Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. The Borrower Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any AffiliateAffiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; provided that and (2) the foregoing shall not prohibitParent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Borrower Parent or any Restricted Subsidiary from performing its obligations under in excess of $2.0 million, an Officers’ Certificate of the Existing Parent certifying that such Affiliate Agreements;Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Borrower Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from making a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any Investment permitted by Section 7.08such Restricted Subsidiary; (c2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate andallocation of employee services among the Parent, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business and on terms and conditions at least as favorable to business; provided that, in the Borrower case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Restricted Subsidiary as or Joint Venture (other than indirectly through ownership of Equity Interests in the terms and conditions which would apply in a similar transaction with a Person not an AffiliateParent); (d4) transactions between or among any loans and advances permitted by clause (3) of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliatedefinition of “Permitted Investments”; (e5) any agreement as in effect as of the Borrower Issue Date or any Restricted Subsidiary from making payments of principalextension, interest and premium on amendment or modification thereto (so long as any of its Indebtedness held by an Affiliate if such extension, amendment or modification satisfies the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time requirements set forth in clause (1) of the creation first paragraph of such Indebtedness from a lender which was not an Affiliatethis Section 4.10) or any transaction contemplated thereby; (f6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent permitted by Section 7.08that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Borrower or any Restricted Subsidiary from participating inParent, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if its Subsidiaries and the Borrower or such Restricted Subsidiary participates Joint Ventures on a fair and equitable basis in the ordinary course of its business and on a basis business; provided that, in the case of any such Subsidiary or Joint Venture, no less advantageous officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the basis on which such Affiliate participates;Parent); or (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract 8) sales or other arrangement (including any loans or extensions dispositions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time Qualified Equity Interests for cash by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) Parent to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000an Affiliate.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (an “Affiliate Transaction”), lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions entered into on terms that are fair and reasonable to, and in the best interests of, the Company or participate insuch Restricted Subsidiary, as the case may be, as determined in good faith by the Company’s Board of Directors; provided, however, that for a transaction or effect any transaction series of related transactions with an aggregate value of $5.0 million or more, at the Company’s option (i) such determination shall be made in connection with any joint enterprise good faith by a majority of the disinterested members of the Board of the Directors of the Company or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (aii) the Borrower Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received a favorable opinion from performing its obligations under a nationally recognized investment banking firm that such Affiliate Transaction is fair from a financial point of view to the Existing Company or such Restricted Subsidiary; provided, further, that for a transaction or series of related transactions with an aggregate value of $20.0 million or more, the Board of Directors of the Company shall have received a favorable opinion from a nationally recognized investment banking firm that such Affiliate Agreements;Transaction is fair from a financial point of view to the Company or such Restricted Subsidiary. (b) The foregoing restrictions shall not apply to: (1) transactions exclusively between or among the Borrower Company and any of its Restricted Subsidiaries or any exclusively between or among such Restricted Subsidiary from making any Investment permitted Subsidiaries, provided such transactions are not otherwise prohibited by Section 7.08this Indenture; (c2) transactions effected as part of a Qualified Receivables Transaction; (3) any agreement as in effect as of the Borrower Issue Date or any Restricted Subsidiary from making sales amendment thereto or leases any transaction contemplated thereby (including pursuant to any amendment thereto) or purchases in any replacement agreement thereto so long as any such amendment or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable replacement agreement is not more disadvantageous to the Borrower Holders in any material respect than the original agreement as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) loans or advances to officers, directors or employees of the Company or its Restricted Subsidiaries not in excess of $10.0 million at any one time outstanding; (6) Permitted Investments or Permitted Liens; (7) transactions with Persons solely in their capacity as holders of Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of Indebtedness or Capital Stock of the Company or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliategenerally; (d) transactions between 8) reasonable and customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors, consultants or among employees of ▇▇▇▇▇▇ Holdings or any of its Restricted Subsidiaries (other than the Credit Parties THL Affiliates and the ECP Affiliates, which are set forth in clauses 9, 10 and 11 below), as determined by the Board of Directors of the Company or any such Restricted Subsidiaries not involving any Subsidiary or the senior management thereof in good faith, including, without limitation, issuances of stock, payment of bonuses and other Affiliatetransactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements in effect on the Issue Date or substantially similar thereto; (e9) the Borrower or payment, on a quarterly basis, of management fees to (A) THL and/or the THL Affiliates not to exceed $250,000 in any fiscal quarter and (B) ECP and/or the ECP Affiliates not to exceed $62,500 in any fiscal quarter, in each case in accordance with the management agreement between THL, the THL Affiliates, ECP and/or the ECP Affiliates and ▇▇▇▇▇▇ Holdings; (10) the reimbursement of THL, the THL Affiliates, ECP and/or the ECP Affiliates for the reasonable out-of-pocket expenses incurred by them in connection with performing management services to ▇▇▇▇▇▇ Holdings and its Restricted Subsidiary from making payments Subsidiaries; (11) the payment of principalone-time fees to THL, interest and premium on any of its Indebtedness held the THL Affiliates, ECP and/or the ECP Affiliates in connection with acquisition transactions not prohibited by an Affiliate if the terms of this Indenture, such Indebtedness are substantially as favorable fees to the Borrower or such Restricted Subsidiary as the terms which could have been obtained be payable at the time of each such acquisition and not to exceed (for all fees paid pursuant to this clause (11)) 2.5% of the creation of aggregate consideration paid by ▇▇▇▇▇▇ Holdings and its Restricted Subsidiaries for any such Indebtedness from a lender which was not an Affiliate; (f) acquisition or such lesser amount as is then permitted pursuant to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07Senior Credit Facility; and (j12) transactions not constituting Investments or Restricted Payments reasonable and involving paymentscustomary fees paid to members of the Board of Directors of the Company, transfers other than THL, the THL Affiliates, ECP and the ECP Affiliates. Notwithstanding the foregoing, the Company shall only pay one-half of property any management or other obligations with fees or expenses permitted under clauses (9), (10) and (11) to the Equity Investors or their Affiliates at a fair value not to exceed, for all time when a Default or an Event of Default exists; provided that such transactions after the Closing Date, $5,000,000unpaid fees and/or expenses shall be paid at such time as such Default or Event of Default shall have been cured or waived.

