Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew or extend into any transaction (including the purchase, sale, lease or exchange of property or assetsany property, employee compensation arrangements or the rendering of any service) with any Holder (with, or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of for the Parent or with benefit of, any Affiliate of the Parent, Company (an Issuer “Affiliate Transaction”) involving aggregate payments or any Restricted Subsidiary, in each case involving consideration in excess of $25,000,000 unless: (i) the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets terms of the Issuers and the Restricted Subsidiaries, except upon terms that Affiliate Transaction are not materially no less favorable to the Issuers Company or such Restricted Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, obtained at the time of the execution of the agreement providing therefor, Affiliate Transaction in a comparable arm’s-length transaction dealings with a Person that who is not an Affiliate; and (ii) if such Affiliate Transaction involves an amount in excess of $50,000,000, the terms of the Affiliate Transaction are set forth in writing and a Holder or an majority of the directors of the Company disinterested with respect to such Affiliate or if Transaction have determined in the good faith judgment that the criteria set forth in Section 4.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in provisions of Section 5.12(a4.07(a) does not limit, and shall not apply toprohibit: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2i) any transaction solely between an Issuer and or among the Company or any of its Restricted Subsidiaries and any transaction between or solely between Restricted Subsidiariesamong the Company or any of its Subsidiaries with respect to a Permitted Receivables Facility; (3ii) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent any Permitted Investment or any Restricted Subsidiary of ParentPayment permitted to be made pursuant to Section 4.04; (4iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the issuance or sale funding of, employment arrangements, stock options and stock ownership plans entered into in the ordinary course of Capital Stock (other than Disqualified Stock) of an Issuerbusiness; (5iv) any payroll, travel, loans or advances to directors and employees in the ordinary course of business of the Company and its Restricted Payments not prohibited by Section 5.09 Subsidiaries, and Investments constituting Permitted Investmentson customary terms; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7v) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangementsagreement, entered into by an Issuer the Company or any of its Restricted Subsidiaries in the ordinary course of business (and payments made pursuant thereto), and the payment of reasonable fees and expenses, and the provision of customary indemnities, to directors, officers, employees or consultants of the Company or any of its Restricted Subsidiaries in their capacities as such; (vi) any 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; (vii) any transaction with current, former or future officers and employees a joint venture partner in the ordinary course of business of the Parent Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that, in the reasonable, good faith determination of the Company, such transaction is on terms that are no less favorable to the Company or an Issuer the relevant Restricted Subsidiary than those that could have reasonably been obtained at the time of such transaction in a comparable transaction by the Company or such Restricted Subsidiary and with an unrelated Person; (viii) the payment issuance or sale of compensation to officers and employees any Capital Stock (other than Disqualified Stock) of the ParentCompany; (ix) transactions with customers, an Issuer clients, vendors, suppliers or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option other purchasers or similar plans)sellers of goods or services, in each case in the ordinary course of businessbusiness (including pursuant to joint venture agreements); (8) loans and advances x) transactions effected pursuant to officers and employees of any agreement as in effect on the ParentIssue Date, an Issuer so long as such transactions are (x) not material 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 y) described in the ordinary course Offering Memorandum and any amendment, modification or replacement of businessany such agreement (so long as such amendments, modifications or replacements are not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company); (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10xi) any transaction on arm’s-length terms with a Person who is not an any non-Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transactiontransactions; orand (11xii) any transaction in which the entering into or amending of any tax sharingCompany delivers to the Trustee a written opinion from the Company to the effect that such transaction is fair, allocation or similar agreement from a financial standpoint, to the Company and any payments thereunderits Restricted Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 58,800,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assetsProperty, or the rendering of any service) with any Holder (service or any Affiliate of such Holder) of 10% or more the payment of any class of Capital Stock of the Parent management, advisory or similar fees, with any Affiliate of (other than Holdings, the Parent, an Issuer Borrower or any Restricted Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 may be, and (yc) 0.3% of consolidated Adjusted Total Assets of the Issuers upon fair and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to Holdings, the Issuers Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm’s length transaction with a Person that which is not such a Holder or an Affiliate or if in Holdings, the good faith judgment of Borrower or such Subsidiary. Notwithstanding the Parent’s foregoing, the following transactions shall be permitted: (i) Holdings, the Borrower and their respective Subsidiaries may pay customary fees to, and the reasonable out-of-pocket expenses of, its sole member or Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to as the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limitcase may be, and shall not apply to: may provide customary indemnities for the benefit of its sole member or Board of Directors, as the case may be, (1ii) transactions (A) approved by a majority with Subsidiaries that are not Subsidiary Guarantors, joint venture partners or purchasers or sellers of the disinterested directors of the Board of Directors of the Parent, goods or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans)services, in each case in the ordinary course of business; business (8) loans including, without limitation, pursuant to joint venture agreements) and advances to officers and employees otherwise in compliance with the terms of the ParentLoan Documents which are fair to the Borrower or its Subsidiaries, in the good faith determination of the sole member of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably been obtained at such time from an Issuer unaffiliated party, (iii) any employment agreement entered into by Holdings or any Restricted Subsidiary of its Subsidiaries 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 employee compensation payments in the ordinary course of business; business and consistent with past practices of the Borrower or such Subsidiary, (9iv) Restricted Payments that are permitted by the provisions of Section 7.6, (v) payments or loans to employees or consultants which are approved by the sole member of the Borrower in good faith, (vi) in the case of foreign joint ventures, transfers of equipment for sale outside of North America in exchange for value not less than the Borrower’s cost of producing such equipment and (vii) transactions with effected pursuant to a Person that is an Affiliate Permitted Receivables Financing (including the servicing of Receivables sold thereunder by the Parent Borrower or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderits Subsidiaries).

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate of the Company (including any Affiliate in which the Company or any Affiliate of such HolderSubsidiary thereof owns a minority interest) or holder of 10% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Parent Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or with any Affiliate consultants of the Parent, an Issuer Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewbasis between unaffiliated parties. (b) The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: to (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or executive officers of the Company, (including through ii) the issuance purchase in the ordinary course of Capital Stock) to, and indemnification and similar arrangements on behalf business of, currentsupplies, former or future directors, officers, employees or consultants of Parent services and the like from the Company or any Restricted Subsidiary of Parent; Subsidiary; and (4iii) the issuance continued performance of transactions with Affiliates disclosed in the Plan of Reorganization. The provisions of this Section 4.9 shall not prohibit the application by the Company of all, or sale substantially all, proceeds arising from Specified Transactions (as defined in the Certificate of Capital Designations for the Series A Convertible Preferred Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date Issue Date) for the retirement of this Indenture, and any transactions the Company's Series A Convertible Preferred Stock pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements mandatory redemption provisions thereof as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderIssue Date.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend into any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderits Restricted Subsidiaries own a minority interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly- Owned Subsidiaries of the Parent Company; or with any (iii) the terms of such Affiliate of Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties; provided, however, that -------- ------- the Company and its Restricted Subsidiaries may renew any then existing Affiliate Transaction through either a Person that renewal option or upon expiration of an arrangement on substantially similar terms to those in effect immediately preceding such expiration. In any Affiliate Transaction involving an amount or having a value in excess of $1 million which is not such permitted under clause (i) or (ii) above, the Company must obtain a Holder or an Affiliate or if in the good faith judgment resolution of the Parent’s Board of Directors, no comparable transaction is available Directors certifying that such Affiliate Transaction complies with which to compare clause (iii) above and that such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) Affiliate Transaction has been approved by a majority of the disinterested directors members of the Board of Directors. In transactions with a value in excess of $3 million which are not permitted under clause (i) or (ii) above, the Company must obtain a written opinion as to the fairness from a financial point of view of such a transaction from an independent investment banking firm of national standing or real estate firm of national standing (as the case may be). (b) The limitations set forth in Section 4.11(a) will not apply to (i) any Restricted Payment that is not prohibited by Section 4.9 hereof, (ii) any transaction, approved by the Board of Directors of the ParentCompany in good faith, with an officer, director, employee or where no such disinterested directors exist, by unanimous approval consultant of the directors Company or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as an officer, director, employee or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof consultant entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) loans , including compensation, indemnity and advances to officers and employees employee benefit arrangements with any officer, director, employee or consultant of the ParentCompany or of any Subsidiary, an Issuer or (iii) customary investment banking, underwriting, placement agent or financial advisor fees paid in connection with services rendered to the Company 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiary.

Limitation on Transactions with Affiliates. (a) The Issuers shall will not, and shall will not permit any of the Restricted their Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or Issuers (including any Restricted Subsidiary, Affiliate in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to which the Issuers or such Restricted any Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to thereof owns a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare minority interest) (each such transaction, such transaction is an "Affiliate Transaction") or extend, renew, waive or otherwise fair modify the terms of any Affiliate Transaction entered into prior to the Issuers Issue Date unless (i) such Affiliate Transaction is solely between or among Holdings and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of Holdings; or (iii) the terms of such Affiliate Transaction are fair and reasonable, as determined by the Board of Directors of Holdings, to Holdings or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limitSubsidiary, as the case may be, and shall not apply to: (1) transactions (A) approved the terms of such Affiliate Transaction are at least as favorable, as determined by a majority of the disinterested directors of the Board of Directors of the ParentIssuer that is the direct parent of such Wholly-Owned Subsidiary, as the terms which could be obtained by the Issuer or where no such disinterested directors existSubsidiary, by unanimous approval as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $5 million in any one year which is not permitted under clause (i) or (ii) above, the directors Issuer or such Subsidiary, as the case may be, must obtain a resolution of the an independent committee of its Board of Directors of certifying that such Affiliate Transaction complies with clause (iii) above, as the Parent or case may be. The foregoing provisions will not apply to (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or officers of the Issuers (including through the issuance of Capital Stockstock options and/or stock awards) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale continued performance of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case Affiliates disclosed in the ordinary course Plan of business; (8) loans and advances to officers and employees of the ParentReorganization, 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 on no less favorable terms as disclosed in the ordinary course Plan of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderReorganization.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such HolderRestricted Subsidiary owns a minority interest) or holder of 10% or more of any class the Company's Common Stock (an "Affiliate Transaction"), other than transactions existing on the date hereof and described elsewhere in this Memorandum, or extend, renew, waive or otherwise modify the terms of Capital Stock of the Parent or with any Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between -82- or among the Company and its Wholly Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $1.0 million which is not permitted under clause (i) above, the Company shall obtain a Board Resolution certifying that such Affiliate Transaction complies with clause (ii) above and, in the case of an Affiliate Transaction with a Person value in excess of $3.0 million, the Company shall obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm and deliver a copy of such opinion to the Trustee. The foregoing provisions will not apply to (i) any Restricted Payment that is not such a Holder or an Affiliate or if in prohibited by the good faith judgment provisions of the Parent’s Board of DirectorsSection 1010, no comparable transaction is available with which to compare such (ii) any transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the ParentCompany, with an officer or where no such disinterested directors exist, by unanimous approval director of the directors Company or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as officer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , or (8) loans and advances iii) transactions subject 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, Section 801 which are made in the ordinary course of business; (9) transactions compliance with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSection 801.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including Parent and entities in which the Company or any Affiliate of such Holderits Subsidiaries own a minority interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly Owned Subsidiaries; or (ii) the terms of Capital Stock such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $5,000,000 which is not permitted under clause (i) above, the Company must obtain a Board Resolution certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a value in excess of $10,000,000 which are not permitted under clause (i) above (other than loans from the Parent to the Company at a rate not in excess of the Parent or with any Affiliate incremental borrowing rate of the ParentCompany as determined in good faith by the Board of Directors of the Company, an Issuer or loans from the Company or any Restricted SubsidiarySubsidiary to the Parent, in each case involving consideration at a rate not in excess of the greater Parent's incremental borrowing rate, as determined in good faith by the Board of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets Directors of the Issuers and Company), the Restricted Subsidiaries, except upon terms that are not materially less favorable Company must obtain a written opinion as to the Issuers or such Restricted Subsidiary than could be obtained, at the time fairness of such a transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or from an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewindependent investment banking firm. (b) The limitation limitations set forth in Section 5.12(a4.10(a) does not limit, and shall will not apply to: to (1i) transactions any Restricted Payment that is not prohibited by Section 4.08 hereof, (Aii) Indebtedness incurred by the Company to the Parent, provided such Indebtedness has terms no more onerous than those contained in the New Credit Facility, or (iii) any compensation-related transaction, approved by a majority of the disinterested directors an independent committee of the Board of Directors of the ParentCompany, with an officer or where no such disinterested directors exist, by unanimous approval director of the directors Company or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as officer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assetsProperty, or the rendering of any service) with any Holder (service or any Affiliate of such Holder) of 10% or more the payment of any class of Capital Stock of the Parent management, advisory or similar fees, with any Affiliate (other than the Parent, Holdings, the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the Parent, an Issuer Holdings, the Borrower or any Restricted such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 may be, and (yc) 0.3% of consolidated Adjusted Total Assets of the Issuers upon fair and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers Parent, Holdings, the Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of DirectorsAffiliate, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply toexcept for: (1i) transactions so long as no Default or Event of Default shall have occurred and be continuing, the payment of customary annual fees and related expenses to the Sponsor and its Affiliates; provided that such fees shall not, in the aggregate, exceed $1,000,000 (Aplus out of pocket expenses) in any twelve-month period commencing after the date of this Agreement; (ii) so long as no Default or Event of Default shall have occurred and be continuing, the payment of customary transaction, management, consulting and advisory fees and related expenses to the Sponsor and its Affiliates made pursuant to financial advisory, financing, underwriting or replacement agreements or in respect of other investment banking entities, including, without limitation, in connection with acquisitions or divestures, in each case, which payments are (a) reasonably related to the services performed and (b) approved by a majority of the disinterested members of the board of directors of the Board of Directors of Borrower not affiliated with the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of viewSponsor; (2iii) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries;the Transaction; and (3iv) such other transactions with transaction values not exceeding $5,000,000 in the payment of reasonable fees and compensation (including through aggregate for all such transactions consummated during the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date term of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderAgreement.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew or extend into any transaction (including the purchase, sale, lease or exchange of property or assetsany property, employee compensation arrangements or the rendering of any service) with any Holder (with, or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of for the Parent or with benefit of, any Affiliate of the Parent, Company (an Issuer “Affiliate Transaction”) involving aggregate payments or any Restricted Subsidiary, in each case involving consideration in excess of $50,000,000 unless: (i) the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets terms of the Issuers and the Restricted Subsidiaries, except upon terms that Affiliate Transaction are not materially no less favorable to the Issuers Company or such Restricted Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, obtained at the time of the execution of the agreement providing therefor, Affiliate Transaction in a comparable arm’s-length transaction dealings with a Person that who is not an Affiliate; and (ii) if such Affiliate Transaction involves an amount in excess of $75,000,000, the terms of the Affiliate Transaction are set forth in writing and a Holder or an majority of the directors of the Company disinterested with respect to such Affiliate or if Transaction have determined in the good faith judgment that the criteria set forth in Section 4.07(a)(i) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in provisions of Section 5.12(a4.07(a) does not limit, and shall not apply toprohibit: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2i) any transaction solely between an Issuer and or among the Company or any of its Restricted Subsidiaries and any transaction between or solely between Restricted Subsidiariesamong the Company or any of its Subsidiaries with respect to a Permitted Receivables Facility; (3ii) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent any Permitted Investment or any Restricted Subsidiary of ParentPayment permitted to be made pursuant to Section 4.04; (4iii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the issuance or sale funding of, employment arrangements, stock options and stock ownership plans entered into in the ordinary course of Capital Stock (other than Disqualified Stock) of an Issuerbusiness; (5iv) any payroll, travel, loans or advances to directors and employees in the ordinary course of business of the Company and its Restricted Payments not prohibited by Section 5.09 Subsidiaries, and Investments constituting Permitted Investmentson customary terms; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7v) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangementsagreement, entered into by an Issuer the Company or any of its Restricted Subsidiaries in the ordinary course of business (and payments made pursuant thereto), and the payment of reasonable fees and expenses, and the provision of customary indemnities, to directors, officers, employees or consultants of the Company or any of its Restricted Subsidiaries in their capacities as such; (vi) any 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; (vii) any transaction with current, former or future officers and employees a joint venture partner in the ordinary course of business of the Parent Company and its Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that, in the reasonable, good faith determination of the Company, such transaction is on terms that are no less favorable to the Company or an Issuer the relevant Restricted Subsidiary than those that could have reasonably been obtained at the time of such transaction in a comparable transaction by the Company or such Restricted Subsidiary and with an unrelated Person; (viii) the payment issuance or sale of compensation to officers and employees any Capital Stock (other than Disqualified Stock) of the ParentCompany; (ix) transactions with customers, an Issuer clients, vendors, suppliers or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option other purchasers or similar plans)sellers of goods or services, in each case in the ordinary course of businessbusiness (including pursuant to joint venture agreements); (8) loans and advances x) transactions effected pursuant to officers and employees of any agreement as in effect on the ParentIssue Date, an Issuer so long as such transactions are (x) not material 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 y) described in the ordinary course Offering Memorandums and any amendment, modification or replacement of businessany such agreement (so long as such amendments, modifications or replacements are not disadvantageous to the Holders in any material respect as compared to the applicable agreement as in effect on the Issue Date as reasonably determined in good faith by the Company); (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10xi) any transaction on arm’s-length terms with a Person who is not an any non-Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transactiontransactions; orand (11xii) any transaction in which the entering into or amending of any tax sharingCompany delivers to the Trustee a written opinion from the Company to the effect that such transaction is fair, allocation or similar agreement from a financial standpoint, to the Company and any payments thereunderits Restricted Subsidiaries.

Limitation on Transactions with Affiliates. (ai) The Issuers Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any of its Restricted Subsidiaries own a minority interest) (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, replacement, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (a) such Affiliate Transaction is between or among the Company and/or its Restricted Subsidiaries and/or, in the event of the Asset Drop-Down, the Holding Company; or (b) the terms of such Holder) of 10% Affiliate Transaction are fair and reasonable to the Company or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $2,000,000 which is not such permitted under clause (a) of this paragraph, the Company shall obtain a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors resolution of the Board of Directors of the ParentCompany certifying that such Affiliate Transaction complies with clause (b) of this paragraph. In any Affiliate Transaction with a value in excess of $10,000,000 which is not permitted under clause (a) of this paragraph (other than any sale by the Company of its Capital Stock that is not Disqualified Capital Stock), the Company shall obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm. (ii) The limitations set forth in Section 4.11(i) shall not apply to (a) any Restricted Payment that is not prohibited by Section 4.09 hereof or where no such disinterested directors exista Permitted Investment permitted by Section 4.13 hereof, (b) any transaction pursuant to an agreement, arrangement or understanding existing on the Issue Date, (c) any transaction, compensation or agreement approved by unanimous approval of the directors of the Board of Directors of the Parent Company, with an officer or (B) for which the Parent director of, or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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) consultant to, and indemnification and similar arrangements on behalf of, current, former the Company or future directors, officers, employees of any Subsidiary in his or consultants of Parent her capacity as officer or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10d) any transaction with permitted by Section 5.01 hereof, (e) any transaction (1) between the Company and any THL Group Member solely in its capacity as a Person who holder or buyer of the Company's Capital Stock or (2) in the event of the Asset Drop-Down, between the New Operating Company and the Holding Company, solely in its capacity as a holder or buyer of the New Operating Company's Capital Stock, provided that any such transaction described in this clause (e) is not an Affiliate immediately before otherwise prohibited by this Indenture, or (f) in the consummation event of the Asset Drop-Down, any commercially reasonable transaction between the New Operating Company and the Holding Company solely in its capacity as a holder or buyer of the New Operating Company's Indebtedness provided that any such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderis not otherwise prohibited by this Indenture.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate of the Company (including any Affiliate in which the Company or any Affiliate of such HolderSubsidiary thereof owns a minority interest) or holder of 10% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Parent Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or with any Affiliate consultants of the Parent, an Issuer Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $1 million in any one year which is not permitted under clause (i) or (ii) above, the Company or such Subsidiary, as the case may be, must obtain a Holder or resolution of an Affiliate or if in the good faith judgment independent committee of the Parent’s its Board of DirectorsDirectors certifying that such Affiliate Transaction complies with clause (iii) or (iv) above, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to as the Issuers or such Restricted Subsidiary from a financial point of viewcase may be. (b) The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: to (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or executive officers of the Company, (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case purchase in the ordinary course of business; (8) loans business of, supplies, services and advances to officers and employees of the Parent, an Issuer like from the Company or any Restricted Subsidiary or guarantees in respect thereof Subsidiary; and (or cancellation iii) the continued performance 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 transactions with Affiliates disclosed in the ordinary course Plan of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderReorganization.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, salesell, lease or exchange of otherwise transfer any property or assetsassets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions respect thereto with, any of its Affiliates, except: (i) (A) transactions with the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer Company or any Restricted Subsidiary, in each case Subsidiary and (B) transactions involving aggregate payments or consideration in excess of less than the greater of (x) $42,000,000 30,000,000 and (y) 0.33.0% of consolidated Adjusted Total Assets of Consolidated EBITDA for the Issuers and the Restricted Subsidiaries, except upon most recently ended Test Period prior to such transaction; (ii) on terms that are not materially less substantially as favorable to the Issuers Company or such Restricted Subsidiary than could as would be obtained, obtainable by the Company or such Subsidiary at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that other than an Affiliate; (iii) the payment of fees and expenses related to the Permitted Transactions; (iv) issuances of Equity Interests of the Company to the extent not otherwise prohibited by this Indenture; (v) employment and severance arrangements (including salary or guaranteed payments and bonuses) between the Company and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business or otherwise in connection with the Permitted Transactions; (vi) payments by the Company and the Restricted Subsidiaries pursuant to tax sharing agreements among the Company and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries, to the extent payments are permitted by Section 4.06; (vii) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of a Parent Entity (or any direct or indirect parent company thereof), the Company and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and the Restricted Subsidiaries; (viii) transactions pursuant to any agreement or arrangement in effect as of the Issue Date, or any amendment, modification, supplement or replacement thereto (so long as any such amendment, modification, supplement or replacement is not such disadvantageous in any material respect to Holders when taken as a Holder whole as compared to the applicable agreement or an Affiliate arrangement as in effect on the Issue Date as determined by the Company in good faith); (ix) Restricted Payments permitted under Section 4.06 (or if in the good faith judgment Investments made pursuant to clause (m) of the Parent’s definition of “Permitted Investments”); (x) customary payments by the Company and any of the Restricted Subsidiaries made for any financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or financings) and any subsequent transaction or exit fee, which payments are approved by the majority of the members of the Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Directors or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of viewPerson in good faith; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4xi) the issuance or sale transfer of Capital Stock Equity Interests (other than Disqualified StockEquity Interests) of an Issuerthe Company to any Permitted Holder or to any former, current or future director, manager, officer, employee or consultant (or any Affiliate of any of the foregoing) of the Company, any of the Subsidiaries or any direct or indirect parent thereof; (5xii) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investmentsdispositions of Equity Interests in an Unrestricted Subsidiary to the extent otherwise permitted hereunder; (6xiii) any contractsAffiliate repurchases of the loans and/or commitments under the Senior Credit Facilities to the extent permitted under agreements governing the Senior Credit Facilities, instruments or other agreements or arrangements in each case as in effect on of the date of this IndentureNotes, and the holding of such loans, the Notes and the payments and other related transactions in respect thereof; (xiv) transactions in connection with any Permitted Receivables Financing; (xv) loans, Investments and other transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous by the Company and its Restricted Subsidiaries to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of extent permitted under this Indenture; (7xvi) loans, advances and other transactions between or among the Company, any employment, consulting, service Restricted Subsidiary and/or any joint venture (regardless of the form of legal entity) in which the Company or termination agreement, any Subsidiary has invested (and which Subsidiary or customary indemnification arrangements, joint venture would not be an Affiliate of a Parent Entity but for such Parent Entity’s or a Subsidiary’s ownership of Equity Interests in such joint venture or Subsidiary) to the extent not otherwise prohibited hereunder; and (xvii) the existence and performance of agreements and transactions with any Unrestricted Subsidiary that were entered into prior to the designation of a Restricted Subsidiary as such Unrestricted Subsidiary to the extent that the transaction was permitted at the time that it was entered into with such Restricted Subsidiary and transactions entered into by an Issuer or any Restricted Unrestricted Subsidiary with current, former or future officers and employees an Affiliate prior to the redesignation of the Parent or an Issuer or any such Unrestricted Subsidiary as a Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), Subsidiary; provided that such transaction was not entered into in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation contemplation of such loansdesignation or redesignation, 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderapplicable.

Limitation on Transactions with Affiliates. (a) The Issuers shall Issuer will not, and shall will not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (or arrangement including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or service with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of Subsidiary (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiariesa “Related Party Transaction”), except upon fair and reasonable terms that are not materially no less favorable to the Issuers Issuer or such the Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Issuer or such Restricted Subsidiary Subsidiary, as the case may be. (b) Prior to entering into any Related Party Transaction or series of Related Party Transactions (i) with an aggregate value in excess of US$20.0 million (or the equivalent in other currencies), the terms of such Related Party Transaction will be approved by a majority of the members of the Board of Directors of Issuer, and a majority of the Board of Directors of Issuer who are disinterested directors with respect to such Related Party Transaction, the approval to be evidenced by a Board Resolution stating that the Board of Directors of Issuer has determined that such transaction complies with the preceding provisions, and (ii) with an aggregate value in excess of US$35.0 million (or the equivalent in other currencies), the Issuer must obtain and deliver to the Trustee a favorable written opinion from a nationally recognized (in the relevant jurisdiction) Independent Financial Advisor as to the fairness of the transaction to the Issuer and the Restricted Subsidiaries from a financial point of view. (c) The foregoing clauses (a) and (b) The limitation set forth in Section 5.12(a) does not limit, and shall do not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2i) any transaction solely between an or among the Issuer and any of its the Restricted Subsidiaries or solely between or among Restricted SubsidiariesSubsidiaries of Issuer; (3ii) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) paid to, and indemnification and similar arrangements any indemnity or insurance provided on behalf of, currentofficers, former or future directors, officersemployees, employees consultants or consultants agents of Parent the Issuer or any Restricted Subsidiary of ParentSubsidiary; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5iii) any Restricted Payments not prohibited of a type described in Section 4.08 (a)(i) and (a)(ii) if permitted by Section 5.09 and Investments constituting Permitted Investments4.08; (6A) transactions or payments pursuant to any contractsemployee, instruments consultant, officer or other agreements director compensation or benefit plans or arrangements entered into in each case as the ordinary course of business; (B) transactions pursuant to any contract or agreement in effect on the date of this Indenture, and any transactions pursuant thereto as amended, modified or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into replaced from time to time, as time so long as such agreement or arrangements as so the amended, modified, supplemented modified or replacednew agreements, taken as a whole, is not materially more disadvantageous are no less favorable to the Issuers Issuer and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as those in effect on the date of this Indenture; (7iv) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers loans and advances to 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;business or consistent with past practices; or (8) loans and advances v) any transaction with LGI, provided that such transaction is no less favorable to officers and employees of the Parent, an Issuer or any the Restricted Subsidiary or guarantees than could be obtained 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 a comparable arm’s-length transaction with a Person that is not an Affiliate of the Parent Issuer or an Issuer solely because such Restricted Subsidiary, as the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereundercase may be.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assetsProperty, or the rendering of any service) with any Holder (service or any Affiliate of such Holder) of 10% or more the payment of any class of Capital Stock of the Parent management, advisory or similar fees, with any Affiliate of (other than the Parent, an Issuer Borrower or any Restricted SubsidiaryWholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, in each case involving consideration in excess of the greater of (x) $42,000,000 and (yb) 0.3% of consolidated Adjusted Total Assets of the Issuers upon fair and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such a Holder or an Affiliate or if Affiliate; provided that nothing contained in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which this Section 7.10 shall be deemed to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply toprohibit: (1i) transactions the Borrower or any of its Subsidiaries from entering into or performing any agreement with the Sponsors listed on Schedule 7.10(a) for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $1,000,000 per year plus reasonable out-of-pocket expenses, provided that at any time when a Default or an Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may not make any payments to the Sponsors under any such agreement and such payments may accrue to the Sponsors and may be paid in full after such Default or Event of Default has been cured or waived, provided further that at any time when the Borrower and its Subsidiaries are not permitted to make payments to the Sponsors under any such agreements, the Sponsors may elect to receive Capital Stock of the Borrower in lieu of such payments; (ii) the Borrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (A) approved arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by a majority the Borrower or any of the disinterested directors of the Board of Directors of the Parentits Subsidiaries, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) incurred to third parties for which any action or failure to act of the Parent Borrower or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries Subsidiaries, predecessors or solely between Restricted successors, (C) arising out of the performance by the Sponsors of management consulting or financial advisory services provided to the Borrower or any of its Subsidiaries, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries; (3iii) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent Borrower or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) its Subsidiaries from performing any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect commitments with or to any Affiliate existing on the date of this Indenturehereof and described on Schedule 7.10(b); or (iv) any transaction permitted under Sections 7.3(l), and any transactions pursuant thereto 7.4, 7.6 or contemplated thereby7.8(g), or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before Wholly Owned Subsidiary of the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderBorrower.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate of the Company (including any Affiliate in which the Company or any Affiliate of such HolderSubsidiary thereof owns a minority interest) or holder of 10% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Parent Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or with any Affiliate consultants of the Parent, an Issuer Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $5 million in any one year which is not such a Holder permitted under clause (i) or an Affiliate or if in (ii) above, the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Company or such Restricted Subsidiary from Subsidiary, as the case may be, must obtain a financial point resolution of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority an independent committee of the disinterested directors of the its Board of Directors of the Parent, or where no certifying that such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent Affiliate Transaction complies with clause (iii) or (Biv) for which above, as the Parent or any Restricted Subsidiary delivers case may be. The foregoing provisions will not apply to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation (including through to directors or executive officers of the issuance of Capital Stock) toCompany, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale continued performance of Capital Stock (other than Disqualified Stock) transactions with Affiliates disclosed in the Plan of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contractsReorganization, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, same terms as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case disclosed in the ordinary course Plan of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderReorganization.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit permit, cause or suffer any of the Restricted Subsidiaries Subsidiary to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with any Holder (of their respective Affiliates or any Affiliate of such Holder) beneficial holder of 10% or more of any class of Capital the Common Stock of the Parent Company or with any Affiliate officer or director of the ParentCompany (each, an Issuer "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable to the Company or any such Restricted Subsidiary, in each as the case may be. Each Affiliate Transaction involving consideration aggregate payments or other Fair Market Value in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets 5,000,000 must be approved by a majority of the Issuers and Disinterested Directors or by the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which such approval to compare such transaction, be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction is otherwise fair or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Issuers Company or such the Restricted Subsidiary Subsidiary, as the case may be, are fair from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit. In addition to the foregoing, and the Company shall not apply to: (1) transactions (A) obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the disinterested directors of the Board of Disinterested Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for as to which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment bankinghas been obtained from an Independent Financial Advisor, appraisal or accounting firm stating on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that the transaction is are fair and reasonable to the Parent Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement), the Note Purchase Agreement and the Registration Rights Agreement and other Transaction Documents, (iii dividends paid by the Company pursuant to and in compliance with this Section 5.14, (iv) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company and (vi) Restricted Payments permitted under Section 5.13 provided that any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to timeSubsidiary, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereundermay be.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Holder (or any Affiliate for the benefit of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any an Affiliate of the Parent, an Issuer Company or any Restricted SubsidiarySubsidiary (other than transactions between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) (an "Affiliate Transaction"), in each case involving consideration in excess of the greater of other than (x) $42,000,000 Affiliate Transactions permitted under (b) below and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Affiliate Transactions (including lease transactions) on terms that are not materially no less favorable to the Issuers Company or the relevant Restricted Subsidiary in the aggregate than those that might reasonably have been obtained in a comparable transaction by the Company or such Restricted Subsidiary on an arm's-length basis (as determined in good faith by the Board of Directors of the Company, as evidenced by a Board Resolution) from a person that is not an Affiliate; provided that except as otherwise provided under (b) below, neither the Company nor any of the Restricted Subsidiaries shall enter into an Affiliate Transaction or series of related Affiliate Transactions involving or having a value of more than $5.0 million unless the Company or such Restricted Subsidiary, as the case may be, has received an opinion from an Independent Financial Advisor, with a copy thereof to the Trustee, to the effect that the financial terms of such Affiliate Transaction are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and such terms are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’stransaction on an arm's-length transaction basis with a Person person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewAffiliate. (b) The limitation foregoing provisions shall not apply to (i) any Restricted Payment that is made in compliance with Section 4.03, (ii) payments by the Company or any of the Restricted Subsidiaries to Renco or DRA of the amounts set forth in Section 5.12(aclauses (4) does not limit, and shall not apply to: (15) transactions (A) approved by a majority of the disinterested second paragraph of Section 4.03 and (iii) reasonable and customary regular fees to directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers Company and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and who are not employees of the Parent or an Issuer or such Restricted Subsidiary Company and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderthe Restricted Subsidiaries owns a minority interest) or holder of 10% or more of any class of Capital the Company's Common Stock (each of the Parent foregoing, an "Affiliate Transaction") or with extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and/or Wholly-Owned Restricted Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess may be, and 60 -53- the terms of such Affiliate Transaction are at least as favorable as the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of terms which could be obtained by the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $1 million which is not such permitted under clause (i) above, the Company must obtain a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) Resolution approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval Company (and a majority of the directors disinterested members of the Board of Directors of the Parent or Company) certifying that such Affiliate Transaction complies with clause (Bii) for above. In transactions with a value in excess of $5 million which are not permitted under clause (i) above, the Parent or any Restricted Subsidiary delivers to the Trustee Company must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm of nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view;standing. (2b) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; The foregoing provisions will not apply to (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5i) any Restricted Payments Payment that is not prohibited by Section 5.09 and Investments constituting Permitted Investments; 4.13, (6ii) any contractstransaction, instruments approved by the Board of Directors of the Company, with an officer or other agreements director of the Company or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former in his or future officers and employees of the Parent her capacity as officer or an Issuer or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case director entered into in the ordinary course of business; (8) loans , including compensation and advances to officers and employees employee benefit arrangements with any officer or director of the Parent, an Issuer Company or of 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 Parent or an Issuer, directly or indirectly, owns Capital Stock ofSubsidiary, or controls such Person; (10iii) any transaction with a Person who is not an Affiliate immediately before Transaction entered into prior to the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderIssue Date.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or , with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess business of the greater of (x) $42,000,000 Borrowers and their Subsidiaries and (yc) 0.3% of consolidated Adjusted Total Assets of the Issuers upon fair and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers applicable Borrower or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not an Affiliate; provided that, notwithstanding anything in this Agreement to the contrary, the Company may (i) unless a Default under subsection 7(a) has occurred and is continuing or would result therefrom and the Administrative Agent has or the Required Lenders have determined the payment of management fees is not appropriate and have so notified the Company, pay management fees in an aggregate amount not to exceed $500,000 in any fiscal year of the Company pursuant to the Management Agreement referenced in Section 14.13 of the Purchase Agreement (the "Management Fees"), provided that if, as a result of the continued existence of such a Holder or an Affiliate or if in the good faith judgment Default, payment of the Parent’s Board of DirectorsManagement Fees otherwise due in any fiscal year is not permitted by this clause (i) to be paid in such fiscal year, (x) such Management Fees may be paid in any subsequent fiscal year if, after giving effect thereto, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. Default under Section 7(a) shall have occurred and be continuing and (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3y) the payment of reasonable fees and compensation such deferred Management Fees in such subsequent fiscal year shall be disregarded in determining whether any other Management Fees may be paid in such subsequent fiscal year in accordance with the provisions of this clause (including through the issuance of Capital Stock) toi), and indemnification and similar arrangements (ii) reimburse any Affiliate for amounts expended by such Affiliate in cash on behalf of, current, former or future directors, officers, employees or consultants of Parent the Company or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiary.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assetsProperty, or the rendering of any service) with any Holder (service or any Affiliate of such Holder) of 10% or more the payment of any class of Capital Stock of the Parent management, advisory or similar fees, with any Affiliate of (other than Holdings, the Parent, an Issuer Borrower or any Restricted SubsidiaryWholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, in each case involving consideration in excess of the greater of (xb) $42,000,000 upon fair and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such an Affiliate; provided that nothing contained in this Section 7.10 shall be deemed to prohibit: (a) the payment of transaction expenses in connection with this Agreement and the Transactions, including, but not limited to, the payment by the Borrower of a Holder or deal fee to GSCP and SG Capital Partners in an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which aggregate amount not to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view.exceed $1,850,000; (b) The limitation set forth the Borrower or any of its Subsidiaries from entering into or performing an agreement with the Sponsors for the rendering of management consulting or financial advisory services for compensation not to exceed in Section 5.12(a) does the aggregate $950,000 per year plus reasonable out-of-pocket expenses, provided that at any time when a Default or an Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may not limitmake any 85 payments to the Sponsors under any such agreement and such payments may accrue to the Sponsors and may be paid in full after such Default or Event of Default has been cured or waived, provided further that at any time when the Borrower and shall its Subsidiaries are not apply to:permitted to make payments to the Sponsors under any such agreements, the Sponsors may elect to receive Capital Stock of the Borrower in lieu of such payments; (1c) transactions the Borrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (A) approved arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by a majority the Borrower or any of the disinterested directors of the Board of Directors of the Parentits Subsidiaries, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) incurred to third parties for which any action or failure to act of the Parent Borrower or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries Subsidiaries, predecessors or solely between Restricted successors, (C) arising out of the performance by the Sponsors of management consulting or financial advisory services provided to the Borrower or any of its Subsidiaries, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries; (3d) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent Borrower or any Restricted Subsidiary of Parentits Subsidiaries from performing any agreements or commitments with or to any Affiliate existing on the date hereof and described on Schedule 7.10; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5e) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contractstransaction permitted under Sections 7.3(l), instruments 7.4, 7.6 or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby7.8(h), or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before Wholly Owned Subsidiary of the consummation of such transaction that becomes an Affiliate as a result of such transactionBorrower; or (11f) the entering into Borrower or amending any of any tax sharing, allocation or similar agreement and any payments thereunderits Subsidiaries from performing its obligations under a Tax Sharing Agreement.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction with or for the benefit of any Affiliate of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction Company (including without limitation the making of any loan, advance, Guarantee or capital contribution to or for the benefit of, the purchase, sale, lease or exchange of any property with, the entering into or assetsamending of employee compensation arrangements with, or the rendering of any service) service with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of for the Parent or with benefit of, any Affiliate of the Parent, Company) (an Issuer "AFFILIATE TRANSACTION") unless the terms thereof: (i) are in the ordinary course of business and consistent with past practice; (ii) are fair to the Company or any such Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 Subsidiary and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially no less favorable to the Issuers Company or such Restricted Subsidiary than those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction dealings with a Person who is not an Affiliate; (iii) if such Affiliate immediately before Transaction involves an amount in excess of $500,000, (A) are set forth in writing and (B) have been approved by a majority of the consummation members of the Board of Directors having no personal stake in such transaction that becomes Affiliate Transaction; and (iv) if such Affiliate Transaction involves an Affiliate as amount in excess of $3,000,000, have been determined by a result nationally recognized investment banking firm to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. The provisions of such transaction; or the foregoing paragraph shall not apply to (11a) transactions exclusively between or among the entering into or amending of any tax sharing, allocation or similar agreement Company and any Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries, (b) any Restricted Payment permitted to be made under Section 10.11, (c) any employment or related arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business on terms customary in the consumer finance business, provided any such arrangement is approved by the disinterested members of the Board of Directors, (d) customary directors fees and indemnities, and (e) payments thereunderrequired by the Tax Sharing Agreement or any renewal thereof on substantially similar terms, provided, however, in the case of each of the foregoing clauses (a) through (d), that such transactions are not otherwise prohibited by this Indenture, and provided further, that the provisions of clause (iv) of the foregoing paragraph shall not apply to transactions between the Company, Mego Financial and PEC pursuant to the Tax Sharing Agreement and the PEC Agreements and renewals thereof on substantially similar terms.