Limitations on Transactions with Affiliates. (a) The Borrower shall Company and the Issuer will not, and shall will not cause or permit any Restricted Subsidiary to, directly make any loan, advance, guarantee or indirectlycapital contribution to, pay any funds to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible property or intangible, toassets to or for the benefit of, or participate inpurchase or lease any property or assets from, or effect enter into or amend any transaction in connection with any joint enterprise contract, agreement or other joint arrangement understanding with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: (a) the Borrower Company or any Affiliate of any of the Company’s Subsidiaries or any holder of 10% or more of the Common Equity of the Company (including any Affiliates of such holders), in a single transaction or series of related transactions (each, an “Affiliate Transaction”), except for any Affiliate Transaction the terms of which are at least as favorable as the terms which could be obtained by the Company, the Issuer or such Restricted Subsidiary from performing its obligations under Subsidiary, as the Existing case may be, in a comparable transaction made on an arm’s-length basis with Persons who are not such a holder, an Affiliate Agreements;of such a holder or an Affiliate of the Company or any of the Company’s Subsidiaries. (b) In addition, the Borrower Company and the Issuer will not, and will not cause or permit any Restricted Subsidiary to, enter into an Affiliate Transaction unless: (i) with respect to any such Affiliate Transaction involving or having a value of more than $1 million, the Company shall have (x) obtained the approval of a majority of the Board of Directors of the Company and (y) either obtained the approval of a majority of the Company’s disinterested directors or obtained an opinion of a qualified independent financial advisor to the effect that such Affiliate Transaction is fair to the Company, the Issuer or such Restricted Subsidiary, as the case may be, from making a financial point of view, and (ii) with respect to any Investment permitted by Section 7.08;such Affiliate Transaction involving or having a value of more than $10 million, the Company shall have (x) obtained the approval of a majority of the Board of Directors of the Company and (y) delivered to the Trustee an opinion of a qualified independent financial advisor to the effect that such Affiliate Transaction is fair to the Company, the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view. (c) Notwithstanding the Borrower foregoing, an Affiliate Transaction will not include: (i) any contract, agreement or understanding with, or for the benefit of, or plan for the benefit of, employees of the Company or its Subsidiaries generally (in their capacities as such) that has been approved by the Board of Directors of the Company, (ii) Capital Stock issuances to directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the stockholders of the Company, (iii) any Restricted Payment otherwise permitted under Section 4.07 hereof, (iv) any transaction between or among the Company and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries (provided, however, no such transaction shall involve any other Affiliate of the Company (other than an Unrestricted Subsidiary from making to the extent the applicable amount constitutes a Restricted Payment permitted by this Indenture)), (v) any transaction between one or more Restricted Subsidiaries and one or more Unrestricted Subsidiaries where all of the payments to, or other benefits conferred upon, such Unrestricted Subsidiaries are substantially contemporaneously dividended, or otherwise distributed or transferred without charge, to the Company or a Restricted Subsidiary, (vi) issuances, sales or leases to other transfers or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered dispositions of mortgages and collateralized mortgage obligations in the ordinary course of business between Restricted Subsidiaries and on terms and conditions at least as favorable to Unrestricted Subsidiaries of the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;Company, and (dvii) transactions between the payment of reasonable and customary fees to, and indemnity provided on behalf of, officers, directors, employees or among any consultants of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08Company, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower Issuer or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the foregoing Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with subclause (i) above. (b) The limitations set forth in clause (a) of this Section 6.05 shall not prohibitapply to: (ai) transactions between or among the Borrower or any of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and Permitted Investments; (iii) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (iv) [Reserved]; (v) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from performing its obligations under a financial point of view or meets the Existing Affiliate Agreementsrequirements of subclause (a)(i) of this Section 6.05; (bvi) (A) payments and Indebtedness, Disqualified Stock and Preferred Stock (and cancellations of any thereof) of the Borrower and its Restricted Subsidiaries to any future, present or former employee, director, manager or consultant (or their respective estates, Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies or any other entity in which the Borrower or any a Restricted Subsidiary from making has an Investment and that is designated in good faith as an “affiliate” by the Board of Directors of the Borrower (or the compensation committee thereof), in each case pursuant to any stockholders’ agreement, management equity plan or stock option plan or any other management or employee benefit, plan or agreement; and (B) any employment agreements, stock option plans and other compensatory arrangements and any supplemental executive retirement benefit plans or arrangements) with any such employees, directors, managers or consultants (or their respective estates, Controlled Investment permitted Affiliates or Immediate Family Members) that are, in each case, approved by Section 7.08the Borrower in good faith; (cvii) any agreement, instrument or arrangement as in effect as of the Borrower Closing Date and set forth on Schedule 6.05, or any Restricted Subsidiary from making sales amendment thereto (so long as any such amendment is not disadvantageous to the Lenders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower); (viii) [Reserved]; (ix) [Reserved]; (x) transactions with customers, clients, suppliers, or leases to purchasers or purchases sellers of goods or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (fxi) to the extent permitted by Section 7.08[reserved]; (xii) sales of accounts receivable, the Borrower payment intangibles and related assets or any Restricted Subsidiary from participating inparticipations therein, or effecting any transaction in connection with any Receivables Facility and Standard Receivables Facility Undertakings; (xiii) [reserved]; and (xiv) payments to or from, and transactions with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates venture in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10,000,000, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the foregoing Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The limitations set forth in paragraph (a) of this Section 6.05 shall not prohibitapply to: (ai) transactions between or among the Borrower or any of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and the definition of “Permitted Investments”; (iii) the payment of management, consulting, monitoring and advisory fees and related expenses to the Sponsors and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the Borrower or any direct or indirect parent company thereof pursuant to the Management Services Agreement as in effect on the Closing Date; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (v) payments by the Borrower or any Restricted Subsidiary to any of the Sponsors and the Co-Investors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Borrower in good faith; (vi) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agent a letter from performing an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such employees or consultants that are, in each case, approved by the Borrower in good faith; (viii) any agreement, instrument or arrangement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower); (ix) the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement or its equivalent (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by Section 7.08this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the terms of the original agreement in effect on the Closing Date as reasonably determined in good faith by the Borrower; (cx) the Borrower or any Restricted Subsidiary from making sales or leases Transactions, the Credit Card Sale and the payment of all fees and expenses related to or purchases or leases from any Affiliate andthe Transactions and the Credit Card Sale, in connection therewitheach case as disclosed in the offering circular relating to the New Notes; (xi) transactions with customers, extending credit or making paymentsclients, suppliers, or from making payments for services rendered by any Affiliatepurchasers or sellers of goods or services, if such sales, leases or purchases are made or such services are rendered in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gxii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or issuance of Equity Interests (other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (ithan Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable to any Permitted Holder or (y) at to any time by the board of directors of the Borrower director, manager, officer, employee or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business consultant of the Borrower or any Restricted Subsidiarydirect or indirect parent company thereof; (hxiii) to sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and (xiv) investments by the extent permitted by Section 7.08, Sponsors and the Co-Investors in securities of the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Restricted Subsidiaries so long as (iA) any Restricted Payments permitted by Section 7.07; and the investment is being offered generally to other investors on the same or more favorable terms and (jB) transactions not constituting Investments the investment constitutes less than 5.0% of the proposed or Restricted Payments and involving payments, transfers outstanding issue amount of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000class of securities.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly enter into or indirectlymake or amend any transaction, pay any funds to contract, agreement, understanding, loan, advance or guarantee with, or for the account benefit of, make any Investment inAffiliate of the Company (each, leasean “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibitunless: (a1) the Borrower Affiliate Transaction is on terms that are not materially less favorable to the Company or any the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person with such determination to be made at the time such Affiliate Transaction is entered into or agreed to; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, the Company delivers to the Trustee either (I) a Board Resolution of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; or (II) with respect to any such Affiliate Transaction or series of related Affiliate Transactions as to which there are no disinterested members of the Board of Directors, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from performing its obligations under a financial point of view issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the Existing Affiliate Agreements;task for which such firm has been engaged (as determined by the Company in good faith). (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 7.08;4.14(a): (c1) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate anddirector, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith, extending credit ) entered into by the Company or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered of its Restricted Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliatebusiness; (d2) transactions between or among any of the Credit Parties and the Company and/or its Restricted Subsidiaries not involving any other AffiliateSubsidiaries; (e3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because either (x) the Borrower Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Company; provided such director abstains from voting as a director of the Company on any matter involving such other person; (4) (x) any issuance of Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to the Qualified Equity Interest capital of the Company by an Affiliate (other than in respect of Designated Preferred Stock); (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if under the terms of any agreement that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such Indebtedness are substantially as favorable amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Borrower Holders taken as a whole than the original agreement as in effect on the Issue Date; (7) transactions effected as part of a Qualified Securitization Transaction. (8) transactions in which the Company delivers to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness Affiliate Transaction from a lender financial point of view or that such Affiliate Transaction meets the requirements of Section 4.14(a)(1), in each case, issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which was not an Affiliatesuch firm has been engaged (as determined in good faith by the Company); (f9) to the extent permitted by Section 7.08payments, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit advances to employees or consultants or guarantees in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary respect thereof (or a duly constituted committee cancellation of such board)loans, (iiadvances or guarantees) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of for bona fide business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07purposes; and (j10) transactions not constituting Investments investments in securities of the Company or any of the Restricted Payments Subsidiaries (and involving payments, transfers payment of property reasonable out-of-pocket expenses incurred in connection therewith) so long as (i) the investment is being offered generally to other investors on the same or other obligations with a fair value not to exceed, for all more favorable terms and (ii) the investment constitutes less than 15.0% of the proposed issue amount of such transactions after the Closing Date, $5,000,000class of securities.