Limitation on Transactions with Affiliates. (a) The Issuers shall Borrower will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend into any transaction or series of related transactions (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with with, or for the benefit of, any Holder of its Affiliates (or any each an "Affiliate Transaction"), unless: (i) the terms of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that Transaction are not materially no less favorable than those that could reasonably be expected to the Issuers or such Restricted Subsidiary than could be obtainedobtained in a comparable transaction, at the time of such transaction orwas entered into, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’son an arm's-length transaction with basis from a Person that is not such a Holder or an Affiliate or if of the Borrower; (ii) in the good faith judgment event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $5 million, the Parent’s Board terms of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) Affiliate Transaction will be approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval Borrower (including a majority of the directors of disinterested members thereof), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and (iii) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $10 million, the Parent or (B) for which Borrower will, prior to the Parent or any consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to the Borrower and the relevant Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary (if any) from a financial point of view;view from an Independent Financial Advisor and file the same with the Administrative Agent. (2b) Section 5.11(a) above will not apply to: (i) Affiliate Transactions with or among the Borrower and any transaction solely Restricted Subsidiary or between an Issuer and or among Restricted Subsidiaries, excluding any Affiliate Transaction with a Restricted Subsidiary in which Vitro or any of its Restricted Subsidiaries Affiliates directly 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or indirectly own any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) by virtue of an Issuerownership by the Borrower and its Restricted Subsidiaries or the issuance to Vitro or any of its Affiliates of any nominal shares of the Borrower or its Restricted Subsidiaries as required by applicable law); (5ii) reasonable fees and compensation paid to, and any indemnity provided on behalf of, officers, directors, employees, consultants or agents of the Borrower or any Restricted Payments not prohibited Subsidiary as determined in good faith by Section 5.09 the Borrower's Board of Directors (including contributions to employee stock option plans maintained by Vitro and Investments constituting Permitted Investmentsits Subsidiaries); (6iii) Affiliate Transactions undertaken in the ordinary course of business pursuant to any contracts, instruments contractual obligations or other agreements or arrangements rights in each case existence on the Effective Date (as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, Effective Date) or any amendmentamendments, modification extensions or supplement thereto or any replacement thereof entered into from time to time, as long as renewals of such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect contractual obligations on the date of this Indenturecomparable terms; (7iv) any employmentRestricted Payments made in compliance with Section 5.05; (v) loans and advances to officers, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer directors and employees of the Borrower or any Restricted Subsidiary with currentfor travel, former or future officers entertainment, moving 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans)other relocation expenses, in each case in the ordinary course of business; (8) 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, and not exceeding in the aggregate $300,000 outstanding at any one time; (9vi) transactions Affiliate Transactions on an arm's-length basis with a Person Vitro or any Subsidiary of Vitro (other than the Borrower or any of its Subsidiaries) that is consist of (1) the purchase or sales of goods and services (including accounting services) or the leasing of real estate or equipment in the ordinary course of business consistent with past practice; (2) payments made to Vitro or its Subsidiaries relating to the use and development of intellectual property; and (3) purchases, leases or sales of assets up to an Affiliate aggregate amount of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person$5 million in any fiscal year; (10vii) (A) the assumption of the rights and obligations under a lease agreement relating to an airplane pursuant to which aggregate annual payments of approximately $7 million will be made, (B) the use of the airplane identified in the prior clause (A), or any transaction with a Person who is not an Affiliate immediately before replacement airplane, by customers, directors and officers of Vitro and its Affiliates, and (C) performance under outsourcing agreement entered into for hangar, maintenance, repair and operating services relating to the consummation airplane identified in clause (A), or any replacement airplane, involving aggregate annual payments of such transaction that becomes an Affiliate as a result of such transaction; orup to $8 million; (11viii) (A) loans, advances or other extensions of credits (including guarantees) by Vitro or its Affiliates made to the entering into Borrower or amending any of any tax sharing, allocation or similar agreement its Subsidiaries and any payments thereundermade in connection therewith, and (B) any hedging agreements or arrangements entered into between Vitro or its Affiliates, on the one hand, and the Borrower or any of its Subsidiaries, on the other hand, and any payments made in connection therewith, in each case so long as the terms thereof are no less favorable to the Borrower and its Restricted Subsidiaries than could have been obtained on an arm's-length basis; (ix) any management, administrative, information technology or similar services performed by Vitro or its Affiliates for the benefit of the Borrower or any of its Subsidiaries, and any payments made in connection therewith, so long as the aggregate amount of all payments made pursuant to this clause (ix) in any calendar year does not exceed 1.50% of the net sales of the Borrower (determined on a consolidated basis) for such year; and (x) services rendered by Vitro or its Affiliates for the benefit of the Borrower or any of its Subsidiaries, and any payments in connection therewith not in excess of Vitro's or its Affiliates' cost of rendering such services, including, without limitation, payments made by the Borrower or any of its Subsidiaries in connection with (A) information technology services, (B) the salaries of Vitro's Chairman of the Board and Chief Executive Officer and (C) Clinica Vitro, El ▇▇▇▇▇▇▇ and Vitro Club.

Limitation on Transactions with Affiliates. (a) The Issuers shall Parent will not, and shall will not permit any of the its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, enter intolease, renew transfer or extend otherwise dispose of any transaction (including the purchaseof its properties or assets to, sale, lease or exchange of purchase any property or assetsassets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the rendering benefit of, any Affiliate of any service) with any Holder (the Parent or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the ParentRestricted Subsidiary (each, an Issuer or any Restricted Subsidiary“Affiliate Transaction”), in each case involving consideration in excess of unless: (1) the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Affiliate Transaction is on terms that are not materially no less favorable to the Issuers Parent or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary than could be obtained, at the time of such transaction with an unrelated Person or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of DirectorsDirectors of the Parent, no comparable transaction is available with which to compare such transactionAffiliate Transaction, such transaction Affiliate Transaction is otherwise fair to the Issuers Parent or such the relevant Restricted Subsidiary from a financial point of view.; and (b2) The limitation the Parent delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, a resolution of the Board of Directors of the Parent set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 5.12(a) does not limit, 4.11 and shall not apply to: (1) transactions (A) that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) any transaction or series of related transactions involving aggregate consideration of less than $15.0 million; (2) any employment, consulting or similar agreement or arrangement, employee benefit plan, equity award, equity option or equity appreciation agreement or plan entered into by the Parent or any of its Restricted Subsidiaries in the ordinary course of business and payments, awards, grants or issuances of securities made pursuant thereto; (3) transactions between or among any of the Parent and/or its Restricted Subsidiaries; (4) transactions with a Person (other than an Unrestricted Subsidiary of the Parent) that is an Affiliate of the Parent solely because Parent owns, directly or indirectly, an Equity Interest, or controls, in such Person; (5) transactions effected in accordance with the terms of agreements that are identified or incorporated by reference in the offering memorandum, in each case as such agreements are in effect on the Issue Date, and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is, in the good faith judgment of a responsible Officer of the General Partner (or, after the Corporate Reorganization, the Parent), no less advantageous to the Parent in any material respect than the agreement so amended or replaced; (6) customary compensation, indemnification and other benefits made available to officers, directors or employees of the General Partner or the Parent or a Restricted Subsidiary or Affiliate of the Parent, including reimbursement or advancement of out-of-pocket expenses and provisions of officers’ and directors’ liability insurance; (7) sales of Equity Interests (other than Disqualified Stock) to, or receipt of capital contributions from, Affiliates of the Parent; (8) Restricted Payments that do not violate the provisions of this Indenture described above in Section 4.07 or Permitted Investments; (9) payments to the General Partner with respect to reimbursement for expenses in accordance with the Partnership Agreement as in effect on the Issue Date and as it may be amended, provided that any such amendment is not less favorable to Summit Midstream Partners, LP in any material respect than the agreement prior to such amendment; (10) transactions between the Parent or any of its Restricted Subsidiaries and any other Person, a director of which is also on the Board of Directors of the ParentParent or any Parent Entity, or where no and such disinterested directors exist, by unanimous approval common director is the sole cause for such other Person to be deemed an Affiliate of the directors Parent or any of its Restricted Subsidiaries; provided, however, that such director abstains from voting as a member of the Board of Directors of the Parent or any Parent Entity, as the case may be, on any transaction with such other Person; (B11) (a) guarantees by the Parent or any of its Restricted Subsidiaries of performance of obligations of Unrestricted Subsidiaries in the ordinary course of business, except for which guarantees of Indebtedness in respect of borrowed money, and (b) pledges by the Parent or any of its Restricted Subsidiaries of Equity Interests in Unrestricted Subsidiaries for the benefit of lenders or other creditors of Unrestricted Subsidiaries; (12) payments to an Affiliate in respect of the Notes or the Notes Guarantees or any other Indebtedness of the Parent or any Restricted Subsidiary delivers on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates; (13) payment of loans or advances to employees not to exceed $5.0 million in the Trustee aggregate at any one time outstanding; (14) any Affiliate Transaction with a written opinion Person in its capacity as a holder of a nationally recognized investment banking, appraisal Indebtedness or accounting firm stating that Capital Stock of the transaction Parent or any Restricted Subsidiary if such Person is fair to treated no more favorably than the other holders of Indebtedness or Capital Stock of the Parent or such Restricted Subsidiary from a financial point of viewSubsidiary; (215) any transaction solely between an Issuer and any transactions with Unrestricted Subsidiaries, customers, clients, suppliers or purchasers or sellers of its Restricted Subsidiaries goods 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated therebyservices, or any amendment, modification lessors or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date lessees of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans)property, in each case in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to the Parent and its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated person, in the good faith determination of the Parent’s Board of Directors or any Officer of the General Partner (or, after the Corporate Reorganization, the Parent) involved in or otherwise familiar with such transaction, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (8) loans 16) leases entered into by the Parent or any of its Restricted Subsidiaries, as lessor, and advances to officers and employees an Unrestricted Subsidiary or Joint Venture of the ParentParent or such Restricted Subsidiary, an Issuer as lessee, with respect to a pipeline or any Restricted similar asset operated by such Unrestricted Subsidiary or guarantees Joint Venture; provided that the Remaining Present Value of any such leases shall not exceed $30.0 million in respect thereof the aggregate; (17) in the case of contracts for gathering, transporting, treating, processing, marketing, distributing, storing or cancellation of otherwise handling Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other operational contracts, any such loans, advances or guarantees), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made contracts are entered into in the ordinary course of business; (9) transactions with a Person that is an Affiliate business on terms substantially similar to those contained in similar contracts entered into by the Parent of its Restricted Subsidiaries and third parties, or if neither the Parent or any Restricted Subsidiary has entered into a similar contract with a third party, then the terms are no less favorable than those available from third parties on an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person;arm’s-length basis; and (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (1118) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderCorporate Reorganization.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderthe Restricted Subsidiaries owns a minority interest) or holder of 10% or more of any class of Capital the Company's Common Stock (each of the Parent foregoing, an "Affiliate Transaction") or with extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and/or Wholly-Owned Restricted Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $1 million which is not such permitted under clause (i) above, the Company must obtain a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) Resolution approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval Company (and a majority of the directors disinterested members of the Board of Directors of the Parent or Company) certifying that such Affiliate Transaction complies with clause (Bii) for above. In transactions with a value in excess of $5 million which are not permitted under clause (i) above, the Parent or any Restricted Subsidiary delivers to the Trustee Company must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm of nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view;standing. (2b) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; The foregoing provisions will not apply to (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5i) any Restricted Payments Payment that is not prohibited by Section 5.09 and Investments constituting Permitted Investments; 4.13, (6ii) any contractstransaction, instruments approved by the Board of Directors of the Company, with an officer or other agreements director of the Company or arrangements in each case as in effect on the date 56 -49- of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former in his or future officers and employees of the Parent her capacity as officer or an Issuer or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case director entered into in the ordinary course of business; (8) loans , including compensation and advances to officers and employees employee benefit arrangements with any officer or director of the Parent, an Issuer Company or of 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 Parent or an Issuer, directly or indirectly, owns Capital Stock ofSubsidiary, or controls such Person; (10iii) any transaction with a Person who is not an Affiliate immediately before Transaction entered into prior to the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderIssue Date.

Limitation on Transactions with Affiliates. Neither the Company nor any of its Restricted Subsidiaries nor the Guarantor shall, from and after the Issue Date, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (a) The Issuers shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any such Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Transaction is on terms that are not materially no less favorable to the Issuers Company or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a an unrelated Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. and (b) The limitation the Company delivers to the Trustee (i) with respect to any Affiliate Transaction involving aggregate payments in excess of $250,000, a resolution of the Board of Directors set forth in Section 5.12(aan Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) does not limit, above and shall not apply to: (1) transactions (A) such Affiliate Transaction is approved by a majority of the disinterested directors members of the Board of Directors Directors, and (ii) with respect to any Affiliate Transaction (other than the purchase in the ordinary course of the Parentbusiness of property or assets for resale) involving aggregate payments in excess of $1,000,000, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers an opinion as to the Trustee a written opinion fairness to the Company or, in the case of a nationally recognized investment bankingtransaction with an Affiliate and a Restricted Subsidiary, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary Subsidiary, in each case from a financial point of view; view issued by an investment banking firm of national standing; provided, however, that (2i) any transaction solely between an Issuer employment -------- ------- agreement, consulting agreement and indemnification obligation entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or solely between such Restricted Subsidiaries; Subsidiary, (3ii) transactions in accordance with the terms of the Tax Sharing Agreement or the Management Services Agreement (provided that the Company shall not be permitted to make any payment to Dart under the Tax Sharing Agreement in respect of taxes on accrued but unpaid interest income of the Company on intercompany loans), (iii) the payment of reasonable and customary fees and compensation (including through to directors of the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments Company who are not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Company and the payment of compensation to officers (iv) transactions permitted under Sections 4.5 and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans)4.14 hereof, in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parentcase, 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 shall not be deemed Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderTransactions.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate of the Company (including any Affiliate in which the Company or any Affiliate of such HolderSubsidiary thereof owns a minority interest) or holder of 10% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Parent Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or with any Affiliate consultants of the Parent, an Issuer Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $5 million in any one year which is not permitted under clause (i) or (ii) above, the Company or such Subsidiary, as the case may be, must obtain a Holder or resolution of an Affiliate or if in the good faith judgment independent committee of the Parent’s its Board of DirectorsDirectors certifying that such Affiliate Transaction complies with clause (iii) or (iv) above, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to as the Issuers or such Restricted Subsidiary from a financial point of viewcase may be. (b) The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: to (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or executive officers of the Company, (including through ii) the issuance purchase in the ordinary course of Capital Stock) to, and indemnification and similar arrangements on behalf business of, currentsupplies, former or future directors, officers, employees or consultants of Parent services and the like from the Company or any Restricted Subsidiary of Parent; Subsidiary; and (4iii) the issuance continued performance of transactions with Affiliates disclosed in the Plan of Reorganization. The provisions of this Section 4.9 shall not prohibit the application by the Company of all, or sale substantially all, proceeds arising from Specified Transactions (as defined in the Certificate of Capital Designations for the Series A Convertible Preferred Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date Issue Date) for the retirement of this Indenture, and any transactions the Company's Series A Convertible Preferred Stock pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements mandatory redemption provisions thereof as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderIssue Date.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderits Restricted Subsidiaries owns a minority interest) or holder of 10% or more of any class the Company's Common Stock (an "AFFILIATE TRANSACTION") or extend, renew, waive or otherwise modify the terms of Capital Stock of the Parent or with any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly-Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $1.0 million which is not permitted under clause (i) above, the Company must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a Person that is value in excess of $3.0 million which are not permitted under clause (i) above, the Company must obtain a written opinion as to the fairness of such a Holder or transaction from an Affiliate or if in independent investment banking firm selected by the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewCompany. (b) The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: to (1i) transactions any Restricted Payment that is not prohibited by the provisions of Section 4.09 or (Aii) any transaction, approved by a majority of the disinterested directors of the Board of Directors of the ParentCompany, with an officer or where no such disinterested directors exist, by unanimous approval director of the directors Company or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as officer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of 61 -53- business; (8) loans , including compensation and advances to officers and employees employee benefit arrangements with any officer or director of the Parent, an Issuer Company or of any Restricted Subsidiary or guarantees in respect thereof (or cancellation of such loans, advances or guarantees), that are customary for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made public companies in the ordinary course of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereundermanufacturing industry.

Limitation on Transactions with Affiliates. (a) The Issuers shall Parent and the Company will not, and shall will not permit any of the Parent's Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction or series of transactions (including the purchase, sale, lease or exchange of property or assetsany property, employee compensation arrangements or the rendering of any service) with with, or for the benefit of, any Holder of their respective Affiliates (or any Affiliate of such Holdereach, an "AFFILIATE TRANSACTION") of 10% or more of any class of Capital Stock unless: (1) the terms of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that Transaction are not materially no less favorable to the Issuers Parent, the Company or such Restricted Subsidiary than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, obtained at the time of the execution Affiliate Transaction in arm's-length dealings with a Person who is not an Affiliate; (2) if such Affiliate Transaction (or series of related Affiliate Transactions which are similar or part of a common plan) involves an amount in excess of $2.0 million, the terms of the agreement providing thereforAffiliate Transaction are set forth in writing and a majority of the members of the Board of Directors of the Parent disinterested with respect to such Affiliate Transaction shall have, prior to the consummation thereof, determined in good faith that the criteria set forth in SUBCLAUSE (1) above are satisfied and shall have approved the relevant Affiliate Transaction as evidenced by a comparable arm’sresolution of the Board of Directors of the Parent delivered to the Trustee; and (3) if such Affiliate Transaction (or series of related Affiliate Transactions which are similar or part of a common plan) involves an amount in excess of $5.0 million, the Board of Directors of the Parent shall also have, prior to the consummation thereof, received, and delivered to the Trustee, a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Parent, the Company or the applicable Restricted Subsidiary of the Parent and is not less favorable to the Parent, the Company or the applicable Restricted Subsidiary of the Parent than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person that is who was not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewAffiliate. (b) The limitation set forth in Section 5.12(aprovisions of the preceding CLAUSE (A) does will not limit, and shall not apply toprohibit: (1) transactions any Permitted Investment or any Restricted Payment permitted to be made pursuant to SECTION 4.10; (A2) any issuance of securities to an employee of the Parent, the Company or the Parent's Restricted Subsidiaries, or other payments, awards or grants in cash, securities or otherwise to an employee of the Parent, the Company or the Parent's Restricted Subsidiaries pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by a majority of the disinterested directors of the Board of Directors of the Parent, in each case, to the extent not otherwise prohibited by this Indenture; (3) loans or where no such disinterested directors exist, by unanimous approval advances to employees in the ordinary course of business in accordance with the past practices of the Parent, the Company or the Parent's Restricted Subsidiaries, but in any event not to exceed $1.0 million in the aggregate outstanding at any one time; (4) the payment of reasonable fees to directors of the Parent, the Company and the Parent's Restricted Subsidiaries who are not employees of the Parent, the Company or the Parent's Restricted Subsidiaries; (5) any transaction exclusively between the Parent, the Company or any of the Parent's Restricted Subsidiaries, on one hand, and any other Restricted Subsidiary of the Parent, on the other hand, which would constitute an Affiliate Transaction solely because the Parent, the Company or a Restricted Subsidiary of the Parent owns an equity interest in or otherwise controls such Restricted Subsidiary; PROVIDED, that such transaction is not otherwise prohibited by this Indenture; (6) any agreement or arrangement as in effect on the Issue Date and described in the Offering Circular or any renewals or extensions of any such agreement or arrangement (so long as such renewals or extensions are not less favorable to the Parent, the Company, or the applicable Restricted Subsidiary of the Parent or the Holders in any material respect as determined by the Board of Directors of the Parent or (Bin its reasonable and good faith judgment than the original agreement as in effect on the Issue Date) for which and the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of viewtransactions evidenced thereby; (27) any transaction solely between an Issuer and any indemnity provided in the ordinary course of its Restricted Subsidiaries business on behalf of officers, directors or solely between employees of the Parent, the Company or the Parent's Restricted Subsidiaries;; and (3) the payment of reasonable fees and compensation (including through 8) the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments that would not otherwise by prohibited by Section 5.09 this Indenture which would constitute an Affiliate Transaction solely because such Capital Stock is issued and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time sold to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 equity holder of the Parent Parent, the Company or an Issuer solely because such Restricted Subsidiary of the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderParent.

Limitation on Transactions with Affiliates. (a) The Issuers Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew amend or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (each an "Affiliate Transaction") or extend, renew, waive or otherwise modify in any material respect the terms of any Affiliate Transaction entered into prior to or on the Issue Date, if the terms of such HolderAffiliate Transaction after giving effect to such extension, renewal, replacement, waiver or other modification, taken as a whole, are more disadvantageous to the Holders of Notes in any material respect than the original agreement as in effect on the Issue Date unless (1) of 10% such Affiliate Transaction is between or among the Issuer, one or more of any class of Capital Stock its Wholly Owned Subsidiaries, and/or one or more of the Parent Restricted Subsidiaries that are also Guarantors; or with any (2) the terms of such Affiliate of Transaction are fair and reasonable to the Parent, an Issuer or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable as the terms which could reasonably be expected to be obtained by the Issuers Issuer or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a Person that common plan) involving an amount or having a fair market value in excess of $10.0 million which is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: permitted under clause (1) transactions (A) approved by above, the Issuer must obtain a resolution of the majority of the disinterested directors members of the Board of Directors of the Parent, or where no Issuer certifying that such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or Affiliate Transaction complies with clause (B2) for which the Parent above. In any Affiliate Transaction (or any Restricted Subsidiary delivers series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $40.0 million which is not permitted under clause (1) above, the Issuer must obtain a favorable written opinion as to the Trustee a written opinion of a nationally recognized investment bankingfairness, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view, of such transaction or transactions, as the case may be, from an Independent Financial Advisor. The foregoing provisions shall not apply to (1) any Restricted Payment that is not prohibited by the provisions described in Section 4.08; (2) any transaction solely between pursuant to an Issuer agreement, arrangement or understanding existing on the Issue Date and any of its Restricted Subsidiaries described in the Offering Memorandum and that was entered into or solely between Restricted Subsidiariesamended in compliance with or otherwise permitted to exist under the Existing Senior Subordinated Notes Indenture; (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) paid to, and indemnification and similar arrangements any indemnity provided to or on behalf of, current, former or future directors, any officers, directors or employees or consultants of Parent the Issuer or any Restricted Subsidiary Affiliate of Parentthe Issuer or of such officers, directors or employees as determined in good faith by the Issuer's Board of Directors or senior management thereof; (4) any transaction between the issuance Issuer or sale any of Capital Stock (other than Disqualified Stock) of an Issuerthe Restricted Subsidiaries and their Affiliates involving ordinary course investment banking, commercial banking or related activities; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investmentstransaction with any Affiliate solely in its capacity as a holder of Indebtedness or Capital Stock of the Issuer or any of its Subsidiaries where such Affiliate is treated no more favorably than holders of such Indebtedness or such Capital Stock generally; (6) transactions between or among the Issuer or any contractsRestricted Subsidiary, instruments or other agreements or arrangements in each case as in effect on the date of this Indentureone hand, and any other Person controlled by (as such term is defined in the definition of "Affiliate") the Issuer, on the other hand, so long as (a) at least 25% of the voting securities of such other Person are beneficially owned by Persons other than the Issuer or any Affiliate thereof, (b) there exists no other substantial business relationship between the Issuer and its Affiliates and the Persons who beneficially own at least 25% of the voting securities of such other Person referred to in clause (a) above, other than the transactions pursuant thereto or contemplated therebyin question, and no such other business relationship is reasonably expected and (c) no portion of the remaining interest in such other Person is owned by a Person that controls (as such term is defined in the definition of "Affiliate") the Issuer, or any amendment, modification between or supplement thereto among such Subsidiaries or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this IndenturePersons; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into transaction permitted 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business;provisions described under Section 5.01; and (8) loans any transaction, the prohibition of which, by operation of this covenant, would violate the "Limitation on Dividend and advances to officers and employees of the Parent, an Issuer or any Other Payment Restrictions Affecting 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 Subsidiaries" covenant in the ordinary course of business; (9) transactions with a Person that is an Affiliate of Existing Senior Subordinated Notes Indenture or the Parent or an Issuer solely because indenture governing the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderHolding Company Notes.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) 52 -45- with any Affiliate (including entities in which the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (Company or any Affiliate of such Holderthe Restricted Subsidiaries owns a minority interest) or holder of 10% or more of any class of Capital the Company's Common Stock (each of the Parent foregoing, an "Affiliate Transaction") or with extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and/or Wholly-Owned Restricted Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $1 million which is not such permitted under clause (i) above, the Company must obtain a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) Resolution approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval Company (and a majority of the directors disinterested members of the Board of Directors of the Parent or Company) certifying that such Affiliate Transaction complies with clause (Bii) for above. In transactions with a value in excess of $5 million which are not permitted under clause (i) above, the Parent or any Restricted Subsidiary delivers to the Trustee Company must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm of nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view;standing. (2b) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; The foregoing provisions will not apply to (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5i) any Restricted Payments Payment that is not prohibited by Section 5.09 and Investments constituting Permitted Investments; 4.13, (6ii) any contractstransaction, instruments approved by the Board of Directors of the Company, with an officer or other agreements director of the Company or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former in his or future officers and employees of the Parent her capacity as officer or an Issuer or such Restricted Subsidiary and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case director entered into in the ordinary course of business; (8) loans , including compensation and advances to officers and employees employee benefit arrangements with any officer or director of the Parent, an Issuer Company or of 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 Parent or an Issuer, directly or indirectly, owns Capital Stock ofSubsidiary, or controls such Person; (10iii) any transaction with a Person who is not an Affiliate immediately before Transaction entered into prior to the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderIssue Date.

Limitation on Transactions with Affiliates. (a) The Issuers shall Garden State will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction (including the purchase, sale, lease or exchange series of property or assets, or the rendering of any servicerelated transactions) with any Holder (or any Affiliate of such Holdereach a "Transaction") of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer Garden State or any Unrestricted Subsidiary of Garden State, including, without limitation, any sale, purchase, lease or loan or any other direct or indirect payment, transfer or other disposition of assets, property or services, unless (a) such Transaction is on terms no less favorable to Garden State or such Restricted Subsidiary, as the case may be, than those that could be obtained in each case a comparable arm's-length transaction with an independent third party (the "Fairness Condition") and (b) prior to effecting such Transaction, Garden State shall deliver to the Trustee (i) with respect to any Transaction involving aggregate consideration in excess of $1.0 million, an officers' certificate certifying that a majority of the greater disinterested members of the Board of Directors of Garden State has approved such Transaction and has determined that the terms of such Transaction satisfy the Fairness Condition and (ii) in addition, with respect to any Transaction involving (x) aggregate consideration in excess of $42,000,000 and 1.0 million in which there are no disinterested directors or (y) 0.3% aggregate consideration in excess of consolidated Adjusted Total Assets of $10.0 million, a written opinion from a nationally recognized investment banking firm stating that the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at Transaction satisfy the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder Fairness Condition or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise are fair to the Issuers Garden State or such Restricted Subsidiary from a financial point of view. . Clause (bb)(ii)(y) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions to purchases of newsprint in the ordinary course of business by Garden State and its Restricted Subsidiaries from Affiliates of Garden State or of its Restricted Subsidiaries. Notwithstanding the foregoing, this provision will not apply to (A) approved by any Transaction between Garden State and a majority Restricted Subsidiary of the disinterested directors of the Board of Directors of the ParentGarden State, or where no such disinterested directors exist, by unanimous approval between Restricted Subsidiaries of Garden State (provided that in the directors case of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee that is not a written opinion Wholly Owned Subsidiary, no affiliate of Garden State is a nationally recognized investment banking, appraisal direct or accounting firm stating that the transaction is fair to the Parent or indirect investor in such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenturethrough Garden State), and any transactions pursuant thereto or contemplated therebytransaction, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , between Garden State and its Restricted Subsidiaries, on the one hand, and Denver Newspapers or its wholly owned Subsidiaries (8) loans and advances to officers and employees as long as Denver Newspapers is a Subsidiary of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of such loans, advances or guaranteesANI), for bona fide business purposeson the other hand, including for reasonable moving (B) the making of Permitted Investments, (C) the making of Restricted Payments in accordance with Section 4.10, and relocation(D) the making of Permitted Intercompany Payments. In connection with this covenant, entertainment and travel expenses and similar expensesany determination regarding whether a director is "disinterested" will be made on the basis of whether such director has, made among other things, a personal stake in the ordinary course of business; (9) business or transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls requiring any such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderdetermination to be made.