Limitations on Transactions with Affiliates. The Borrower shall notExcept as otherwise expressly permitted in this Agreement, enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (A) not otherwise prohibited under this Agreement, and shall (B) upon terms no less favorable to the Parent Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any an Affiliate; provided that the foregoing nothing contained in this Subsection 8.11 shall not be deemed to prohibit: (a) the Parent Borrower or any Restricted Subsidiary from entering into, modifying or performing its obligations under any consulting, management, compensation, benefits or employment agreements or other compensation arrangements with a director, officer, employee or former officer, director or employee of the Existing Affiliate AgreementsParent Borrower or such Restricted Subsidiary in the ordinary course of business; (b) the Borrower payment of all amounts in connection with this Agreement or any Restricted Subsidiary from making any Investment permitted by Section 7.08of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries from entering into, making sales payments pursuant to and otherwise performing (i) the obligations under the Atkore Investment Documents and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or leases to becomes a director, officer, agent or purchases employee of Holdings, the Parent Borrower or leases from any Affiliate andof its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection therewith, extending credit with any offering of securities by Holdings or making payments, or from making payments for services rendered by any AffiliateParent Entity (provided that, if such salesParent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable other assets relating to the ownership interest by such Parent Entity in Holdings or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or the Parent Borrower 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 or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of 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 Restricted Subsidiary corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the terms and conditions which would apply in 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 similar transaction with a Person not an Affiliatedirector or officer of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity; (d) transactions between any issuance or among any sale of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower Capital Stock of Holdings or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable Parent Entity or capital contribution to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary; (e) the execution, delivery and performance of the Tax Sharing Agreement; (f) the execution, delivery and performance of agreements (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) any transaction among the Loan Parties, any transaction excluded as an Asset Sale by clause (b) or (e) of the definition thereof, any transaction permitted by clause (f), (g), (h), (i), (l), or (m) of the definition of “Permitted Investments” (provided that any transaction pursuant to clause (l) or (m) shall be limited to guarantees of loans and advances by third parties), any transaction permitted by Subsection 8.3 and any transaction permitted by Subsection 8.13(f)(i), 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii) or 8.13(f)(viii); (h) the Parent Borrower from paying to the extent permitted by Section 7.08, the Borrower CD&R and Tyco or any Restricted Subsidiary from making any loanof their respective Affiliates fees up to $30,000,000, guarantee or other accommodation in accordance the aggregate, plus out-of-pocket expenses, in connection with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its businessTransactions; (i) the Parent Borrower or any of its Restricted Payments permitted by Section 7.07Subsidiaries from entering into or performing an agreement with CD&R or Tyco or any of their respective Affiliates for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $7,500,000 per year plus reasonable out-of-pocket expenses; and (j) The Transactions and all transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.related thereto

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection transaction, contract, agreement, understanding, loan, advance or guarantee with any joint enterprise Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or other joint arrangement withconsideration in excess of $3,000,000, unless (i) such Affiliate Transaction is on terms that, taken as a whole, are not materially less favorable to the Borrower or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Administrative Agent with respect to any Affiliate; provided Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that the foregoing such Affiliate Transaction complies with clause (i) above. (b) The limitations set forth in paragraph (a) of this Section 6.05 shall not prohibitapply to: (ai) transactions between or among the Borrower or any of the Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and the definition of “Permitted Investments”; (iii) the payment of management, consulting, monitoring, closing, transactional and advisory fees and related expenses to the Sponsors and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the Borrower or any direct or indirect parent thereof pursuant to the Management Services Agreement as in effect on the Closing Date; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants or advisors of the Borrower, any of its direct or indirect parents or any Subsidiary; (v) payments to any of the Sponsors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Borrower in good faith; (vi) transactions in respect of which the Borrower or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Subsidiary from performing a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to officers, directors, employees or consultants of the Borrower, any of its direct or indirect parents or any Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such officers, directors, employees or consultants that are, in each case, approved by the Borrower in good faith; (viii) any agreement, instrument or arrangement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower); (ix) the existence of, or the performance by the Borrower or any of the Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement or its equivalent (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by Section 7.08this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the terms of the original agreement in effect on the Closing Date as reasonably determined in good faith by the Borrower; (cx) the Borrower Transactions and the payment of all fees and expenses related to the Transactions; (xi) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gxii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or issuance of Equity Interests (other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (ithan Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable to any Permitted Holder or (y) at to any time by the board of directors of the Borrower director, manager, officer, employee, consultant or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business advisor of the Borrower or any Restricted Subsidiary;direct or indirect parent thereof; and (hxiii) to investments by the extent permitted by Section 7.08, Sponsors in securities of the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Subsidiaries so long as (iA) any Restricted Payments permitted by Section 7.07; and the investment is being offered generally to other investors on the same or more favorable terms and (jB) transactions not constituting Investments the investment constitutes less than 5.0% of the proposed or Restricted Payments and involving payments, transfers outstanding issue amount of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000class of securities.

Limitations on Transactions with Affiliates. The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibitIssuer (each of the foregoing, an “Affiliate Transaction”) in any one or series of related transactions involving aggregate payments or consideration in excess of US$15,000,000, unless: (a) such Affiliate Transaction is on terms that are not materially less favorable to the Borrower Issuer or any the relevant Restricted Subsidiary from performing its obligations under than those that could have been obtained in a comparable transaction by the Existing Affiliate Agreements;Issuer or such Restricted Subsidiary with an unrelated Person (or, in the event that there are no comparable transactions involving Persons who are not Affiliates of the Issuer or the relevant Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Issuer has determined to be fair to the Issuer or the relevant Restricted Subsidiary), and (b) the Borrower Issuer delivers to the Trustee (x) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$35,000,000, a resolution adopted by the majority of the Board of Directors of the Issuer (and a majority of the Independent Directors) approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (a) above and (y) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$75,000,000, a written opinion of a Nationally Recognized Independent Financial Advisor stating that such Affiliate Transaction meets the requirements of clause (a). The foregoing provisions will not apply to the following: (1) transactions between or among the Issuer or any of the Restricted Subsidiaries; provided that in the case of non-Wholly-Owned Restricted Subsidiaries, no Affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in such Restricted Subsidiary; (2) (x) Restricted Payments permitted by Section 1010 and (y) Permitted Investments; (3) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance agreements entered into with, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary; (4) transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from a Nationally Recognized Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph; (5) other than in respect of the Consulting Services Agreement (which is addressed in clause (12) below), any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such agreement, together with all amendments thereto, taken as a whole, is not more disadvantageous as determined by the Issuer to the Holders in any material respect than the agreement in effect as of the Issue Date) or any transactions contemplated thereby; (6) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by Section 7.08this clause (6) to the extent that the terms of any such agreement, together with all amendments thereto, taken as a whole, or new agreement are not more disadvantageous as determined by the Issuer to the Holders or the Issuer and its Restricted Subsidiaries in any material respect than the agreement in effect as of the Issue Date; (c7) any payments of tax distributions in accordance with Section 3.7 of the Ancillary Agreement and clause (10)(A) of the second paragraph of Section 1010 that do not exceed US$2,000,000 per calendar year; (8) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (9) the Borrower issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Person; (10) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary from making sales which are approved by a majority of the Board of Directors of the Issuer in good faith; (11) any Spectrum Repurposing; (a) the annual fee of US$5,000,000 to be paid to Loral pursuant to the Consulting Services Agreement as in effect on the Issue Date, which fee may be payable in the form of cash or leases Mezzanine Securities, (b) reimbursements for payments to or purchases or leases from non-affiliated third parties made by any Affiliate andPermitted Holders on behalf of the Issuer and/or its Restricted Subsidiaries pursuant to the Consulting Services Agreement not to exceed US$2,000,000 in the aggregate in any calendar year, in connection therewith, extending credit or making payments, or from making payments (c) payment for services rendered under the Consulting Services Agreement as in effect on the Issue Date not to exceed US$5,000,000 per calendar year to the extent such payments are approved by the Independent Directors in accordance with the provisions of the Consulting Services Agreement as in effect on the Issue Date and (d) the payment to any Affiliatepurchaser who purchases all or a majority of the Equity Interests of the Issuer in accordance with the terms of this Indenture (and such purchase is not a Change of Control Triggering Event) of reasonable management, if monitoring, consulting and advisory fees, indemnities and related expenses, as reasonably determined by the Issuer and such salespurchaser in an aggregate amount pursuant to this clause (d) not to exceed 2% of Consolidated EBITDA in any year; (13) any Unrestricted Subsidiary Support Transaction; (14) pledges of Equity Interests of Unrestricted Subsidiaries; (15) transactions permitted by, leases and complying with, the provisions of Article Eight; (16) any contribution of capital to the Issuer; (17) (a) transactions with customers, clients, suppliers or purchases are made purchasers or such services are rendered sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliate; unaffiliated party or (fb) to the extent permitted by Section 7.08, the Borrower transactions with joint ventures or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates Unrestricted Subsidiaries entered into in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j18) transactions not constituting Investments or Restricted Payments the incurrence by the Issuer of Dividend Obligations and involving payments, transfers payments of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000interest and principal related thereto.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Guarantor or Restricted Subsidiary to, will not directly or indirectly, pay indirectly enter into or permit to exist any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any material transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) Affiliate of the Borrower or any Guarantor or Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; Subsidiary, except for (ba) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases transactions that are made or such services are rendered in the ordinary course of business and on business, upon commercially reasonable terms and conditions at least as that are no less favorable to the Borrower or such applicable Guarantor or Restricted Subsidiary as than would be obtained at the terms and conditions which would apply time in a similar comparable, arm’s length transaction with a Person not an Affiliate; non-affiliated Person, (db) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or and/or any Guarantor and/or Restricted Subsidiary and that are not otherwise prohibited by this Agreement, (c) licenses and sublicenses in the ordinary course of business, (d) any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) Payment to the extent permitted by Section 7.085.15, the Borrower or (e) reasonable and customary director, officer and employee compensation, including bonuses, and other benefits, including retirement, health, stock option, other equity and other benefit plans and indemnification arrangements and any Restricted Subsidiary from participating inissuance of securities, or effecting any transaction other payments, awards or grants in cash, securities or otherwise in connection withtherewith, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gf) the Borrower or any Restricted Subsidiary from maintainingexistence of, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions and the performance of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business obligations of the Borrower or any Restricted Subsidiary; (h) of its Subsidiaries under the terms of any agreement to the extent permitted by Section 7.08, which the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) Subsidiaries is a party as of or on February 9, 2021 and disclosed on Schedule II to the Note Issuance Agreement, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments future amendment, modification, supplement, extension or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions renewal entered into after the Closing Effective Date shall be permitted solely to the extent that its terms are not more disadvantageous in any material respect to the Lender than the terms of the agreements in effect on the Effective Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $20.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, or the making or cancellation of loans in the ordinary course of business to any such employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other equity securities, to any such employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any 2009 Transaction Documents referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any 2009 Transaction Document, and (2) payments of principal, interest and premium on to CD&R or any of its Indebtedness held Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities as may be approved by an Affiliate if a majority of the terms of such Indebtedness Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are substantially as favorable made pursuant to the Borrower 2009 Transaction Documents or such Restricted Subsidiary as the terms which could have been obtained at the time are approved by a majority of the creation Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness from a lender which was not an Affiliate;services or activities, (fviii) to the extent permitted by Section 7.08Transactions, the Borrower or any Restricted Subsidiary from participating in2009 Transactions, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), and all fees and expenses paid or payable in connection with the Transactions or the 2009 Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any arrangement to terminate any issuance or sale of the foregoing, if such plan, contract, or arrangement Capital Stock (iother than Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary;capital contribution to the Borrower, and (hx) to the extent permitted any investment by Section 7.08, any CD&R Investor in securities of the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Restricted Subsidiaries so long as (i) any Restricted Payments permitted such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by Section 7.07; and (j) transactions not constituting Investments all CD&R Investors constitutes less than 5.0% of the proposed or Restricted Payments and involving payments, transfers outstanding issue amount of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000class of securities.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower transactions (i) involving payments or any Restricted Subsidiary from making sales consideration that do not exceed $5.0 million or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as (ii) not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which case may be, when taken as a whole, than those that would apply have been obtained in a similar comparable transaction at the time of such transaction on an arm’s length basis with a Person who is not an Affiliate; provided that in the event such Affiliate Transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that such transaction satisfies the criteria in this clause (ii); (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Second Amendment and Restatement Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly enter into or indirectlymake or amend any transaction, pay any funds to contract, agreement, understanding, loan, advance or guarantee with, or for the account benefit of, make any Investment inAffiliate of the Company (each, leasean “Affiliate Transaction”), sellunless: (1) the Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, transfer with such determination to be made at the time such Affiliate Transaction is entered into or otherwise dispose of any assets, tangible or intangible, agreed to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that and (2) the foregoing shall not prohibitCompany delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a Board Resolution of the Borrower or any Restricted Subsidiary from performing its obligations under Board of Directors of the Existing Company set forth in an Officers’ Certificate certifying that such Affiliate Agreements;Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions (i) involving aggregate consideration in excess of $50.0 million or (ii) as to which there are no disinterested members of the Borrower Board of Directors, an opinion as to the fairness to the Company or any such Restricted Subsidiary of such Affiliate Transaction from making any Investment permitted a financial point of view issued by Section 7.08;an accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (cb) the Borrower or any Restricted Subsidiary from making sales or leases The following items shall not be deemed to or purchases or leases from any be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) director, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith, extending credit ) entered into by the Company or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered of its Restricted Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliatebusiness; (d2) transactions between or among any of the Credit Parties and the Company and/or its Restricted Subsidiaries not involving any other AffiliateSubsidiaries; (e3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) any issuance of Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company; (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) transactions effected as part of a Qualified Securitization Transaction. (7) the Borrower performance of obligations of the Company or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if under the terms of the Shareholders Agreement and the Administrative Services Agreement, each as in effect as of or on the Issue Date and any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such Indebtedness are substantially as favorable amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Borrower or such Restricted Subsidiary Holders taken as a whole than the terms which could have been obtained at original agreement as in effect on the time Issue Date; and (8) the performance of obligations of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower Company or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum (other than the Shareholders Agreement or the Administrative Services Agreement) or any amendment, modification, supplement, extension or renewal, from participating intime to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) or in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or effecting any transaction in connection withreplacement agreement, any joint enterprise or other joint arrangement with any Affiliate if is not materially more disadvantageous to the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on Holders taken as a basis no less advantageous whole than the basis original agreement as in effect on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Issue Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any loan, advance, guarantee or indirectly, pay any funds capital contribution to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, toassets to or for the benefit of, or participate make any Investment in, or effect purchase or lease any transaction in connection property or assets from, or enter into or amend any contract, agreement or understanding with any joint enterprise or other joint arrangement withfor the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: (a) the Borrower Company or any Restricted Subsidiary from performing of its obligations under the Existing Subsidiaries (each an "Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Transaction"), other than Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered Transactions in the ordinary course of business and consistent with past practice that are fair to the Company or such Restricted Subsidiary, as the case may be, and are on terms and conditions at least as favorable to as would have been obtainable at such time from an unaffiliated party, unless the Borrower Board of Directors of the Company or such Restricted Subsidiary Subsidiary, as the case may be, pursuant to a Board Resolution reasonably and in good faith determines that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary, as the case may be, and is on terms and conditions which at least as favorable as would apply in a similar transaction with a Person not have been obtainable at such time from an Affiliate;unaffiliated party. (db) In addition, the Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Affiliate Transaction or series of Affiliate Transactions involving or having a value of more than (i) $1,000,000 unless a majority of the members of the Board of Directors of the Company who are not affiliated with any other party to such Affiliate Transaction reasonably and in good faith shall have determined that such Affiliate Transaction or series of Affiliate Transactions is fair to the Company or such Restricted Subsidiary, as the case may be, and is on terms at least as favorable as would have been obtainable at such time from an unaffiliated party and (ii) $5,000,000 unless the Company or such Restricted Subsidiary, as the case may be, has received an opinion from an Independent Financial Advisor to the effect that the financial terms of such Affiliate Transaction are fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view. (c) The provisions of Sections 5.08(a) and 5.08(b) shall not apply to: (i) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among any of the Credit Parties and Company's Wholly Owned Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by the Restricted Subsidiaries not involving any other Affiliate; Indenture; (eii) arms-length transactions between the Borrower Company or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if Wholly Owned Restricted Subsidiaries and the terms other owners of such Indebtedness are substantially as favorable to any Subsidiary or Joint Venture described in the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time last sentence of the creation definition of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business ; and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintainedreasonable compensation, entered into indemnification and other benefits paid or adopted in the ordinary course of business made available to officers, directors and employees of the Borrower Company or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08Subsidiary for services rendered in such Person's capacity as an officer, the Borrower director or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000employee.

Limitations on Transactions with Affiliates. The Borrower shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction") involving aggregate consideration in excess of $5.0 million, unless (a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Board of Directors of the Company, approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above. The foregoing provisions will not apply to the following: (i) transactions between or among the Company and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 4.06 of this Indenture; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone, Graham Packaging Corporation and their respective Affiliates; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (v) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of the Company, in good faith; (vi) transactions in which the Company or any joint enterprise of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or other joint arrangement with, any Affiliate; provided that such Restricted Subsidiary from a financial point of view or meets the foregoing shall not prohibit: requirements of clause (a) of the Borrower preceding paragraph; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; (viii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders of the Securities in any material respect) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Company or any Restricted Subsidiary from performing of its obligations under the Existing Affiliate Agreements; terms of, the Recapitalization Agreement, or any agreement contemplated thereunder (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Borrower Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of or the performance by the Company or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by Section 7.08; this clause (cix) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Securities in any material respect; (x) the Borrower payment of all fees, expenses, bonuses and awards related to the transactions contemplated by the Recapitalization Agreement, including fees to Blackstone; and (xi) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the majority of the Board of Directors of the Company, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000unaffiliated party.