Limitation on Transactions with Affiliates. (a) The Issuers Holdings shall not, and shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, to enter into, renew or extend into any transaction (including the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) involving payments or assets with any Holder a Fair Market Value (as reasonably determined by the board of directors (or any Affiliate of such Holderequivalent governing body) of 10% Holdings or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted applicable Subsidiary, in each as the case involving consideration may be) in excess of the greater $5.0 million in any individual transaction or series of related transactions with any of their respective Affiliates unless: (xi) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets such transaction is approved by a majority of the Issuers disinterested members of the board of directors (or equivalent governing body) of Holdings or the applicable Subsidiary, as the case may be; and (ii) in the case of a transaction or series of related transactions involving payments or assets with a Fair Market Value in excess of $20.0 million (as reasonably determined by the board of directors (or equivalent governing body) of Holdings or the applicable Subsidiary, as the case may be), Holdings must in addition obtain a favorable written opinion from a nationally or regionally recognized investment banking, accounting or appraisal firm as to (i) the fairness of the transaction to Holdings and the Restricted Subsidiaries, except upon terms its Subsidiaries from a financial point of view or (ii) that are such transaction is not materially less favorable to the Issuers or such Restricted Subsidiary Holdings and its Subsidiaries than could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-an arm’s length transaction with a Person who was not an Affiliate; provided that is not such neither board approval nor a Holder or an Affiliate or if in the good faith judgment fairness opinion shall be required with respect to (x) Restricted Payments on account of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair Senior Credit Facility or the Notes (or amendments to the Issuers documents relating to such Debt) that are otherwise permitted under and effectuated in accordance with this Indenture or such Restricted Subsidiary from a financial point of view.(y) transactions under, and effectuated in accordance with Joint Venture agreements and services agreements as in effect on the Issue Date; (b) The limitation No later than five Business Days prior to Holdings or any of its Subsidiaries entering into any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) involving payments or assets with a Fair Market Value of Holdings or the applicable Subsidiary, as the case may be, in excess of $10.0 million in any individual transaction or series of related transactions with any of their respective Affiliates, the Issuers shall deliver an Officer’s Certificate to the Trustee setting forth the basis for the Issuers’ determination that such proposed transaction is permitted by this Indenture; provided, however, that this Section 4.10(b) shall not apply to (x) ordinary course transactions with Affiliates otherwise permitted by this Indenture, (y) Restricted Payments on account of the Senior Credit Facility or the Notes (or amendments to the documents relating to such Debt) that are otherwise permitted under and effectuated in accordance with this Indenture, and (z) transactions under, and effectuated in accordance with Joint Venture agreements and services agreements as in effect on the Issue Date case so long as the Fair Market Value of such transaction or series of transactions does not exceed $40.0 million. (c) Notwithstanding the foregoing, the restrictions set forth in Section 5.12(a) does not limit, and this description shall not apply to: (1i) transactions any transaction between or among Holdings and/or one or more Subsidiaries (or any entity that becomes a Subsidiary as a result of such transaction) to the extent permitted or not restricted by this Indenture; (ii) any issuance, sale or grant 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 approved by the board of directors (or equivalent governing body) of any Parent Company, Holdings or any Subsidiary; (iii) provision of administrative, legal and regulatory, engineering, accounting, marketing, insurance and telecommunications services to Subsidiaries of Holdings and the allocation of the cost of such services and of overhead and corporate group costs among Holdings and its Subsidiaries consistent with IFRS and Holdings’ accounting policies generally applied; (iv) (A) approved transactions permitted by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or Sections 4.06(b)(iv) and (xiii) and Section 4.08 (including any Permitted Investment) and (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion issuances of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point Capital Stock and issuances and incurrences of viewDebt not restricted by this Indenture; (2v) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements transactions in each case as in effect existence on the date of this Indenture, Issue Date and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto extension thereof to the extent that such amendment, modification or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replacedextension, taken as a whole, is not (A) materially adverse to the Holders or (B) more disadvantageous to the Holders than the relevant transaction in existence on the Issue Date; (vi) any payments pursuant to a tax sharing agreement between Holdings and any other Person with which Holdings files a consolidated tax return or with which Holdings is part of a consolidated group for tax purposes; (vii) Guarantees permitted by Section 4.06; (viii) loans and other transactions among the Issuers and the Restricted Subsidiaries at Guarantors to the time executed than the original agreement or arrangements as in effect on the date of extent permitted under this Indenture; (7ix) any employmentcustomary directors’ fees, consultingindemnification, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers expense reimbursement and employees of the Parent or an Issuer or such Restricted Subsidiary 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 to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plansarrangements, employee including stock option options or similar plans)legal fees, in each case in so long as Holdings’ board of directors (or equivalent body) has approved the ordinary course of businessterms thereof and deemed the services theretofore or thereafter to be performed for such compensation or payments to be fair consideration therefor; (8) loans x) the payment of reasonable out-of-pocket costs and advances expenses related to officers registration rights and employees customary indemnities provided to shareholders under any shareholder agreement; and (xi) (A) any purchase by any Parent Company of the Parent, an Issuer Capital Stock of (or contribution to the equity capital of) Holdings and (B) any intercompany loans made by any Parent Company to Holdings 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiary.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit permit, cause or suffer any of the Restricted Subsidiaries to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including or series of transactions with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any serviceof their respective Affiliates (each an "Affiliate Transaction"), unless (a) with any Holder (such transaction or any Affiliate series of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon related transactions is on terms that are not materially reasonably believed to be no less favorable to the Issuers Company or such Restricted Subsidiary Subsidiary, as the case may be, than those which could be obtainedhave been obtained in a comparable transaction at such time with an unrelated Person, at and (b) with respect to a transaction or series of related transactions involving aggregate payments or Fair Market Value equal to or greater than $10.0 million, the time Company shall have delivered (i) an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with the preceding clause (a) and (ii) a written opinion from an Independent Financial Advisor qualified to pass upon the required matters stating that the terms of such transaction or, if such transaction is pursuant to a written agreement, at the time or series of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise transactions are fair to the Issuers Company or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. . Notwithstanding the foregoing, this Section 4.14 will not restrict the Company or the Restricted Subsidiaries from: (a) making Restricted Payments permitted under Section 4.12; (b) The limitation set forth any issuance of securities, or other payments, awards or grants in Section 5.12(a) does not limitcash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and shall not apply to: (1) transactions (A) stock ownership plans approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval Company; (c) transactions among the Company and Restricted Subsidiaries and transactions among Restricted Subsidiaries of the directors Company otherwise permitted by this Indenture; (d) the making of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer loans and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3) advances and the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future indemnities to directors, officersofficers and employees of the Company and the Restricted Subsidiaries in the ordinary course of business; (e) transactions pursuant to agreements in existence on the Issue Date (including, employees or consultants of Parent without limitation, the limited liability company agreement for the Company) or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect); (f) any employment agreements entered into by an Issuer or any of the Restricted Subsidiary Subsidiaries in the ordinary course of Parent; business; (4g) the issuance or any sale of Capital Stock (other than Disqualified Capital Stock) of an Issuer; the Company; (5h) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as so long as such agreement or arrangements as so amendedno Default has occurred and is continuing, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 management fees to officers and employees of Blue Bar not to exceed $1.0 million in the Parent, an Issuer or aggregate in any Restricted Subsidiary calendar year (including payment of accrued and unpaid amounts paid carried forward to subsequent periods, notwithstanding the $1.0 million limitation otherwise applicable); (i) payments of expenses to Blue Bar permitted pursuant to employee benefit plansSection 4.12(b)(v); (j) transactions with customers, employee stock option clients, suppliers, or similar plans)purchasers or sellers of goods or services, in each case in the ordinary course of business; business and otherwise in compliance with the terms of this Indenture; and (8) loans k) fees and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees expenses incurred 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 connection with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderTransactions.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Holder (or any Affiliate for the benefit of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any an Affiliate of the Parent, an Issuer Company or any Restricted SubsidiarySubsidiary (other than transactions between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) (an "Affiliate Transaction"), in each case involving consideration in excess of the greater of other than (x) $42,000,000 Affiliate Transactions permitted under (b) below and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Affiliate Transactions (including lease transactions) on terms that are not materially no less favorable to the Issuers Company or the relevant Restricted Subsidiary in the aggregate than those that might reasonably have been obtained in a comparable transaction by the Company or such Restricted Subsidiary on an arm's-length basis (as determined in good faith by the Board of Directors of the Company, as evidenced by a Board Resolution) from a person that is not an Affiliate; PROVIDED that except as otherwise provided under (b) below, neither the Company nor any of the Restricted Subsidiaries shall enter into an Affiliate Transaction or series of related Affiliate Transactions involving or having a value of more than $5.0 million unless the Company or such Restricted Subsidiary, as the case may be, has received an opinion from an Independent Financial Advisor, with a copy thereof to the Trustee, to the effect that the financial terms of such Affiliate Transaction are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and such terms are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’stransaction on an arm's-length transaction basis with a Person person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewAffiliate. (b) The limitation foregoing provisions shall not apply to (i) any Restricted Payment that is made in compliance with Section 4.03, (ii) payments by the Company or any of the Restricted Subsidiaries to Renco or DRA of the amounts set forth in Section 5.12(aclauses (4), (5), (6) does not limit, and shall not apply to: (17) transactions (A) approved by a majority of the disinterested second paragraph of Section 4.03 and (iii) reasonable and customary regular fees to directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers Company and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and who are not employees of the Parent or an Issuer or such Restricted Subsidiary Company and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit permit, cause or suffer any of the Restricted Subsidiaries Subsidiary to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with any Holder of their respective Affiliates (other than Affiliates that are not also Affiliates of the Company or any Affiliate of such Holder105 -97- Wholly Owned Restricted Subsidiary) or any beneficial holder of 10% or more of any class of Capital the Common Stock of the Parent Company or with any Affiliate officer or director of the ParentCompany (each, an Issuer "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable to the Company or any such Restricted Subsidiary, in each as the case may be. Each Affiliate Transaction involving consideration aggregate payments or other Fair Market Value in excess of $1.0 million shall be approved by a majority of the greater Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions. In addition to the foregoing, each Affiliate Transaction involving aggregate consideration of $5.0 million or more shall be approved by a majority of the Disinterested Directors; provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this Section 10.14, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company or the Restricted Subsidiaries, as the case may be, and, therefore, shall be permitted under this Section 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date, (iii) transactions related to the provision of internet services in the ordinary course of business; provided that (x) $42,000,000 such transactions are entered into on an arm's length basis and are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board Company or the applicable Restricted Subsidiary, the Fair Market Value of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers consideration received by the Company or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limitSubsidiary, and shall not apply to: (1) transactions (A) approved by a majority as the case may be, reasonably approximates the Fair Market Value of the disinterested directors of services provided, (iv) dividends paid by the Board of Directors of the ParentCompany pursuant to and in compliance with Section 10.13 hereof, or where no such disinterested directors exist(v) customary directors' fees, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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, consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements on behalf ofor legal fees, current, former or future directors, officers, employees or consultants (vi) transactions contemplated by any of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case Affiliate Agreements as in effect on the date Issue Date and (vii) 106 -98- grants of this Indenturecustomary registration rights with respect to securities of the Company. The Company shall use, and any transactions pursuant thereto shall cause each Restricted Subsidiary to use, its commercially reasonable best efforts to ensure that each person in which the Company or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, Restricted Subsidiary makes an Investment that is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries an ISP at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Investment continues to meet the conditions and the payment of compensation to officers and employees requirements of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), definition of "ISP" in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of all material respects until 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate time as a result of Rollup shall have occurred with respect to such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderISP.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such HolderRestricted Subsidiaries owns a minority interest) or holder of 10% or more of any class the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of Capital Stock of the Parent or with any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly Owned Subsidiaries or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a fair market value in excess of $1,000,000 which is not permitted under clause (i) above, the Company must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a Person that is fair market value in excess of $5,000,000 which are not permitted under clause (i) above, the Company must obtain a written opinion as to the fairness of such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Company or such a Restricted Subsidiary from a financial point of viewview from an independent investment banking, accounting or appraisal firm. (b) The limitation limitations set forth in Section 5.12(a4.10(a) does not limit, and shall not apply to (i) any Restricted Payment that is not prohibited by Section 4.08 hereof,(ii) fees and compensation paid to: (1) transactions (A) approved by a majority , and indemnity provided on behalf of, officers, directors or employees of the disinterested directors Company or any Restricted Subsidiary of the Company as determined in good faith by the Board of Directors of the ParentCompany, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2iii) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case agreement as in effect on as of the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, Issue Date or any amendment, modification or supplement thereto replacement thereof or any replacement thereof entered into from time to time, as transaction contemplated thereby so long as any such agreement amendment, modification or arrangements as so amended, modified, supplemented or replaced, taken as a whole, replacement is not materially more disadvantageous to the Issuers and holders of the Restricted Subsidiaries at the time executed Notes in any material respect than the original agreement or arrangements transaction as in effect on the date Issue Date, (iv) the payment to Airlie Enterprises L.L.C. of this Indenture; an overhead allocation fee of $15,000 per month and (7v) any employmentthe payment to Knowledge Alliance Holdings, consulting, service or termination agreement, or customary indemnification arrangements, entered into by Inc. on an Issuer or any Restricted Subsidiary annual basis in connection with current, former or future officers and the training of Company employees of an amount not to exceed the Parent or an Issuer or such Restricted Subsidiary and expenses incurred by the payment Company during its fiscal year ended June 28, 1998 in connection with the comparable training of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderCompany employees.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, following the Issue Date, enter into, renew into or extend permit to exist any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer Company or any Restricted Subsidiary, Significant Stockholder of the Company (an "AFFILIATE TRANSACTION") unless such transaction is on terms that are fair and reasonable to the Company or such Subsidiary and no less favorable to the Company or such Subsidiary than those that could be obtained in each case involving a comparable arm's length transaction with an entity that is not an Affiliate of the Company or a Significant Stockholder of the Company; PROVIDED that in the event such transaction or series of related transactions involves aggregate consideration in excess of $2.0 million, the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets foregoing determination as to fairness shall be made by a majority of the Issuers and Disinterested Directors of the Restricted SubsidiariesBoard of Directors of the Company as evidenced by a Board Resolution; PROVIDED, except upon terms FURTHER, that are not materially less favorable to in the Issuers or such Restricted Subsidiary than could be obtained, at the time of event such transaction oror series of related transactions involves aggregate consideration in excess of $10.0 million, if such transaction is pursuant the Company shall, in addition to obtaining the approval of a written agreement, at the time majority of the execution Disinterested Directors of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s its Board of Directors, no comparable transaction is available with which to compare such transaction, obtain a written opinion of an Independent Financial Advisor stating that the terms of such transaction is otherwise are fair and reasonable to the Issuers Company or such Restricted Subsidiary from a financial point of view. ; PROVIDED, HOWEVER, that (bi) The limitation set forth in Section 5.12(a) does not limitreasonable and customary directors' fees, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf ofand payments thereunder, current(ii) transactions between or among or for the benefit of the Company and its Subsidiaries, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments which are not otherwise prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7iii) any employment, consulting, service or termination agreement, or customary indemnification arrangements, employment agreement entered into by an Issuer the Company 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case its Subsidiaries in the ordinary course of business; , (8) loans and advances to officers and employees iv) Restricted Payments permitted by the provisions of Section 4.10, (v) provision of administrative or management services by the Parent, an Issuer Company or its Subsidiaries 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 their officers to any of their respective Subsidiaries in the ordinary course of business; , (9vi) arm's length transactions with a Person that is an entered into in the ordinary course of business between the Company or any Restricted Subsidiary and any Affiliate of the Parent Company or an Issuer solely because any Significant Stockholder of the Parent Company engaged in a Similar Business and (vii) transactions contemplated by any agreement as in effect as of the Issue Date or an Issuer, directly or indirectly, owns Capital Stock of, or controls any amendment thereto so long as any such Person; (10) any transaction with a Person who amendment is not an disadvantageous to the Holders of the Notes in any material respect and so long as the amounts paid by the Company and the Restricted Subsidiaries under any such amended agreement do not exceed the amounts payable by the Company and the Restricted Subsidiaries on the Issue Date, in each case, shall not be deemed Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderTransactions.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the ParentCompany (including any Affiliate in which the Company or any Subsidiary thereof owns a minority interest) or holder of 15% or more of the Company's Equity Interests (each such transaction, an Issuer "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $5 million in any one year which is not such a Holder permitted under clause (i) or an Affiliate or if in (ii) above, the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Company or such Restricted Subsidiary from Subsidiary, as the case may be, must obtain a financial point resolution of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority an independent committee of the disinterested directors of the its Board of Directors of the Parent, or where no certifying that such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent Affiliate Transaction complies with clause (iii) or (Biv) for which above, as the Parent or any Restricted Subsidiary delivers case may be. The foregoing provisions will not apply to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or executive officers of the Company, (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale continued performance of Capital Stock (other than Disqualified Stock) transactions with Affiliates disclosed in the Plan of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contractsReorganization, instruments or other agreements or arrangements in each case as in effect on the date same terms as disclosed in the Plan of Reorganization and (iii) the transactions with Affiliates listed on Schedule 4.9 to this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit permit, cause or suffer any of the Restricted Subsidiaries Subsidiary to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with any Holder (of their respective Affiliates or any Affiliate of such Holder) beneficial holder of 10% or more of any class of Capital the Common Stock of the Parent Company or with any Affiliate officer or director of the ParentCompany (each, an Issuer "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable to the Company or any such Restricted Subsidiary, in each as the case may be. Each Affiliate Transaction involving consideration aggregate payments or other Fair Market Value in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets 5,000,000 must be approved by a majority of the Issuers and Disinterested Directors or by the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which such approval to compare such transaction, be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction is otherwise fair or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Issuers Company or such the Restricted Subsidiary Subsidiary, as the case may be, are fair from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit. In addition to the foregoing, and the Company shall not apply to: (1) transactions (A) obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the disinterested directors of the Board of Disinterested Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for as to which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment bankinghas been obtained from an Independent Financial Advisor, appraisal or accounting firm stating on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that the transaction is are fair and reasonable to the Parent Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement) or the Second-Lien Note Documents (as defined in the Intercreditor Agreement), (iii) dividends paid by the Company pursuant to and in compliance with this Section 6.06, (iv) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company, and (vi) Restricted Payments permitted under Section 6.04 provided that any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to timeSubsidiary, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereundermay be.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assetsProperty, or the rendering of any service) with any Holder (service or any Affiliate of such Holder) of 10% or more the payment of any class of Capital Stock of the Parent management, advisory or similar fees, with any Affiliate of (other than the Parent, an Issuer Borrower or any Restricted SubsidiaryWholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, in each case involving consideration in excess of the greater of (xb) $42,000,000 upon fair and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such a Holder or an Affiliate or if Affiliate; PROVIDED that nothing contained in this Section 7.10 shall be deemed to prohibit: (a) the good faith judgment payment of transaction expenses in connection with this Agreement, the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to Acquisition and the Issuers or such Restricted Subsidiary from a financial point of view.Arms▇▇▇▇▇ ▇▇▇ Acquisition; (b) The limitation set forth the Borrower or any of its Subsidiaries from entering into or performing an agreement with the Sponsors for the rendering of management consulting or financial advisory services for compensation not to exceed in Section 5.12(a) does the aggregate $1,000,000 per year plus reasonable out-of-pocket expenses, PROVIDED that at any time when a Default or an Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may not limitmake any payments to the Sponsors under any such agreement and such payments may accrue to the Sponsors and may be paid in full after such Default or Event of Default has been cured or waived, PROVIDED FURTHER that at any time when the Borrower and shall its Subsidiaries are not apply to:permitted to make payments to the Sponsors under any such agreements, the Sponsors may elect to receive Capital Stock of the Borrower in lieu of such payments; (1c) transactions the Borrower or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Borrower or any of its Subsidiaries, in respect of liabilities (A) approved arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by a majority the Borrower or any of the disinterested directors of the Board of Directors of the Parentits Subsidiaries, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) incurred to third parties for which any action or failure to act of the Parent Borrower or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries Subsidiaries, predecessors or solely between Restricted successors, (C) arising out of the performance by the Sponsors of management consulting or financial advisory services provided to the Borrower or any of its Subsidiaries, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Borrower or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Borrower or any of its Subsidiaries; (3d) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent Borrower or any Restricted Subsidiary of Parentits Subsidiaries from performing any agreements or commitments with or to any Affiliate existing on the date hereof and described on Schedule 7.10; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5e) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6transaction permitted under Sections 7.3(l), 7.4, 7.6, 7.8(h) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby7.8(p), or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before Wholly Owned Subsidiary of the consummation Borrower; (f) the Borrower or any of such transaction that becomes an Affiliate as a result of such transactionits Subsidiaries from performing its obligations under the Tax Sharing Agreement; or (11g) the entering into or amending issuance of any tax sharing, allocation or similar agreement and any payments thereunderthe Preference Stock.

Limitation on Transactions with Affiliates. (a) The Issuers Issuer shall not, and shall not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of including entities in which the Parent or with any Affiliate of the Parent, an Issuer or any of its Restricted Subsidiaries own a minority interest)(an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, replacement, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between or among the Issuer and/or its Restricted Subsidiaries and/or, in the event of the Asset Drop-Down, the Holding Company; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Issuer or such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Issuer or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $2,000,000 which is not such permitted under clause (i) above, the Issuer must obtain a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors resolution of the Board of Directors of the ParentIssuer certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction with a value in excess of $10,000,000 which is not permitted under clause (i) above (other than any sale by the Issuer of its Capital Stock that is not Disqualified Capital Stock), the Issuer must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm. (b) The limitations set forth in Section 4.11(a) shall not apply to (i) any Restricted Payment that is not prohibited by Section 4.09 hereof or where no such disinterested directors existPermitted Investment permitted by Section 4.13 hereof, (ii) any transaction pursuant to an agreement, arrangement or understanding existing on the Issue Date, (iii) any transaction, compensation or agreement approved by unanimous approval of the directors of the Board of Directors of the Parent Issuer, with an officer or (B) for which the Parent director of or any Restricted Subsidiary delivers consultant to the Trustee a written opinion Issuer or of a nationally recognized investment banking, appraisal any Subsidiary in his or accounting firm stating that the transaction is fair to the Parent her capacity as officer or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , (8) 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; (9iv) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuerpermitted by Section 5.01 hereof, directly or indirectly, owns Capital Stock of, or controls such Person; (10v) any transaction with (a) between the Issuer and any THL Group Member solely in its capacity as a Person who holder or buyer of the Issuer's Capital Stock or (b) in the event of the Asset Drop-Down, between the New Operating Company and the Holding Company solely in its capacity as a holder or buyer of the New Operating Company's Capital Stock, provided that any such transaction described in this clause (v) is not an Affiliate immediately before otherwise prohibited by this Indenture, or (vi) in the consummation event of the Asset Drop-Down, any commercially reasonable transaction between the New Operating Company and the Holding Company solely in its capacity as a holder or buyer of the New Operating Company's Indebtedness provided that any such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderis not otherwise prohibited by this Indenture.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or , with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of unless such transaction is (xa) $42,000,000 otherwise permitted under this Agreement and (yb) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially no less favorable to the Issuers Company or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such an Affiliate; provided that nothing contained in this Section 8.10 hereof shall be deemed to prohibit: (i) the payment of transaction expenses in connection with this Agreement and the Note Purchase Transactions, including, but not limited to, the payment by the Company of the Commitment Fee due to TCII or any of its Affiliates other than Holdings, the Company or any of their Subsidiaries; (ii) the Company or any of its Subsidiaries from entering into or performing an agreement with GSCP for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $1,720,000 per year plus reasonable out-of-pocket expenses; provided that at any time during which a Holder Default or an Affiliate Event of Default has occurred and is continuing, the Company and its Subsidiaries may not make any payments to GSCP under any such agreement and such payments may accrue to GSCP and may be paid in full after such Default or if Event or Default has been cured or waived; provided further that at any time during which the Company and its Subsidiaries are not permitted to make payments to GSCP under any such agreements, GSCP may elect to receive Capital Stock of Holdings in lieu of such payments; (iii) the good faith judgment Company or any of its Subsidiaries from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Parent’s Board Company or any of Directorsits Subsidiaries, no comparable in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (C) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (D) to the fullest extent permitted by Delaware or other applicable state Law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries; (iv) the Company or any of its Subsidiaries from performing any agreements or commitments with or to any Affiliate existing on the Closing Date and described on Schedule 8.10 hereto; (v) any transaction is available permitted under Section 8.3(k), 8.4(d), 8.4(i), 8.4(j), 8.4(k), 8.5, 8.7, 8.9(e) or 8.9(k) hereof, or any transaction with which a Wholly Owned Subsidiary of the Company, (vi) the Company or any of its Subsidiaries from performing its obligations under the Tax Sharing Agreement to compare such transactionthe extent permitted by Section 8.7(d) hereof (including interest and penalties); or (vii) the making of loans to the Company by TCII or any Affiliate thereof other than Holdings, the Company and their Subsidiaries pursuant to this Agreement. For purposes of this Section 8.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first sentence hereof if (i) such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested Disinterested Directors of the board of directors of the Board of Directors of the ParentCompany or such Subsidiary, or where (ii) in the event that at the time of any such transaction, there are no such disinterested directors exist, by unanimous approval Disinterested Directors serving on the board of the directors of the Board of Directors of the Parent Company or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of such Subsidiary, such transaction shall be approved by a nationally recognized investment banking, appraisal or accounting firm stating that expert with expertise in appraising the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer terms 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees conditions of the Parent or an Issuer or such Restricted Subsidiary and the payment type of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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), transaction 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 which approval is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderrequired.