Limitations on Transactions with Affiliates. (a) The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into, renew or extend any funds to transaction (including the purchase, sale, lease or for exchange of property or assets, or the account of, make any Investment in, lease, sell, transfer or otherwise dispose rendering of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection service) with any joint enterprise holder (or other joint arrangement withany Affiliate of such holder) of 5% or more of any class of Capital Stock of the Issuer or with any Affiliate of the Issuer or any of its Restricted Subsidiaries, any except upon fair and reasonable terms no less favorable to the Issuer 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; provided that the foregoing . (b) The limitation set forth in Section 4.12(a) does not limit, and shall not prohibitapply to: (a1) transactions (A) approved by a majority of the Borrower independent directors of the Board of Directors of the Issuer or (B) for which the Issuer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Issuer or such Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreementsa financial point of view; (b2) any transaction solely between the Issuer and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (3) the Borrower payment of reasonable and customary fees and expenses to directors of the Issuer who are not employees of the Issuer; (4) any Restricted Payments not prohibited by Section 4.09; (5) any employment agreement entered into by the Issuer or any Restricted Subsidiary from making any Investment permitted by Section 7.08;with an employee of the Issuer or such Restricted Subsidiary in the ordinary course consistent with past practice; or (c6) advances to employees of the Borrower Issuer or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate andfor reasonable moving and relocation, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered entertainment and travel expenses and similar expenses in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction consistent with a Person not an Affiliate;past practice. (dc) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted covered by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course 4.12(a) and not covered by clause (2) through (6) of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business;4.12(b): (i) any Restricted Payments permitted by the aggregate amount of which exceeds $5 million in value must be approved or determined to be fair in the manner provided for in Section 7.074.12(b)(1)(A) or (B); and (jii) transactions not constituting Investments or Restricted Payments and involving paymentsthe aggregate amount of which exceeds $10 million in value, transfers of property or other obligations with a must be determined to be fair value not to exceed, in the manner provided for all such transactions after the Closing Date, $5,000,000.in Section 4.12(b)(1)(B);

Limitations on Transactions with Affiliates. (a) The Borrower Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (each an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million, leaseother than (x) Affiliate Transactions permitted under Section 10.13(b) and (y) Affiliate Transactions on terms, selltaken as a whole, transfer that are not materially less favorable to the Issuer or otherwise dispose the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of any assets, tangible the Issuer or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliatesuch Restricted Subsidiary; provided that (i) if any such Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value in excess of $15.0 million, the foregoing Issuer delivers to the Trustee an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 10.13 and (ii) if any such Affiliate Transaction (or a series of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value in excess of $35.0 million, the Issuer delivers to the Trustee a resolution of the Board of Directors of the Issuer set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 10.13 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer. (b) The restrictions set forth in Section 10.13(a) shall not prohibitapply to: (a1) reasonable fees and compensation paid to, and indemnities and reimbursements and employment, consulting, severance and other compensatory, service or benefit related arrangements provided to or on behalf of, or for the Borrower benefit of, former, current or future officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary from performing its obligations under of the Existing Affiliate AgreementsIssuer, as determined in good faith by the Issuer’s Board of Directors or senior management; (b2) transactions exclusively between or among the Borrower Issuer and any of its Restricted Subsidiaries or any exclusively between or among such Restricted Subsidiary from making any Investment permitted Subsidiaries; provided such transactions are not otherwise prohibited by Section 7.08this Indenture; (c3) (A) any agreement or arrangement as in effect as of the Borrower Issue Date (or transactions pursuant thereto) or (B) any amendment, modification or supplement to the agreements referenced in subclause (A) above or any replacement thereof, so long as the terms of such agreement or arrangement, as so amended, modified, supplemented or replaced, are not more disadvantageous to the Holders when taken as a whole in any material respect compared to the applicable agreements or arrangements as in effect on the Issue Date, as determined in good faith by the Issuer; (4) Restricted Subsidiary from making sales Payments or leases to Permitted Investments permitted by this Indenture; (5) transactions between the Issuer or purchases or leases from any Affiliate andof its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in connection therewitheach case provided that such transactions are not otherwise prohibited by this Indenture; (6) transactions with customers, extending credit clients, suppliers, contractors, joint venture partners or making paymentspurchasers or sellers of goods or services that are Affiliates, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and the Restricted Subsidiaries or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary in all material respects as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at such time from an unaffiliated party, in each case, in the time reasonable determination of the creation Board of such Indebtedness from a lender which was not an AffiliateDirectors of the Issuer or the senior management of the Issuer; (f7) payments to the extent permitted by Section 7.08and from, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection and transactions with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, ventures entered into or adopted in the ordinary course of business of the Borrower or consistent with past practice (including, without limitation, any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07cash management activities related thereto); and (j) 8) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value Person who is not to exceed, for all an Affiliate immediately before the consummation of such transactions after the Closing Date, $5,000,000transaction that becomes an Affiliate as a result of such transaction.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibitCompany (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless: (a1) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; (2) the Borrower Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (3) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $100.0 million, a copy of a written opinion as to the fairness of such Affiliate Transaction to the Company or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor. (b) The foregoing provisions will not apply to the following: (1) transactions between or among the Company and/or any of the Restricted Subsidiaries; (2) Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”; (3) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (4) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1); (5) payments or loans (or cancellation of loans) to employees or consultants of the Company or any Restricted Subsidiary from performing which are approved by a majority of the Board of Directors of the Company in good faith; (6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment, taken as a whole, is no less favorable to the Company and its Restricted Subsidiaries than the agreement in effect on the date hereof (as determined by the Board of Directors of the Company in good faith)); (7) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any shareholders agreement (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Borrower Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by Section 7.08this clause (7) to the extent that the terms of any such amendment or new agreement, taken as a whole, is no less favorable to the Company and its Restricted Subsidiaries than the agreement in effect on the date of this Indenture (as determined by the Board of Directors of the Company in good faith); (c) the Borrower 8) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at such time from an unaffiliated party (as determined by the time Board of Directors of the creation of such Indebtedness from a lender which was not an AffiliateCompany in good faith); (f9) the issuance of Equity Interests (other than Disqualified Stock) of the Company to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if of the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participatesCompany; (g10) the Borrower transactions or payments pursuant to any employee, officer or director compensation or benefit plans, employment agreements, severance agreement, indemnification agreements or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, similar arrangements entered into or adopted in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower or any Restricted SubsidiaryCompany; (h11) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation transactions in the ordinary course with (i) Unrestricted Subsidiaries or (ii) joint ventures in which the Company or a Subsidiary of its businessthe Company holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any such transactions are no less favorable to the Company or Subsidiary participating in such joint ventures than they are to other joint venture partners; (i12) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (13) sales of accounts receivable, or participations therein, in connection with any Restricted Payments permitted by Section 7.07Receivables Facility; and (j14) transactions not constituting Investments or Restricted Payments the payment of management, consulting, monitoring and involving payments, transfers of property or other obligations with a fair value advisory fees and related expenses to Sponsor and its Affiliates in an aggregate amount in any fiscal year not to exceed, for all such transactions after the Closing Date, exceed an amount per annum equal to $5,000,0002.0 million.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (each an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, leaseother than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or consideration in excess of $25.0 million shall be approved by the Board of Directors of the Company or the Board of Directors of such Restricted Subsidiary, sellas the case may be, transfer or otherwise dispose such approval to be evidenced by a Board Resolution stating that such Board of any assets, tangible or intangible, to, or participate in, or effect any Directors has determined that such transaction in connection complies with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing provisions. (b) The restrictions set forth in Section 4.12(a) shall not prohibitapply to: (ai) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Borrower Company or any Restricted Subsidiary from performing its obligations under of the Existing Affiliate AgreementsCompany as determined in good faith by the Company’s Board of Directors; (bii) transactions exclusively between or among the Borrower Company and any of its Restricted Subsidiaries or any exclusively between or among such Restricted Subsidiary from making any Investment permitted Subsidiaries, provided such transactions are not otherwise prohibited by Section 7.08this Indenture; (ciii) any agreement as in effect or entered into as of the Borrower Issue Date or any Restricted Subsidiary from making sales amendment thereto or leases any transaction contemplated thereby (including pursuant to any amendment thereto) or purchases in any replacement agreement thereto so long as any such amendment or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable replacement agreement is not more disadvantageous to the Borrower or such Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) transactions effected as part of a Qualified Receivables Transaction; (v) Restricted Subsidiary as the terms Payments and conditions which would apply in a similar transaction Permitted Investments permitted by this Indenture (other than transactions with a Person not that is an AffiliateAffiliate other than as a result of such Investment); (dvi) transactions between the issuance of securities or among any other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction Company in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07good faith; and (jvii) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceedPerson (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company owns, for all directly or indirectly, any Capital Stock in such transactions after the Closing Date, $5,000,000Person.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $16,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or other joint arrangement withsuch Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $40,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate; Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided that the foregoing shall not prohibit: (a) the Borrower by a nationally recognized appraisal or any Restricted Subsidiary from performing its obligations under the Existing investment banking firm with respect to such Affiliate Agreements;Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the Borrower entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales Parent Entity heretofore or leases to hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or purchases other similar plans, programs or leases from any Affiliate andarrangements, in connection therewith, extending credit or making (2) payments, compensation, performance of indemnification or from contribution obligations, the making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered cancellation of loans in the ordinary course of business and on terms and conditions at least to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as favorable to determined in good faith by the Borrower Representative, such Subsidiary or such Restricted Subsidiary as Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;definition of such term), (diii) transactions any transaction between or among any of the Credit Parties and the Parent Borrower, one or more Restricted Subsidiaries not involving any other Affiliate;Subsidiaries, or one or more Special Purpose Entities, (eiv) any transaction arising out of agreements or instruments in existence on the Borrower or Closing Date and set forth on Schedule 8.5 (other than any Restricted Subsidiary from making Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate;made pursuant thereto, (fv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower Representative, or any are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary;Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Parent Borrower, (hvi) to any transaction in the extent permitted ordinary course of business, or approved by Section 7.08a majority of the Board of Directors, between the Parent Borrower or any Restricted Subsidiary from making and any loanAffiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity, (vii) the execution, guarantee delivery and performance of any Transaction Agreement, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or other accommodation payable in accordance connection with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; Transactions, and (jix) transactions not constituting Investments any issuance or Restricted Payments and involving payments, transfers sale of property Capital Stock (other than Disqualified Stock) of the Parent Borrower or other obligations with a fair value not Junior Capital or any capital contribution to exceed, for all such transactions after the Closing Date, $5,000,000Parent Borrower.

Limitations on Transactions with Affiliates. The Borrower Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall not, and shall not permit be binding on the Company or any Restricted Subsidiary toSubsidiary: (a) Neither the Company nor any of its Restricted Subsidiaries may, directly or indirectly, pay make any funds loan, advance, guaranty or capital contribution to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate infor the benefit of, or effect purchase or lease any transaction in connection with property or assets from, or enter into or amend any joint enterprise contract, agreement or other joint arrangement understanding with, or for the benefit of any Affiliate; provided Affiliate (each an “Affiliate Transaction”), except for (i) Restricted Payments otherwise permitted under this First Supplemental Indenture, and (ii) transactions, the terms of which are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis with Persons who are not Affiliates. (b) In addition, (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with an aggregate value in excess of $5,000,000, such transaction must first be approved by a majority of the Disinterested Directors and (ii) with respect to any Affiliate Transaction or related series of Affiliate Transactions with an aggregate value in excess of $25,000,000, the Company must first deliver to the Trustee a favorable written opinion from an investment banking firm of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Restricted Subsidiary, as the case may be, or with respect to transactions involving real property, a determination of value by a licensed real estate appraisal firm that is of regional standing in the foregoing region in which the subject property is located and which has professionals that are MAI certified. (c) Notwithstanding the foregoing, Affiliate Transactions shall not prohibit: include (ai) transactions exclusively between or among the Borrower Company and one or more Restricted Subsidiaries or between or among one or more Restricted Subsidiaries, (ii) any contract, agreement or understanding with, or for the benefit of, or planned for the benefit of, employees, officers or directors of the Company or any Restricted Subsidiary from performing its obligations under (in their capacity as such) that has been approved by the Existing Affiliate Agreements; Board of Directors (bor a committee thereof) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered is in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction consistent with a Person not an Affiliate; past practice, (diii) transactions between or among any issuances of Qualified Capital Stock of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable Company to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time members of the creation Board of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08Directors, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business officers and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any employees of the foregoing, if such plan, contract, Company or arrangement (i) has been or is its Subsidiaries pursuant to plans approved either (x) at any time by the shareholders stockholders or the Board of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Directors (or a duly constituted committee of such board), (iithereof) or is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business and consistent with past practice of the Borrower or any Restricted Subsidiary; Company, (hiv) home sales and readily marketable mortgage loans to employees, officers and directors of the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies Company and practices concerning employee relocation Subsidiaries in the ordinary course of business, (v) payment of regular fees and reimbursement of expenses to members of the Board of Directors who are not employees of the Company and reimbursement of expenses and payment of wages and other compensation to officers and employees of the Company or any of its business; Subsidiaries or loans or advances in respect thereof, (ivi) contractual arrangements in effect on the Issue Date and renewals and extensions thereof not involving modifications materially adverse to the Company or any Restricted Payments permitted by Section 7.07; and Subsidiary, (jvii) transactions not constituting Investments or Restricted Payments or Permitted Investments otherwise made in compliance with this First Supplemental Indenture or (viii) the advancement of general and involving payments, transfers administrative expenses of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Company and its Subsidiaries that are reimbursed in the ordinary course of business.

Limitations on Transactions with Affiliates. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and (2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction and determining that the above requirements are met. (b) The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) reasonable director, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan) and indemnification arrangements, in each case, as determined in good faith by the Issuer’s Board of Directors or senior management; (3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (4) scheduled payments of Earn Out Obligations of $5.0 million in any fiscal year of the Issuer; (5) any Permitted Investments; (6) any Restricted Payments which are made in accordance with Section 4.11; (7) (x) any agreement in effect on the Issue Date, as in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in connection the immediately preceding clause (x); (8) any transaction with any joint enterprise a Person (other than an Unrestricted Subsidiary of the Issuer) which would constitute an Affiliate of the Issuer solely because the Issuer or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit:a Restricted Subsidiary owns an equity interest in or otherwise controls such Person; (a) any transaction with an Affiliate where the Borrower only consideration paid by the Issuer or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; is Qualified Equity Interests or (b) the Borrower issuance or sale of any Qualified Equity Interests; and (10) transactions between the Issuer or any Restricted Subsidiary from making and any Investment permitted by Section 7.08; (c) Person, a director of which is also a director of the Borrower Issuer or any Restricted Subsidiary from making sales direct or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any indirect parent company of the Credit Parties Issuer and such director is the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by sole cause for such Person to be deemed an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower Issuer or any Restricted Subsidiary; (h) to ; provided, however, that such director abstains from voting as a director of the extent permitted by Section 7.08Issuer or such direct or indirect parent company of the Issuer, as the Borrower or case may be, on any Restricted Subsidiary from making any loan, guarantee or matter involving such other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Person.

Limitations on Transactions with Affiliates. (a) The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into, renew or extend any funds to transaction (including, without limitation, the purchase, sale, lease or for exchange of property or assets, or the account of, make any Investment in, lease, sell, transfer or otherwise dispose rendering of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection service) with any joint enterprise holder (or other joint arrangement withany Affiliate of such holder) of 5% or more of any class of Capital Stock of the Issuer or with any Affiliate of the Issuer or any of its Restricted Subsidiaries, any except upon fair and reasonable terms no less favorable to the Issuer 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; provided that the foregoing . (b) The limitation set forth in Section 4.12(a) does not limit, and shall not prohibitapply to: (a1) transactions (A) approved by a majority of the Borrower independent directors of the Board of Directors of the Issuer or (B) for which the Issuer or any Restricted Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to the Issuer or such Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreementsa financial point of view; (b2) any transaction solely between the Issuer and any of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (3) the Borrower payment of reasonable and customary fees and expenses to directors of the Issuer who are not employees of the Issuer; (4) any Restricted Payments not prohibited by Section 4.09; (5) any employment agreement entered into by the Issuer or any Restricted Subsidiary from making any Investment permitted by Section 7.08;with an employee of the Issuer or such Restricted Subsidiary in the ordinary course consistent with past practice; or (c6) advances to employees of the Borrower Issuer or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate andfor reasonable moving and relocation, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered entertainment and travel expenses and similar expenses in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction consistent with a Person not an Affiliate;past practice. (dc) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted covered by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course 4.12(a) and not covered by clause (2) through (6) of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business;4.12(b): (i) any Restricted Payments permitted by the aggregate amount of which exceeds $10 million in value must be approved or determined to be fair in the manner provided for in Section 7.074.12(b)(1)(A) or (B); and (jii) transactions not constituting Investments or Restricted Payments and involving paymentsthe aggregate amount of which exceeds $20 million in value, transfers of property or other obligations with a must be determined to be fair value not to exceed, in the manner provided for all such transactions after the Closing Date, $5,000,000in Section 4.12(b)(1)(B).