Limitation on Transactions with Affiliates. (a) The Issuers Borrower shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter intosell, renew lease, transfer or extend otherwise dispose of any transaction (including the purchaseof its properties or assets to, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with benefit of, any Affiliate of the Parent, an Issuer Borrower or any Restricted Subsidiary, in Subsidiary (each case involving consideration in excess of the greater of foregoing, an "Affiliate Transaction"), unless (xi) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon such Affiliate Transaction is on terms that are not materially no less favorable to the Issuers Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary than could be obtainedwith a non-Affiliated Person, at (ii) such Affiliate Transaction is approved by a majority of the time disinterested members of the Borrower's Board of Directors and (iii) the Borrower delivers to the Agent (A) with respect to any Affiliate Transaction involving aggregate payments in excess of $1,000,000, an Officers' Certificate certifying that such transaction orAffiliate Transaction complies with clauses (i) and (ii) above and (B) with respect to any Affiliate Transaction (or series of related transactions) with an aggregate value in excess of $5,000,000, if such an opinion from a nationally recognized investment bank to the effect that the transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Borrower or such the Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. (b) The limitation set forth in Section 5.12(aprovisions of paragraph (a) does not limit, and above shall not apply toprohibit: (1i) employment arrangements (including customary benefits thereunder) entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Borrower or such Restricted Subsidiary; (ii) transactions solely between or among the Borrower and its Wholly Owned Restricted Subsidiaries or solely between or among Wholly Owned Restricted Subsidiaries; (Aiii) transactions permitted under Section 8.6; (iv) any agreement as in effect on the Effective Date and listed on Schedule 8.9 or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Effective Date; (v) the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Effective Date; (vi) services provided to any Unrestricted Subsidiary of the Borrower for fees approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or Borrower; and (Bvii) for which the Parent or any Restricted Subsidiary delivers subject to the Trustee a written opinion terms of a nationally recognized investment bankingthis Agreement, appraisal including but not limited to Sections 4.2(e), 8.2, 8.5 and 8.12, the issuance, sale or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point other disposition of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock Equity Interest (other than Disqualified Stock) of an Issuer; (5) the Borrower, including any Restricted Payments not prohibited by Section 5.09 equity-related agreements relating thereto such as registration rights and Investments constituting Permitted Investments; (6) any contracts, instruments or other voting agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as so long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is agreements do not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as result in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderEquity Interests being Disqualified Stock.

Limitation on Transactions with Affiliates. (a) The Issuers shall QCP will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction or series of related transactions (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (Affiliate of QCP or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any its Restricted SubsidiarySubsidiaries, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries10.0 million, except upon terms that are not materially less favorable to the Issuers QCP or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction (to the extent there is such a transaction) with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewAffiliate. (b) The limitation set forth in Section 5.12(a4.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent QCP or (B) for which the Parent QCP or any Restricted Subsidiary of QCP delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent QCP or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer or among QCP and any of its Restricted Subsidiaries or solely between or among Restricted SubsidiariesSubsidiaries of QCP (in each case, including any entity that becomes (including by redesignation) a Restricted Subsidiary of QCP as a result of such transaction); (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification indemnification, reimbursement of expenses and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants directors of Parent QCP or any Restricted Subsidiary of ParentQCP; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an IssuerQCP; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting 4.09 or any Permitted InvestmentsInvestment; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this IndentureIssue Date (or, if entered into in connection with the Spin-Off and not in effect on the Issue Date, as in effect on the Spin-Off Completion Date), and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers QCP and the its Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this IndentureIssue Date or the Spin-Off Completion Date, as applicable; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer QCP or any Restricted Subsidiary of QCP with current, former or future directors, officers and employees of the Parent or an Issuer QCP or such Restricted Subsidiary and the payment of compensation and reimbursement of expenses and the providing of other benefits (including retirement, health, disability, option, deferred compensation, insurance and other employment benefits) to such directors, officers and employees of the Parent, an Issuer QCP or any Restricted Subsidiary of QCP (including amounts paid pursuant to employee benefit plans, employee stock option or similar plansplans and including issuances of Capital Stock or other securities, loans or other payments, grants and awards), in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer QCP or any Restricted Subsidiary of QCP 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 QCP solely because the Parent or an IssuerQCP, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or; (11) payments to an Affiliate in respect of the Notes or any other Indebtedness of the Issuers or any Restricted Subsidiary on the same basis as concurrent payments made or offered to be made in respect thereof to non-Affiliates, any contribution to the capital of QCP or its Restricted Subsidiaries and the issuance of Capital Stock of QCP or its Restricted Subsidiaries and the granting of registration and other customary rights in connection therewith; (12) any transactions pursuant to the Transactions, the Transaction Agreements and any actions pursuant thereto or contemplated thereby, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to QCP and its Restricted Subsidiaries than the original agreement or arrangement in existence on the Spin-Off Completion Date (or if such agreement or contract is not in effect on the Spin-Off Completion Date or in the case of the Transaction Agreements, their respective dates); (13) the entering into or amending of any tax sharing, allocation or similar agreement between the Issuers and any payments thereunder; (14) transactions between QCP or any of its Restricted Subsidiaries and any Person that would constitute an Affiliate Transaction solely because a director of such Person is also a director of QCP or any of its Restricted Subsidiaries or any direct or indirect parent of QCP; provided, however, that such director abstains from voting as a director of QCP or such Restricted Subsidiary or such direct or indirect parent of QCP, as the case may be, on any matter involving such other Person; (15) transactions with joint ventures and Subsidiaries thereof and Unrestricted Subsidiaries relating to the provision of management services, overhead or similar services or transactions that are approved by a majority of the disinterested members of QCP’s Board of Directors (a director shall be disinterested if he or she has no interest in such joint venture or Unrestricted Subsidiary other than through QCP and its Restricted Subsidiaries); provided that no Affiliate of QCP (other than QCP’s Restricted Subsidiaries) has an interest (other than indirectly through QCP and other than such joint venture or Unrestricted Subsidiary) in any such joint venture or Unrestricted Subsidiary; (16) pledges of Capital Stock of Unrestricted Subsidiaries; (17) the conversion of all or any portion of the leased properties of QCP or its Subsidiaries to a structure permitted by the Housing and Economic Recovery Act of 2008 (referred to as “RIDEA”), under which leased properties may be leased from QCP or its Subsidiaries to Subsidiaries of QCP, which engage third parties to manage and operate such facilities; and (18) entering into or modifying leases or related agreements among QCP and any Restricted Subsidiary with terms that permit the leases or related agreements to comply with requirements applicable to real estate investment trusts under the Code, including the requirement that the leases be respected as “true leases” under the Code, and to enable QCP to avoid the payment of any tax provided that such new or modified leases or related agreements are on terms that, taken as a whole, are not materially less favorable to QCP or the relevant Restricted Subsidiary than those that might reasonably have been obtained at such time from a Person that is not an Affiliate. (c) Notwithstanding Sections 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and not covered by clauses (2) through (18) of Section 4.12(b): (i) the aggregate amount of which exceeds $20.0 million of consideration, must be approved or determined to be fair in the manner provided for in Section 4.12(b)(1)(A) or (B); and (ii) the aggregate amount of which exceeds $30.0 million in value, must be determined to be fair in the manner provided for in Section 4.12(b)(1)(B).

Limitation on Transactions with Affiliates. (a) The Issuers Borrower shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly or indirectly, enter intosell, renew lease, transfer or extend otherwise dispose of any transaction (including the purchaseof its properties or assets to, sale, lease or exchange of purchase any property or assetsassets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with benefit of, any Affiliate of the Parent, an Issuer Borrower or any Restricted Subsidiary, in Subsidiary (each case involving consideration in excess of the greater of foregoing, an "Affiliate Transaction"), unless (xi) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon such Affiliate Transaction is on terms that are not materially no less favorable to the Issuers Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary than could be obtainedwith a non-Affiliated Person, at (ii) such Affiliate Transaction is approved by a majority of the time disinterested members of the Borrower's Board of Directors and (iii) the Borrower delivers to the Agent (A) with respect to any Affiliate Transaction involving aggregate payments in excess of $1,000,000, an Officers' Certificate certifying that such transaction orAffiliate Transaction complies with clauses (i) and (ii) above and (B) with respect to any Affiliate Transaction (or series of related transactions) with an aggregate value in excess of $5,000,000, if such an opinion from a nationally recognized investment bank to the effect that the transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Borrower or such the Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view. (b) The limitation set forth in Section 5.12(aprovisions of paragraph (a) does not limit, and above shall not apply toprohibit: (1i) employment arrangements (including customary benefits thereunder) entered into by the Borrower or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Borrower or such Restricted Subsidiary; (ii) transactions solely between or among the Borrower and its Wholly Owned Restricted Subsidiaries or solely between or among Wholly Owned Restricted Subsidiaries; (Aiii) transactions permitted under Section 8.6; (iv) any agreement as in effect on the Effective Date and listed on Schedule 8.9 or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on the Effective Date; (v) the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party on the Effective Date; (vi) services provided to any Unrestricted Subsidiary of the Borrower for fees approved by a majority of the disinterested directors members of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of viewBorrower; (2vii) subject to the terms of this Agreement, including but not limited to Sections 4.2(e), 8.2, 8.5 and 8.12, the issuance, sale or other disposition of any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock Equity Interest (other than Disqualified Stock) of an Issuer; (5) the Borrower, including any Restricted Payments not prohibited by Section 5.09 equity-related agreements relating thereto such as registration rights and Investments constituting Permitted Investments; (6) any contracts, instruments or other voting agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as so long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is agreements do not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as result in effect on the date of this Indenture;such Equity Interests being Disqualified Stock; and (7viii) any employmentthe Borrower from entering into an LMA Agreement concerning station WYCB-AM, consultingWashington, service or termination agreementD.C. with the Unrestricted Subsidiary which owns such station, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees of provided that 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation Agent promptly receives a copy 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderLMA Agreement.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not cause or permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder (Affiliate or any Affiliate of such Holder) holder of 10% or more of any class the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of Capital Stock of the Parent or with any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly-Owned Restricted Subsidiaries; or (ii) the terms of such Affiliate Transaction is fair and reasonable to the ParentCompany or such Restricted Subsidiaries, an Issuer as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereformay be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. Any Affiliate Transaction involving an amount or having a Person that value in excess of $1.0 million which is not such permitted under clause (i) above shall have been approved by a Holder or an Affiliate or if in the good faith judgment majority of the Parent’s Company's Board of Directors. In transactions with a value in excess of $5.0 million which are not permitted under clause (i) above, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair the Company must obtain a written opinion as to the Issuers or fairness of such Restricted Subsidiary a transaction from a financial point of viewan independent investment banking firm. (b) The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: to (1i) transactions any Restricted Payment that is not prohibited by the provisions described under Section 4.08 contained herein, (Aii) approved by a majority of payments to Lancer under the disinterested Tax Sharing Agreement, (iii) payments to participants in the Equity Participation Plan in an amount not exceeding $1.32 million in any fiscal year and $5.28 million in the aggregate, (iv) reasonable and customary regular fees to directors of the Board of Directors Company who are not employees of the ParentCompany, (v) loans or where no such disinterested directors exist, by unanimous approval advances to officers of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer Company 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees for bona fide business purposes 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case Company in the ordinary course of business; , (8) loans vi) royalty payments by the Company to T-H Licensing pursuant to that certain letter agreement dated as of December 29, 1989 between the Company and advances T-H Licensing (as such agreement may be amended from time to officers time pursuant to its terms), provided that any such payment (less any amounts permitted to be retained by T-H Licensing pursuant to the Credit Agreement) is returned to the Company as a loan within sixty days after receipt of such payment by T-H Licensing, (vii) payments or distributions to participants in the New Equity Incentive Plan pursuant to the terms thereof, and employees (viii) payments of the ParentCompany's allocated portion of the Lancer consolidated group's corporate expenses and fees to Lancer or any Affiliate of Lancer incurred in connection with Lancer's or any Affiliate of Lancer's performance of management consulting, an Issuer or monitoring and financial advisory services with respect to the Company and any Restricted Subsidiary in an amount not to exceed $2.0 million in any fiscal year excluding amounts paid prior to the Issue Date); provided, however, that notwithstanding anything to the contrary contained in this Indenture, the Company shall not be permitted to pay to Lancer 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 any Affiliate of Lancer any amount for such services in excess of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; amount set forth in this clause (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderviii).

Limitation on Transactions with Affiliates. (a) The Issuers shall not, and shall not permit any of the their Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Issuers or any Affiliate of such Holderits Restricted Subsidiaries own a minority interest) or holder of 10% or more of any class the Issuers' Common Stock (an "Affiliate Transaction") other than transactions existing on the date hereof and described on Schedule 4.11 hereto, or extend, renew, waive or otherwise modify the terms of Capital Stock of the Parent or with any Affiliate of Transaction entered into prior to the ParentIssue Date if such extension, an Issuer renewal, waiver or other modification is more disadvantageous to the Holders in any Restricted Subsidiary, material respect than the original agreement as in each case involving consideration in excess of effect on the greater of Issue Date unless (xi) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of such Affiliate Transaction is between or among the Issuers and their Wholly-Owned Subsidiaries; or (ii) the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less favorable fair and reasonable to the Issuers or such Restricted Subsidiary than Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to obtained by the Issuers or such Restricted Subsidiary Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $1,000,000 which is not permitted under clause (i) above, the Issuers must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a value in excess of $3,000,000 which are not permitted under clause (i) above, the Issuers must obtain a written opinion as to the fairness of such a transaction from a financial point of viewan independent investment banking firm. (b) The limitation limitations set forth in Section 5.12(a4.11(a) does not limit, and shall not apply to: to (1i) transactions any Restricted Payment that is not prohibited by Section 4.09 hereof, (Aii) any transaction, approved by a majority of the disinterested directors of the Board of Directors of the ParentIssuers, with an officer or where no such disinterested directors exist, by unanimous approval director of the directors Issuers or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as officer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , (8) loans iii) transactions permitted by Section 5.01 hereof or (iv) transactions after the date of this Indenture that are expressly contemplated by the Securities Purchase Agreement and advances the Securityholders Agreement (including any registration rights described therein) and are not prohibited by any other provision of this Indenture or the Notes; provided that the aggregate management, advisory, consulting and similar fees paid by the Company to officers ▇▇▇▇▇▇ ▇▇▇▇▇ and employees its Affiliates pursuant to the Securities Purchase Agreement or otherwise shall not exceed (y) $1,000,000 during any fiscal year less (z) the amount of any distributions made by the Company during such fiscal year pursuant to clause (vi) of the Parentsecond paragraph of Section 4.09, an Issuer and provided, further, that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of a Default or any Restricted Subsidiary or guarantees in respect thereof (or cancellation Event 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderDefault.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend permit to exist any transaction (including including, without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any service) with any Holder (or any Affiliate for the benefit of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any an Affiliate of the Parent, an Issuer Company or any Restricted SubsidiarySubsidiary (other than transactions between the Company and a Wholly-Owned Restricted Subsidiary or between Wholly-Owned Restricted Subsidiaries) (an “Affiliate Transaction”), in each case involving consideration in excess of the greater of other than (x) $42,000,000 Affiliate Transactions permitted under (b) below and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Affiliate Transactions (including lease transactions) on terms that are not materially no less favorable to the Issuers Company or the relevant Restricted Subsidiary in the aggregate than those that might reasonably have been obtained in a comparable transaction by the Company or such Restricted Subsidiary on an arm’s-length basis (as determined in good faith by the Board of Directors of the Company, as evidenced by a Board Resolution) from a person that is not an Affiliate; provided that except as otherwise provided under (b) below, neither the Company nor any of the Restricted Subsidiaries shall enter into an Affiliate Transaction or Series of related Affiliate Transactions involving or having a value of more than $5.0 million unless the Company or such Restricted Subsidiary, as the case may be, has received an opinion from an Independent Financial Advisor, with a copy thereof to the Trustee, to the effect that the financial terms of such Affiliate Transaction are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and such terms are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable transaction on an arm’s-length transaction basis with a Person person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of viewAffiliate. (b) The limitation foregoing provisions shall not apply to (i) any Restricted Payment that is made in compliance with Section 4.03, (ii) payments by the Company or any of the Restricted Subsidiaries to Renco or DRA of the amounts set forth in Section 5.12(aclauses (4), (5), (7) does not limit, and shall not apply to: (1) transactions (A) approved by a majority 8) of the disinterested second paragraph of Section 4.03 and (iii) reasonable and customary regular fees to directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers Company and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and who are not employees of the Parent or an Issuer or such Restricted Subsidiary Company and the payment of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderSubsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderits Restricted Subsidiaries own a minority interest) or holder of 10% or more of the Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any class of Capital Stock Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and its Wholly-Owned Subsidiaries or between or among Wholly-Owned Subsidiaries of the Parent Company; or with any (ii) the terms of such Affiliate of Transaction are fair and reasonable to the Parent, an Issuer Company or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less commercially reasonable and at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an 62 -54- arm's-length transaction basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $1 million which is not permitted under clause (i) above, the Company must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a Person value in excess of $3 million which are not permitted under clause (i) above, the Company must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm, provided, that, in the case of loans from the Company to an Affiliate or loans from an Affiliate to the Company, no such fairness opinion shall be required if the Company has obtained a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (ii) above. The foregoing provisions will not apply to (i) any Restricted Payment that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directorsprohibited by Section 4.09 hereof, no comparable transaction is available with which to compare such (ii) any transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors of the Board of Directors of the ParentCompany, with an officer or where no such disinterested directors exist, by unanimous approval director of the directors Company or of the Board of Directors of the Parent any Subsidiary in his or (B) for which the Parent her capacity as officer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; , or (8) loans and advances to officers and employees of the Parent, an Issuer or iii) 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 transaction entered into in the ordinary course of business; (9) transactions , consistent with a Person that is an Affiliate past practice, with any of the Parent UpRight Ireland, Instant Deutschand or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderInstant Australia.