Limitations on Transactions with Affiliates. The Borrower shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, pay enter into any funds to transaction after the date of this Agreement (including, without limitation, the sale, purchase or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose lease of any assetsassets or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower except for transactions (including, tangible subject to subsection 7.4, any loans or intangible, advances by or to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement withguarantee on behalf of, any Affiliate or holder) made in good faith the terms of which are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Borrower or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not such a holder or Affiliate; provided that the foregoing fairness, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not prohibit: apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower or any Restricted a Subsidiary from performing its obligations under of the Existing Affiliate Agreements; Borrower (including directors who are employees), (b) any transaction between the Borrower and any of its Subsidiaries the terms of which are not unfair or any Restricted Subsidiary from making any Investment permitted by Section 7.08; unreasonable to the Borrower, (c) the Borrower or any Permitted Payment, and any Restricted Subsidiary from making sales Payment not otherwise prohibited by subsection 7.4 or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) equipment and real property lease transactions between or among any with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments this Agreement, indebtedness of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by outstanding on the board date of directors of this Agreement and the agreements between the Borrower or such Restricted Subsidiary (or a duly constituted committee and Geor▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇vi▇ ▇. ▇▇▇▇▇ ▇▇▇ Robe▇▇ ▇. ▇▇▇▇▇, ▇▇ each case as in effect on the date of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000this Agreement.

Limitations on Transactions with Affiliates. (a) The Borrower Issuers shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibitIssuers (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10.0 million, unless: (a1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuers or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuers or such Restricted Subsidiary with an unrelated Person; and (2) the Borrower Issuers deliver to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above; and (ii) with respect to any Affiliate Transactions or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $75.0 million, a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from performing its obligations under a financial point of view or meets the Existing Affiliate Agreementsrequirements of clause (a) of the preceding paragraph; (b) The foregoing provisions shall not apply to the Borrower following: (1) transactions between or among the Issuers and/or any of the Restricted Subsidiaries; (2) Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”; (3) the payment of reasonable fees and compensation paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuers, any of its direct or indirect parents or any Restricted Subsidiary; (4) transactions in which the Issuers or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1); (5) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parents or any Restricted Subsidiary from making any Investment permitted which are approved by Section 7.08a majority of the Board of Directors of the Company in good faith; (c6) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect) or payments made thereunder or the performance thereof or any transaction contemplated thereby; (7) the Borrower existence of, or the performance by the Issuers or any Restricted Subsidiary from making sales Subsidiaries of its obligations under the terms of, any equityholders agreement (including any registration right agreement or leases purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or purchases the performance by the Issuers or leases from any Affiliate andRestricted Subsidiaries of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date shall only be permitted under this clause (7) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuers or the senior management thereof, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not in arm’s-length negotiations with an Affiliateunaffiliated third party; (f9) to any transaction with the extent permitted by Section 7.08Company, the Borrower or any a Restricted Subsidiary from participating in, or effecting any transaction joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or otherwise controls such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participatesSubsidiary, joint venture or similar entity; (g10) any purchases by the Borrower Issuers’ Affiliates of Indebtedness of the Company or any of its Restricted Subsidiary from maintaining, entering into Subsidiaries the majority of which Indebtedness is offered to Persons who are not Affiliates; (11) any issuance or adopting any executive or employee incentive or compensation plan, contract or sale of Equity Interests (other arrangement (including any loans or extensions than Disqualified Stock) to Affiliates of credit the Company and the granting of registration and other customary rights in connection therewith to the extent permitted by Section 7.08), or any arrangement contribution to terminate any capital of Parent, the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower Issuers or any Restricted Subsidiary; (h12) to the extent permitted by Section 7.08any issuance of securities, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation payments, awards or grants in accordance with cash, securities or otherwise pursuant to, or the Borrower’s policies funding of, employment arrangements, stock options and practices concerning employee relocation in stock ownership plans approved by the ordinary course Board of its business; (i) any Restricted Payments permitted by Section 7.07Directors of the Company; and (j13) transactions not constituting Investments any transaction permitted by Article Eight and consummated at a time when the common stock of the Company or Restricted Payments and involving paymentsParent is listed on the New York Stock Exchange or NASDAQ; and (14) sales of accounts receivable, transfers of property or other obligations participations therein, in connection with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000any Receivables Facility.

Limitations on Transactions with Affiliates. The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any AffiliateAffiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or such Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiary; provided that and (2) the foregoing shall not prohibitIssuer delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value in excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and either (x) a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the Borrower disinterested members of the Board of Directors of the Issuer approving such Affiliate Transaction or any Restricted Subsidiary from performing its obligations under (y) a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Existing Board of Directors of the Issuer approving such Affiliate Agreements;Transaction together with the written opinion or appraisal described in clause (b) below; and (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases with respect to or purchases or leases from any Affiliate andTransaction involving aggregate value of $10.0 million or more, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered the certificates described in the ordinary course of business preceding clause (a) and on terms and conditions at least either (x) a written opinion as favorable to the Borrower fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course financial point of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable view or (y) at any time a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the board of directors Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, however, in each case, that no Affiliate of the Borrower or Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h2) to the extent reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification arrangements; (3) loans and advances permitted by Section 7.08, clause (3) of the Borrower or any definition of “Permitted Investments”; (4) Restricted Subsidiary from making any loan, guarantee or other accommodation Payments which are made in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its businessSection 4.07; (i5) any Restricted Payments permitted agreement as in effect as of the Issue Date and disclosed in the Offering Memorandum or in any document incorporated by reference therein or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 7.074.09) or any transaction contemplated by such agreement; andor (j6) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations any transaction with a fair value not to exceedjoint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided, for all however, that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest or otherwise participate in such transactions after the Closing Date, $5,000,000joint venture or similar entity.

Limitations on Transactions with Affiliates. The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate (an “Affiliate Transaction”), unless such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary. The foregoing restrictions shall not prohibitapply to: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d1) transactions between or among any of the Credit Parties Issuer and the its Wholly-Owned Restricted Subsidiaries not involving any other Affiliate; (e2) reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, and Stock Compensation Plans) and indemnification arrangements; (3) transactions pursuant to the Borrower Tax Liability Allocation and Indemnification Agreement as in effect on the Issue Date; (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) Restricted Payments of the type described in clause (1), (2) or (4) of the definition of “Restricted Payment” and which are made in accordance with Section 4.07; (6) (x) any agreement in effect on the Issue Date and disclosed in the Offering Memorandum, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x); (7) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (8) ordinary overhead arrangements in which any Subsidiary participates; and (a) any transaction with an Affiliate where the only consideration paid by the Issuer or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower is Qualified Equity Interests or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gb) the Borrower issuance or sale of any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Qualified Equity Interests.