Limitation on Transactions with Affiliates. (a) The Issuers shall will not, and shall will not permit any of the Restricted their Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or Issuers (including any Restricted Subsidiary, Affiliate in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to which the Issuers or such Restricted any Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to thereof owns a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare minority interest) (each such transaction, such transaction is an “Affiliate Transaction”) or extend, renew, waive or otherwise fair modify the terms of any Affiliate Transaction entered into prior to the Issuers Issue Date unless (i) such Affiliate Transaction is solely between or among Holdings and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of Holdings; or (iii) the terms of such Affiliate Transaction are fair and reasonable, as determined by the Board of Directors of Holdings, to Holdings or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limitSubsidiary, as the case may be, and shall not apply to: (1) transactions (A) approved the terms of such Affiliate Transaction are at least as favorable, as determined by a majority of the disinterested directors of the Board of Directors of the ParentIssuer that is the direct parent of such Wholly-Owned Subsidiary, as the terms which could be obtained by the Issuer or where no such disinterested directors existSubsidiary, by unanimous approval as the case may be, in a comparable transaction made on an arm’s-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $5 million in any one year which is not permitted under clause (i) or (ii) above, the directors Issuer or such Subsidiary, as the case may be, must obtain a resolution of the an independent committee of its Board of Directors of certifying that such Affiliate Transaction complies with clause (iii) above, as the Parent or case may be. The foregoing provisions will not apply to (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or officers of the Issuers (including through the issuance of Capital Stockstock options and/or stock awards) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale continued performance of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case Affiliates disclosed in the ordinary course Plan of business; (8) loans and advances to officers and employees of the ParentReorganization, 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 on no less favorable terms as disclosed in the ordinary course Plan of business; (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderReorganization.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Company or any Affiliate of such Holderits Subsidiaries own a minority interest) or holder of 10% or more of any class of Capital the Company's Common Stock (each of the Parent foregoing, an "Affiliate Transaction") (other than Affiliate Transactions entered into prior to the Issue Date) or with extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and/or Wholly-Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable (as determined by the ParentBoard of Directors in good faith) to the Company or such Subsidiaries, an Issuer as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or any Restricted such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereformay be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value less than $1.0 million which is not such permitted under clause (i) above, the Company shall obtain a Holder or an Affiliate or if in the good faith judgment resolution of the Parent’s Board of Directors approved by a majority of the members of the Board of Directors (and a majority of the disinterested members of the Board of Directors) certifying that such Affiliate Transaction complies with clause (ii) above. In Affiliate Transactions with a value of $1.0 million or more which are not permitted under clause (i) above, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair the Company shall obtain a written opinion as to the Issuers fairness to the Company or such Restricted Subsidiary from a financial point of view. (b) view of such a transaction from an independent investment banking firm of nationally-recognized standing. The limitation set forth in Section 5.12(a) does not limit, and shall foregoing provisions will not apply to: : (1i) transactions any Restricted Payment that is not prohibited by Section 4.9; (Aii) any transaction, approved by a majority of the disinterested directors of the Board of Directors or the board of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors Subsidiary party thereto, as the case may be, with an officer or director of the Parent Company or (B) for which the Parent or of any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance Company in his or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments her capacity as officer or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) loans , including, without limitation, compensation, employee benefit and advances to officers indemnification agreements and employees arrangements with any officer or director of the Parent, an Issuer Company or of any Restricted Subsidiary such 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11iii) the entering into or amending payment of any tax sharingmanagement and advisory fees to ▇▇▇▇ ▇▇▇▇ Equity Partners, allocation or similar agreement L.P. and any payments thereunderits Affiliates and successors and assigns permitted by Section 4.9.

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit permit, cause or suffer any of the Restricted Subsidiaries Subsidiary to, directly conduct any business or indirectly, enter into, renew or extend into any transaction (including or series of related transactions which are similar or part of a common plan) with or for the purchase, sale, lease or exchange of property or assets, or the rendering benefit of any service) with any Holder of their respective Affiliates (other than Affiliates that are not also Affiliates of the Company or any Affiliate of such HolderWholly Owned Restricted Subsidiary) or any beneficial holder of 10% or more of any class of Capital the Common Stock of the Parent Company or with any Affiliate officer or director of the ParentCompany (each, an Issuer "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable to the Company or any such Restricted Subsidiary, in each as the case may be. Each Affiliate Transaction involving consideration aggregate payments or other Fair Market Value in excess of $1.0 million shall be approved by a majority of the greater Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions. In addition 107 -99- to the foregoing, each Affiliate Transaction involving aggregate consideration of $5.0 million or more shall be approved by a majority of the Disinterested Directors; provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this Section 10.14, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company or the Restricted Subsidiaries, as the case may be, and, therefore, shall be permitted under this Section 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date, (iii) transactions related to the provision of internet services in the ordinary course of business; provided that (x) $42,000,000 such transactions are entered into on an arm's length basis and are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board Company or the applicable Restricted Subsidiary, the Fair Market Value of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers consideration received by the Company or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limitSubsidiary, and shall not apply to: (1) transactions (A) approved by a majority as the case may be, reasonably approximates the Fair Market Value of the disinterested directors of services provided, (iv) dividends paid by the Board of Directors of the ParentCompany pursuant to and in compliance with Section 10.13 hereof, or where no such disinterested directors exist(v) customary directors' fees, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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, consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements on behalf ofor legal fees, current, former or future directors, officers, employees or consultants (vi) transactions contemplated by any of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case Affiliate Agreements as in effect on the date Issue Date and (vii) grants of this Indenturecustomary registration rights with respect to securities of the Company. The Company shall use, and any transactions pursuant thereto shall cause each Restricted Subsidiary to use, its commercially reasonable best efforts to ensure that each person in which the Company or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, Restricted Subsidiary makes an Investment that is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries an ISP at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Investment continues to meet the conditions and the payment of compensation to officers and employees requirements of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), definition of "ISP" in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof (or cancellation of all material respects until 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate time as a result of Rollup shall have occurred with respect to such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.ISP. 108 -100-

Limitation on Transactions with Affiliates. (a) The Issuers shall Company will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the ParentCompany (including any Affiliate in which the Company or any Subsidiary thereof owns a minority interest) or holder of 15% or more of the Company's Equity Interests (each such transaction, an Issuer "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in such Affiliate Transaction; or (iv) the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person that value in excess of $5 million in any one year which is not such a Holder permitted under clause (i) or an Affiliate or if in (ii) above, the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Company or such Restricted Subsidiary from Subsidiary, as the case may be, must obtain a financial point resolution of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority an independent committee of the disinterested directors of the its Board of Directors of the Parent, or where no certifying that such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent Affiliate Transaction complies with clause (iii) or (Biv) for which above, as the Parent or any Restricted Subsidiary delivers case may be. The foregoing provisions will not apply to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3i) the payment of reasonable fees and annual compensation to directors or executive officers of the Company, (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4ii) the issuance or sale continued performance of Capital Stock (other than Disqualified Stock) transactions with Affiliates disclosed in the Plan of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contractsReorganization, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, same terms as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case disclosed in the ordinary course Plan of business; Reorganization and (8) loans and advances to officers and employees of iii) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderAffiliates listed on Schedule 4.9 to this Agreement.

Limitation on Transactions with Affiliates. (aA) The Issuers shall Company will not, and shall will not permit any of the its Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (each an "AFFILIATE TRANSACTION") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (1) such Affiliate Transaction is between or among the Company and its Restricted Subsidiaries; or (2) the terms of such Holder) of 10% Affiliate Transaction are fair and reasonable to the Company or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less at least as favorable to as the Issuers terms which could be obtained by the Company or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a Person that common plan) involving an amount or having a fair market value in excess of $5,000,000 which is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: permitted under clause (1) transactions (A) approved by above, the Company must obtain a majority of the disinterested directors resolution of the Board of Directors of the ParentCompany certifying that such Affiliate Transaction complies with clause (2) above. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $10,000,000 which is not permitted under clause (1) above, the Company must obtain a favorable written opinion as to the fairness of such transaction or where no such disinterested directors existtransactions, by unanimous approval of as the directors of the Board of Directors of the Parent or case may be, from an Independent Financial Advisor. (B) for which The foregoing provisions will not apply to (1) any Restricted Payment that is not prohibited by the Parent provisions described under Section 4.11 of this Indenture or any Permitted Investment, (2) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of the Company or any Restricted Subsidiary delivers of the Company as determined in good faith by the Company's Board of Directors or senior management, (3) any agreement as in effect as of the Issue Date (including, without limitation, any agreement entered into on the Issue Date in connection with the Transactions) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Trustee Holders in any material respect than the original agreement as in effect on the Issue Date, (4) transactions with a written opinion Receivables Subsidiary in connection with Permitted Receivables Financing, (5) any transaction between the Company and any of a nationally recognized its Affiliates involving ordinary course of business investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a commercial banking, financial point of view;advisory services and related activities, (26) the payment of management fees to any transaction solely Affiliate of the Company not to exceed in the aggregate to all Affiliates, in any calendar year, $1,000,000, (7) customer financing and financing services transactions between an Issuer and the Company or 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, one hand and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect MCII Financial Services on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case other hand occurring in the ordinary course of business;, PROVIDED that the terms of each such transaction are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiary in a comparable transaction made on an arm's-length basis between unaffiliated parties, (8) loans and advances to officers and employees issuances of Capital Stock of the Parent, an Issuer or any Restricted Subsidiary or guarantees in respect thereof Company (or cancellation of such loans, advances or guaranteesother than Disqualified Capital Stock), for bona fide business purposes, including for reasonable moving and relocation, entertainment and travel expenses and similar expenses, made in to the ordinary course of business;extent otherwise permitted under this Indenture, (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock existence of, or controls the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter, in each case subject to compliance with the other provisions of this Indenture; PROVIDED, HOWEVER, that the existence, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such Person;existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms (taken as a whole) of any such amendment or new agreement are not otherwise disadvantageous to the holders of the Notes in any material respect, and (10) payments made under any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderPermitted Tax Sharing Agreement.

Limitation on Transactions with Affiliates. (a) The Issuers Issuer shall not, and shall not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew amend or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (each an “Affiliate Transaction”) or extend, renew, waive or otherwise modify in any material respect the terms of any Affiliate Transaction entered into prior to or on the Issue Date, if the terms of such HolderAffiliate Transaction after giving effect to such extension, renewal, replacement, waiver or other modification, taken as a whole, are more disadvantageous to the Holders of Notes in any material respect than the original agreement as in effect on the Issue Date unless (1) of 10% such Affiliate Transaction is between or among the Issuer, one or more of any class of Capital Stock its Wholly Owned Subsidiaries, and/or one or more of the Parent Restricted Subsidiaries that are also Guarantors; or with any (2) the terms of such Affiliate of Transaction are fair and reasonable to the Parent, an Issuer or any such Restricted Subsidiary, in each as the case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers may be, and the Restricted Subsidiaries, except upon terms of such Affiliate Transaction are at least as favorable as the terms that are not materially less favorable could reasonably be expected to be obtained by the Issuers Issuer or such Restricted Subsidiary than could be obtainedSubsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable transaction made on an arm’s-length transaction with basis between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions that are similar or part of a Person common plan) involving an amount or having a fair market value in excess of $10.0 million that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: permitted under clause (1) transactions (A) approved by above, the Issuer must obtain a resolution of the majority of the disinterested directors members of the Board of Directors of the Parent, or where no Issuer certifying that such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or Affiliate Transaction complies with clause (B2) for which the Parent above. In any Affiliate Transaction (or any Restricted Subsidiary delivers series of related Affiliate Transactions that are similar or part of a common plan) involving an amount or having a fair market value in excess of $40.0 million that is not permitted under clause (1) above, the Issuer must obtain a favorable written opinion as to the Trustee a written opinion of a nationally recognized investment bankingfairness, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view, of such transaction or transactions, as the case may be, from an Independent Financial Advisor. The foregoing provisions shall not apply to (1) any Restricted Payment that is not prohibited by the provisions described in Section 4.09; (2) any transaction solely between pursuant to an Issuer agreement, arrangement or understanding existing on the Issue Date and any of its Restricted Subsidiaries or solely between Restricted Subsidiariesdescribed in the Offering Memorandum; (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) paid to, and indemnification and similar arrangements any indemnity provided to or on behalf of, current, former or future directors, any officers, directors or employees or consultants of Parent the Issuer or any Restricted Subsidiary Affiliate of Parentthe Issuer or of such officers, directors or employees as determined in good faith by the Issuer’s Board of Directors or senior management thereof; (4) any transaction between the issuance Issuer or sale any of Capital Stock (other than Disqualified Stock) of an Issuerthe Restricted Subsidiaries and their Affiliates involving ordinary course investment banking, commercial banking or related activities; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investmentstransaction with any Affiliate solely in its capacity as a holder of Indebtedness or Capital Stock of the Issuer or any of its Subsidiaries where such Affiliate is treated no more favorably than holders of such Indebtedness or such Capital Stock generally; (6) transactions between or among the Issuer or any contractsRestricted Subsidiary, instruments or other agreements or arrangements in each case as in effect on the date of this Indentureone hand, and any other Person controlled by (as such term is defined in the definition of “Affiliate”) the Issuer, on the other hand, so long as (a) at least 25% of the voting securities of such other Person are beneficially owned by Persons other than the Issuer or any Affiliate thereof, (b) there exists no other substantial business relationship between the Issuer and its Affiliates and the Persons who beneficially own at least 25% of the voting securities of such other Person referred to in clause (a) above, other than the transactions pursuant thereto or contemplated therebyin question, and no such other business relationship is reasonably expected and (c) no portion of the remaining interest in such other Person is owned by a Person that controls (as such term is defined in the definition of “Affiliate”) the Issuer, or any amendment, modification between or supplement thereto among such Subsidiaries or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this IndenturePersons; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into transaction permitted 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of businessprovisions described under Section 5.01; (8) loans any transaction, the prohibition of which, by operation of this covenant, would violate the “Limitation on Dividend and advances to officers and employees of the Parent, an Issuer or any Other Payment Restrictions Affecting 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 Subsidiaries” covenant in the ordinary course of business;CMI Senior Subordinated Notes Indenture or the CMI Senior Notes Indenture; and (9) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderdescribed by clause Section 4.10(2)(ii).

Limitation on Transactions with Affiliates. (a) The Issuers shall not, and shall not permit any of the their Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Issuers or any of its Restricted Subsidiaries own a minority interest)(an "Affiliate of such HolderTransaction") of 10% or more extend, renew, waive or otherwise modify the terms of any class Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between or among the Issuers and/or their Wholly-Owned Subsidiaries and/or Holdings (so long as Holdings owns at least 99% of Capital the voting and economic power of the Common Stock of the Parent Company); or with any (ii) the terms of such Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 Transaction are fair and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable reasonable to the Issuers or such Restricted Subsidiary than Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to obtained by the Issuers or such Restricted Subsidiary from Subsidiary, as the case may be, in a financial point comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of view. $1,000,000 which is not permitted under clause (bi) The limitation set forth in Section 5.12(a) does not limitabove, and shall not apply to: (1) transactions (A) approved by the Issuers must obtain a majority of the disinterested directors resolution of the Board of Directors of the ParentCompany certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction with a value in excess of $5,000,000 which is not permitted under clause (i) above (other than any sale by the Company of its Capital Stock that is not Disqualified Capital Stock), the Issuers must obtain a written opinion as to the fairness of such a transaction from an independent investment banking firm. (b) The limitations set forth in Section 4.11(a) shall not apply to (i) any Restricted Payment that is not prohibited by Section 4.09 hereof, (ii) any transaction pursuant to an agreement, arrangement or where no such disinterested directors existunderstanding existing on the Issue Date and described in Schedule 4.11 hereto, (iii) any transaction, approved by unanimous approval of the directors of the Board of Directors of the Parent Company or (B) for which Capital, with an officer or director of the Parent Issuers or of any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal in his or accounting firm stating that the transaction is fair to the Parent her capacity as officer or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof director entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; business or (8) 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; (9iv) transactions with a Person that is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderpermitted by Section 5.01 hereof.

Limitation on Transactions with Affiliates. (a) The Issuers shall will not, and shall will not permit any of the Restricted their Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (each, an "AFFILIATE TRANSACTION") or extend, renew, waive or otherwise modify the terms of any Affiliate of Transaction entered into prior to the Issue Date unless (i) such Holder) of 10% Affiliate Transaction is between or more of any class of Capital Stock of the Parent or with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of among the Issuers and their Wholly Owned Subsidiaries; or (ii) the Restricted Subsidiaries, except upon terms that of such Affiliate Transaction are not materially less favorable fair and reasonable to the Issuers or such Restricted Subsidiary than Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtainedobtained by the Issuers or such Subsidiary, at as the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing thereforcase may be, in a comparable arm’stransaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a Person that common plan) involving an amount or having a fair market value in excess of $1 million which is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directorspermitted under clause (i) above, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from must obtain a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors resolution of the Board of Directors of the ParentIssuers certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $5 million which is not permitted under clause (i) above, the Issuers must obtain a favorable written opinion as to the fairness of such transaction or transactions, as the case may be, from an Independent Financial Advisor. The foregoing provisions will not apply to (i) any Restricted Payment that is not prohibited by the provisions of Section 4.03, or where no such disinterested directors exist(ii) reasonable fees, by unanimous approval of compensation and equity incentives in the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale form of Capital Stock (other than Disqualified Capital Stock) paid to and indemnity provided on behalf of, officers, directors or employees of an Issuer; the Issuers or any Subsidiary of the Issuers as determined in good faith by the Company's Board of Directors or senior management or (5iii) any Restricted Payments agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) more disadvantageous to the holders in any contracts, instruments or other agreements or arrangements in each case material respect than the original agreement as in effect on the date of this Indenture, and any transactions pursuant thereto Issue Date or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7iv) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary affiliation agreements 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderWB Television Network.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, and shall not permit any of the Restricted Subsidiaries Subsidiary to, directly enter into or indirectly, enter into, renew or extend permit to exist any transaction (including the purchase, sale, lease or exchange of property or assetsany property, employee compensation arrangements or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the ParentCompany, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess [except for the issuance of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets Exchangeable Preferred Stock to fund the cash portion of the Issuers and purchase price of the Restricted Subsidiaries, except upon Riverside Acquisition in the event that such Acquisition closes before the Company's proposed offering of 4,000,000 shares of its common stock,] unless the terms that thereof (1) are not materially no less favorable to the Issuers Company or such Restricted Subsidiary than those which could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction dealings with a Person that who is not such a Holder or an Affiliate or and (2) if such Affiliate Transaction involves an amount in the good faith judgment excess of $500,000, (i) are set forth in writing and (ii) have been approved by a majority of the Parent’s members of the Board of Directors, Directors having no comparable transaction is available with which to compare personal stake in such transaction, Affiliate Transaction. In addition if such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from Affiliate Transaction involves an amount in excess of $5,000,000 a financial point of viewfairness opinion must be provided by a nationally recognized investment banking firm. (b) The limitation set forth in Section 5.12(aprovisions of the foregoing paragraph (a) does not limit, and shall not apply to (i) any Restricted Payment permitted to be paid pursuant Section 4.04, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to: (1) transactions (A) , or the funding of, employment or indemnification arrangements, stock options and stock ownership plans approved by a majority the Board of Directors, (iii) the disinterested grant of stock options or similar rights to employees and directors of the Board of Directors of the Parent, or where no such disinterested directors exist, Company pursuant to plans approved by unanimous approval of the directors of the Board of Directors Directors, (iv) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Parent Company or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; , but in any event not to exceed $250,000 in the aggregate outstanding at any one time; (3v) the payment of reasonable fees to directors of the Company and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the its Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and who are not employees of the Parent Company or an Issuer or such its Restricted Subsidiary Subsidiaries; and (vi) any Affiliate Transaction between the payment of compensation to officers Company and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) loans and advances to officers and employees of the Parent, an Issuer or any Restricted a Wholly Owned 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderbetween Wholly Owned Subsidiaries.

Limitation on Transactions with Affiliates. (a) The Issuers Company shall not, not and shall not permit any of the Restricted its Subsidiaries to (i) sell, lease, transfer, issue or otherwise dispose of any of its Properties or assets or securities to, directly (ii) purchase any Property, assets or indirectlysecurities from, enter into, renew or extend (iii) make any transaction (including the purchase, sale, lease or exchange of property or assetsInvestment in, or (iv) enter into or suffer to exist any contract or agreement with or for the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any benefit of, an Affiliate of the Parent, an Issuer Company or any Restricted of its Subsidiaries (an "Affiliate Transaction"), other than Affiliate Transactions permitted under the following paragraph, unless the Board of Directors of the Company, pursuant to a Board Resolution, reasonably and in good faith determines that such Affiliate Transaction is fair to the Company or such Subsidiary, in as the case may be, and is on terms at least as favorable as might reasonably have been obtainable at such time from an unaffiliated party. All Affiliate Transactions (and each case series of related Affiliate Transactions which are similar or part of a common plan) involving consideration aggregate payments or other Property with a fair market value in excess of the greater of (x) $42,000,000 and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries50,000, except upon terms that are not materially less favorable to the Issuers or such Restricted Subsidiary than could shall be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested directors members of the Board of Directors of the ParentCompany, or where no such disinterested directors exist, approval to be evidenced by unanimous approval a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. (b) The provisions of the directors foregoing paragraph shall not apply to (i) reasonable and customary fees and compensation paid to, and indemnity (other than for fraud or intentional misrepresentation) provided on behalf of, officers, directors, employees or consultants of the Company or any of its Subsidiaries, as determined in good faith by the Board of Directors of the Parent or (B) for which the Parent Company or any Restricted such Subsidiary delivers to or the Trustee a written opinion of a nationally recognized investment bankingsenior management thereof, appraisal and (ii) transactions 30 exclusively between or accounting firm stating that among the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer Company and any of its Restricted Wholly-owned Subsidiaries that are Guarantors as of the Issue Date or solely exclusively between Restricted Subsidiaries; (3) or among such Wholly-owned Subsidiaries that are Guarantors as of the payment of reasonable fees and compensation (including through the issuance of Capital Stock) toIssue Date, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments provided such transactions are not otherwise prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.

Limitation on Transactions with Affiliates. (a) The Issuers shall not, and shall not permit any of the their Restricted Subsidiaries to, directly or indirectly, enter into, renew into or extend suffer to exist any transaction or series of related transactions (including including, without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of property or assets, or the rendering of any serviceservices) with any Holder Affiliate (including entities in which the Issuers or any of its Restricted Subsidiaries own a minority interest)(an "Affiliate of such HolderTransaction") of 10% or more extend, renew, waive or otherwise modify the terms of any class Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between or among the Issuers and/or their Wholly-Owned Subsidiaries and/or Holdings (so long as Holdings owns at least 99% of Capital the voting and economic power of the Common Stock of the Parent Company); or with any (ii) the terms of such Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 Transaction are fair and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially less favorable reasonable to the Issuers or such Restricted Subsidiary than Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to obtained by the Issuers or such Restricted Subsidiary from Subsidiary, as the case may be, in a financial point comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of view. $1,000,000 which is not permitted under clause (bi) The limitation set forth in Section 5.12(a) does not limitabove, and shall not apply to: (1) transactions (A) approved by the Issuers must obtain a majority of the disinterested directors resolution of the Board of Directors of the ParentCompany certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction with a value in excess of $5,000,000 which is not permitted under clause (i) above (other than any sale by the Company of its Capital Stock that is not Disqualified Capital Stock), or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee Issuers must obtain a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair as to the Parent or fairness of such Restricted Subsidiary a transaction from a financial point of view;an independent investment banking firm. (2b) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; The limitations set forth in Section 4.11(a) shall not apply to (3) the payment of reasonable fees and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5i) any Restricted Payments Payment that is not prohibited by Section 5.09 and Investments constituting Permitted Investments; 4.09 hereof, (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10ii) any transaction with a Person who is not pursuant to an Affiliate immediately before agreement, arrangement or understanding existing on the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharingSeries A/B Issue Date and described in Schedule 4.11 hereto, allocation or similar agreement and any payments thereunder.66 -58-

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or , with any Affiliate of the Parent, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of unless such transaction is (xa) $42,000,000 otherwise permitted under this Agreement and (yb) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially no less favorable to the Issuers Company or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such an Affiliate; provided that nothing contained in this Section 8.10 hereof shall be deemed to prohibit: (i) the payment of transaction expenses in connection with this Agreement, the Note Purchase Transactions and the Telex Exchange, including, but not limited to, the payment by the Company of the Commitment Fee due to GSCP Recovery or any of its Affiliates other than the Company or any of its Subsidiaries; (ii) the Company or any of its Subsidiaries from entering into or performing an agreement with GSCP for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $1,720,000 per year plus reasonable out-of-pocket expenses; provided that at any time during which a Holder Default or an Affiliate Event of Default has occurred and is continuing, the Company and its Subsidiaries may not make any payments to GSCP under any such agreement and such payments may accrue to GSCP and may be paid in full after such Default or if in Event or Default has been cured or waived; provided further that at any time during which the good faith judgment Company and its Subsidiaries are not permitted to make payments to GSCP under any such agreements, GSCP may elect to receive Capital Stock of the Parent’s Board Company in lieu of Directorssuch payments; (iii) the Company or any of its Subsidiaries from entering into, no comparable making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any person who is or becomes a director, officer, agent or employee of the Company or any of its Subsidiaries, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by the Company or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Company or any of its Subsidiaries, predecessors or successors, (C) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Company or any of its Subsidiaries, or is or was serving at the request of any such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (D) to the fullest extent permitted by Delaware or other applicable state Law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Company or any of its Subsidiaries; (iv) the Company or any of its Subsidiaries from performing any agreements or commitments with or to any Affiliate existing on the Closing Date and described on Schedule 8.10 hereto; (v) any transaction is available permitted under Section 8.3(k), 8.4(d), 8.4(i), 8.4(j), 8.4(k), 8.5, 8.7, 8.9(e) or 8.9(k) hereof, or any transaction with which a Wholly Owned Subsidiary of the Company; (vi) [Intentionally Omitted]; or (vii) the making of loans to compare such transactionthe Company or its Subsidiaries by GSCP Recovery or any Affiliate thereof other than the Company and its Subsidiaries pursuant to this Agreement or the Additional Senior Secured Notes. For purposes of this Section 8.10, any transaction with any Affiliate shall be deemed to have satisfied the standard set forth in clause (b) of the first sentence hereof if (i) such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested Disinterested Directors of the board of directors of the Board Company or such Subsidiary or (ii) in the event that at the time of any such transaction, there are no Disinterested Directors serving on the board of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent Company or (B) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of such Subsidiary, such transaction shall be approved by a nationally recognized investment banking, appraisal or accounting firm stating that expert with expertise in appraising the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer terms 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or termination agreement, or customary indemnification arrangements, entered into by an Issuer or any Restricted Subsidiary with current, former or future officers and employees conditions of the Parent or an Issuer or such Restricted Subsidiary and the payment type of compensation to officers and employees of the Parent, an Issuer or any Restricted Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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), transaction 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 which approval is an Affiliate of the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunderrequired.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or , with any Affiliate of the Parentunless such transaction is (a) otherwise permitted under this Agreement, an Issuer or any Restricted Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 and (yb) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon terms that are not materially no less favorable to the Issuers Parent Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm’s length transaction with a Person that which is not such a Holder an Affiliate; provided that nothing contained in this Section 8.11 shall be deemed to prohibit: (a) the Parent Borrower or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such any Restricted Subsidiary from a financial point entering into or performing any consulting, management or employment agreements or other compensation arrangements with any current or former director, officer, employee or consultants of view. or to the Parent Borrower or any Subsidiaries or any Parent Entity that (bi) The limitation set forth in Section 5.12(a) does not limit, and shall not apply to: (1) transactions (A) is approved by a majority of the disinterested directors of the Board of Directors of the Parent, or where no such disinterested directors exist, by unanimous approval of the directors of the Board of Directors of the Parent Borrower or any Parent Entity (including the compensation committee thereof), (ii) provides for annual base compensation not in excess of $2,000,000 for such director, officer, employee or consultant or (Biii) for which the Parent or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any 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 on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) loans and advances to officers and employees b) [reserved]; (c) the payment of transaction expenses in connection with this Agreement; (d) the Parent, an Issuer Parent Borrower or any Restricted Subsidiary from entering into, making payments pursuant to and otherwise performing an indemnification and contribution agreement in favor of any Permitted Holder and each person who was, is or guarantees becomes a director, officer, agent, employee or consultant of or to the Parent Borrower or any of its Subsidiaries or any Parent Entity, in respect thereof of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or cancellation otherwise, in connection with any offering of securities by any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, or other assets relating to the ownership interest of such loansParent Entity in Holdings or another Parent Entity, advances such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion, of such liabilities relating or guaranteesallocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or Holdings or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries, predecessors or successors, (C) arising out of the fact that any indemnitee was or is a director, officer, agent, employee or consultant of or to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, or is or was serving at the request of any such corporation as a director, officer, employee, agent or consultant of or to another corporation, partnership, joint venture, trust or enterprise or (D) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Parent Borrower or any of its Subsidiaries; (e) the Parent Borrower or any Restricted Subsidiary from performing any agreements or commitments with or to any Affiliate existing on the Closing Date and described in Schedule 8.11(e); (f) any transaction permitted under Section 8.4(b), for bona fide business purposesSection 8.4(d), including for reasonable moving Section 8.4(f), Section 8.5, Section 8.7, Section 8.9(e), Section 8.9(f) or Section 8.9(n), any transaction with the Parent Borrower or any Subsidiary of the Parent Borrower, any transaction with a Special Purpose Entity, and relocation, entertainment and travel expenses and similar expenses, made any transaction in the ordinary course of business; (9) transactions , or approved by a majority of the Board of Directors of any Parent Entity, Holdings, the Parent Borrower or such Subsidiary, with a Person that is an Affiliate of the Parent or an Issuer solely because Borrower controlled by the Parent Borrower that is a Franchisee, a Franchise Special Purpose Entity, a joint venture or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Personsimilar entity; (10g) the Parent Borrower or any transaction with a Person who is not an Affiliate immediately before Restricted Subsidiary from performing its obligations under the consummation of such transaction that becomes an Affiliate as a result of such transactionTax Sharing Agreement or any other Transaction Agreement; orand (11h) the entering into or amending of any tax sharingTransactions, allocation or similar agreement and any payments thereunderall transactions relating thereto.

Limitation on Transactions with Affiliates. (a) The Issuers shall notEnter into any transaction, and shall not permit including, without limitation, any of the Restricted Subsidiaries to, directly or indirectly, enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Holder (or any Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or , with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement,(b) in the ordinary course of the Parent, an Issuer Borrower's or any Restricted such Subsidiary, in each case involving consideration in excess of the greater of (x) $42,000,000 's business and (yc) 0.3% of consolidated Adjusted Total Assets of the Issuers upon fair and the Restricted Subsidiaries, except upon reasonable terms that are not materially no less favorable to the Issuers Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, it would obtain in a comparable arm’s-arm's length transaction with a Person that which is not such a Holder or an Affiliate or if in Affiliate, PROVIDED, that the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers or such Restricted Subsidiary from a financial point of view. (b) The limitation set forth in Section 5.12(a) does not limit, and foregoing restriction shall not apply to: prohibit (1i) transactions (A) approved by a majority payment of the disinterested reasonable fees to directors of Holdings, the Board of Directors of Borrower and its Subsidiaries, (ii) the Parenttransactions contemplated by the Acquisition Documents, (iii) any payment or where no such disinterested directors existother transaction pursuant to any tax sharing agreement, by unanimous approval of the directors of the Board of Directors of the Parent (iv) payments permitted under subsection 9.7 or subsection 9.9, (Bv) for which the Parent underwriting or similar agreements with DLJMB, UBSCC or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment bankingtheir respective Affiliates on customary terms, appraisal or accounting firm stating that the transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view; (2) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; (3vi) the payment of reasonable fees an administrative fee to Holdings in an amount not to exceed $1,000,000 in any calendar year to pay costs and compensation (including through the issuance of Capital Stock) to, and indemnification and similar arrangements on behalf of, current, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; (4) the issuance or sale of Capital Stock (other than Disqualified Stock) of an Issuer; (5) any Restricted Payments not prohibited expenses incurred by Section 5.09 and Investments constituting Permitted Investments; (6) any contracts, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case it in the ordinary course of business; , (8) loans and advances vii) the payment of an advisory fee to officers and employees of Sappi and/or its Affiliates in an amount not to exceed $1,000,000 in any calendar year, (viii) the ParentIndebtedness permitted pursuant to subsection 9.2(b) or 9.2(n), an Issuer (ix) any employment agreement entered into by the Borrower 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 its Subsidiaries in the ordinary course of business; , (9x) any issuance of securities in connection with employment arrangements, stock options and stock ownership plans of the Borrower entered into in the ordinary course of business, (xi) transactions with a Person that is an Affiliate of between the Parent or an Issuer solely because the Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; Borrower and its Subsidiaries and (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11xii) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereundertransactions contemplated by the agreements listed on SCHEDULE 9.11(xii).

Limitation on Transactions with Affiliates. (a) The Issuers shall Parent will not, and shall will not permit any of the Restricted its Subsidiaries to, directly or indirectly, enter intointo or permit to exist any transactions or series of related transactions (including, renew or extend any transaction (including without limitation, the purchase, sale, lease or exchange of any property or assets, or the rendering of any serviceservices) with with, or for the benefit of, any Holder of its Affiliates (or any each an "Affiliate of such Holder) of 10% or more of any class of Capital Stock of the Parent or with any Affiliate of the ParentTransaction"), an Issuer or any Restricted Subsidiaryother than, in each case involving consideration in excess of the greater of unless otherwise provided by this Indenture, (x) $42,000,000 Affiliate Transactions permitted under paragraph (b) below and (y) 0.3% of consolidated Adjusted Total Assets of the Issuers and the Restricted Subsidiaries, except upon Affiliate Transactions on terms that are not materially (i), in cases where such Affiliate Transactions are among Parent and its Subsidiaries, fair to the Issuer and its Subsidiaries or (ii) in cases where such Affiliate Transactions are among Parent and its Subsidiaries no less favorable to the Issuers Issuer and its Subsidiaries, and, in cases where such Affiliate Transactions are not among Parent and its Subsidiaries, no less favorable to the Parent and its Subsidiaries or such Restricted Subsidiary the Issuer and its Subsidiaries, as applicable, than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that might reasonably have been obtained in a comparable arm’s-transaction at such time on an arm's length transaction with basis from a Person that is not such a Holder or an Affiliate or if in the good faith judgment of the Parent’s Board of Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Issuers Parent or such Restricted Subsidiary from (either (i) or (ii), "Arm's Length"). All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a financial point common plan) involving aggregate payments or other property with a fair market value in excess of view. (b) The limitation set forth in Section 5.12(a) does not limit, and $2,000,000 shall not apply to: (1) transactions (A) be approved by a majority of the disinterested directors members of the Board of Directors of Parent or the ParentIssuer, or where no as the case may be, such disinterested directors exist, approval to be evidenced by unanimous approval of the directors of the a Board Resolution stating that such Board of Directors of has determined that such transaction complies with the Parent or (B) for which the foregoing provisions. If Parent or any Restricted such Subsidiary delivers enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) that involves aggregate payments or other property with a fair market value in excess of $4,000,000, Parent or the Issuer, as the case may be, shall, prior to the Trustee consummation thereof, obtain a written favorable opinion of a nationally recognized investment banking, appraisal or accounting firm stating that the transaction is fair as to the fairness of such transaction or series of related transactions to Parent and its Subsidiaries or such Restricted Subsidiary Issuer and its Subsidiaries, as the case may be, from a financial point of view;view from an Independent Financial Advisor and deliver such opinion to the Trustee. (2b) any transaction solely between an Issuer and any of its Restricted Subsidiaries or solely between Restricted Subsidiaries; The restrictions set forth in clause (3a) the payment of above shall not apply to: (i) reasonable fees and compensation (including through the issuance of Capital Stock) paid to, and indemnification and similar arrangements indemnity provided on behalf of, currentofficers, former or future directors, officers, employees or consultants of Parent or any Restricted Subsidiary of Parent; its Subsidiaries, as determined in good faith by the Board of Directors or senior management of Parent or such Subsidiary; (4ii) transactions exclusively between or among Parent and/or one or more Non-Issuer Subsidiaries; (iii) transactions exclusively between or among the issuance Issuer and/or one or sale more of Capital Stock its Wholly-Owned Subsidiaries; (other than Disqualified Stockiv) of an Issuer; (5) any Restricted Payments not prohibited by Section 5.09 agreements, and Investments constituting Permitted Investments; (6) any contractstransactions pursuant to agreements, instruments or other agreements or arrangements in each case as in effect on the date of this Indenture, and any transactions pursuant thereto or contemplated thereby, or any amendment, modification or supplement thereto or any replacement thereof entered into from time to time, as long as such agreement or arrangements as so amended, modified, supplemented or replaced, taken as a whole, is not materially more disadvantageous to the Issuers and the Restricted Subsidiaries at the time executed than the original agreement or arrangements as in effect on the date of this Indenture; (7) any employment, consulting, service or 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 Subsidiary (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business; (8) 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 Parent or an Issuer, directly or indirectly, owns Capital Stock of, or controls such Person; (10) any transaction with a Person who is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (11) the entering into or amending of any tax sharing, allocation or similar agreement and any payments thereunder.the