Limitations on Transactions with Affiliates. (a) The Borrower Partnership shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement Guarantee with, or for the benefit of, any Affiliate; provided that the foregoing shall not prohibitAffiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Partnership or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Partnership or that Restricted Subsidiary from a Person that is not an Affiliate of the Partnership or that Restricted Subsidiary; and (2) the Partnership delivers to the Trustee: (A) with respect to any Affiliate Transaction involving aggregate value in excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the disinterested members of the Board of Directors of the Partnership approving such Affiliate Transaction; and (B) with respect to any Affiliate Transaction involving aggregate value of $10.0 million or more, the certificates described in the preceding clause (a) and a written opinion as to the Borrower fairness of such Affiliate Transaction to the Partnership or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor to the Board of Directors of the Partnership. (b) The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (A) the Partnership and one or more Restricted Subsidiaries or (B) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Partnership (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; or (2) customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements; (3) Restricted Payments that are permitted by Section 4.11 and Permitted Investments; (4) such Affiliate Transaction is with a Person in its capacity as a holder of Indebtedness or Equity Interests of the Partnership, the Company or any Restricted Subsidiary from performing its obligations under where such Person is treated no more favorably than the Existing Affiliate Agreements; (b) holders of Indebtedness or Equity Interests of the Borrower Company or any Restricted Subsidiary from making any Investment permitted by Section 7.08who are unaffiliated with the Company and its Restricted Subsidiaries; (c5) the Borrower existence of, or the performance by the Partnership or any Restricted Subsidiary from making sales of their obligations under the terms of, (i) any agreements that (x) are described in the Annual Report on Form 10-K of the Partnership for the year ended December 31, 2008 under the heading “Certain Relationships and Related Party Transactions, and Director Independence” to which it is a party on the terms described in such Annual Report on Form 10-K or leases to or purchases or leases from any (y) form part of an Affiliate and, in connection therewith, extending credit or making paymentsTransaction that meets the requirements of subclauses (1) and (2) of clause (a) of this Section 4.13, or from making payments for services rendered by (ii) any Affiliate, if amendments to such sales, leases or purchases agreements that are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not less favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply Holders in a similar transaction with a Person not an Affiliate;any material respect; and (d6) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower Partnership or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from Subsidiaries and a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction Cemetery Non-Profit in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Cemetery Management or Operating Agreement.

Limitations on Transactions with Affiliates. The Borrower shall Holdings will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (each, leasean "AFFILIATE TRANSACTION"), sell, transfer other than (x) Affiliate Transactions permitted under the third paragraph of this covenant and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of Holdings or otherwise dispose such Restricted Subsidiary. All Affiliate Transactions (and each series of any assets, tangible related Affiliate Transactions which are similar or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise part of a common plan) involving aggregate payments or other joint arrangement withproperty with a fair market value in excess of $2.5 million shall be approved by the Board of Directors of Holdings or such Restricted Subsidiary, any Affiliate; provided as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing shall not prohibit: (a) the Borrower provisions. If Holdings or any Restricted Subsidiary of Holdings enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million, Holdings or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Holdings or the relevant Restricted Subsidiary, as the case may be, from performing its obligations under a financial point of view, issued by an Independent Financial Advisor and file the Existing Affiliate Agreements;same with the Trustee. The restrictions set forth in the first paragraph of this Section 4.11 shall not apply to (b1) the Borrower reasonable fees and compensation paid to and indemnity and reimbursement provided on behalf of, officers, directors, employees or consultants of Holdings or any Restricted Subsidiary from making any Investment permitted of Holdings as determined in good faith by Section 7.08Holdings' Board of Directors or senior management; (c2) transactions exclusively between or among Holdings and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries; (3) any agreement (other than the Management 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 materially more disadvantageous to the Holders, taken as a whole, in any material respect than the original agreement as in effect on the Issue Date; (4) the Borrower payment to ▇▇▇▇▇▇ ▇▇▇▇▇▇, Inc. of management fees pursuant to and in accordance with the Management Agreement not to exceed the amount per year specified in the Management Agreement; PROVIDED that, in the event the full amount thereof is not paid in any year, the deficiency may cumulate; and PROVIDED that no Default or Event of Default shall have occurred and be continuing at the time of payment, may be paid together with the then current management fee for such subsequent year; (5) Restricted Payments permitted by this Indenture; (6) any employment, stock option, stock repurchase, employee benefit, compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into by Holdings or any of its Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliatebusiness; (d7) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith advances to the extent permitted by Section 7.08), employees or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower Holdings or any of its Restricted Subsidiary; (h) Subsidiaries to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its businessunder this Indenture; (i8) any payments or other transactions pursuant to any tax-sharing agreement between Holdings and any other Person with which it files a consolidated tax return or with which Holdings is part of a consolidated group for tax purposes; (9) any Affiliate Transaction which constitutes a Permitted Investment; (10) any transaction on arm's length terms with non-Affiliates that become Affiliates as a result of such transaction; (11) the issuance of Qualified Capital Stock of Holdings or any of its Restricted Payments permitted by Section 7.07Subsidiaries; and (j12) transactions not constituting Investments with customers, suppliers or purchasers or sellers of goods or services which are fair to Holdings and its Restricted Payments and involving payments, transfers Subsidiaries as determined by the Board of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Directors of Holdings.

Limitations on Transactions with Affiliates. The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate (an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $50.0 million, unless such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary. The foregoing restrictions shall not prohibitapply to: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d1) transactions between or among any of the Credit Parties Issuer and the its Restricted Subsidiaries not involving any other Affiliate; (e2) reasonable director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, and Stock Compensation Plans) and indemnification arrangements and reasonable payments to Affiliates in consideration for securities issued in connection therewith; (3) transactions pursuant to the Borrower Tax Liability Allocation and Indemnification Agreement; (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) Restricted Payments of the type described in clause (1), (2) or (4) of the definition of “Restricted Payment” and which are made in accordance with Section 4.07; (6) (x) any agreement in effect on the Issue Date and disclosed in the Prospectus Supplement, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in the immediately preceding clause (x); (7) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (8) ordinary overhead arrangements in which any Subsidiary participates; (a) any transaction with an Affiliate where the only consideration paid by the Issuer or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower is Qualified Equity Interests or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gb) the Borrower issuance or sale of any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07Qualified Equity Interests; and (j10) transactions not constituting Investments or between the Issuer and/or any of the Restricted Payments Subsidiaries, on the one hand, and involving paymentsZulily, transfers LLC and/or any of property or its Subsidiaries, on the other obligations with a fair value not hand, if after giving pro forma effect to exceedany such transaction, for all such transactions after no Default shall have occurred and be continuing and the Closing Date, $5,000,000Consolidated Leverage Test would be satisfied.

Limitations on Transactions with Affiliates. The Borrower shall Company and each of its Restricted Subsidiaries will not, and shall not permit after the date hereof, make any Restricted Subsidiary loan, advance, Guarantee or capital contribution to, directly or indirectly, pay any funds to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate infor the benefit of, or effect purchase or lease any transaction in connection with property or assets from, or enter into or amend any joint enterprise contract, agreement or other joint arrangement understanding with, or for the benefit of, (i) any Affiliate of the Company or any of its subsidiaries or (ii) any Person (or any Affiliate of such Person) holding 10% or more of the Common Equity of the Company or any of its subsidiaries (each an "Affiliate Transaction"), except on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arms length basis from a Person that is not an Affiliate; provided . The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into an Affiliate Transaction involving or having a value of more than $10 million unless (i) such Affiliate Transaction has been approved by a majority of the 34 45 disinterested members of a Committee of the Board of Directors of the Company or (ii) the Company has delivered an officer's certificate to the Trustee stating that the foregoing shall not prohibit: (a) the Borrower signatory officer was not a party to or any Restricted Subsidiary from performing its obligations under the Existing otherwise interested in such Affiliate Agreements; Transaction and (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any terms of such Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not less favorable to the Borrower Company or such the relevant Restricted Subsidiary Subsidiary, as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principalcase may be, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which than those that could have been obtained at the time of the creation of such Indebtedness in a comparable transaction on an arms length basis from a lender which was Person that is not an Affiliate; (f) . Delivery of a certificate as required by this Indenture and described above will, absent manifest fraud, constitute conclusive evidence that the terms of the Affiliate Transaction in question are not less favorable to the extent permitted by Section 7.08Company or the relevant Restricted Subsidiary, as the Borrower or any Restricted Subsidiary case may be, than those that could have been obtained in a comparable transaction on an arms length basis from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of Person that is not an Affiliate. Notwithstanding the foregoing, if such plan, the term "Affiliate Transaction" shall not include any contract, agreement or arrangement understanding with or for the benefit of, or plan for the benefit of, any or all employees of the Company or its subsidiaries (iin their capacity as such) that has been or is approved either (x) at any time by the shareholders Company's Board of Directors, a disinterested committee thereof or the Chief Executive Officer of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Company (or a duly constituted committee of such board), (iihis or her designee) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) stock issuances to the extent permitted directors pursuant to plans approved by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000shareholders.

Limitations on Transactions with Affiliates. The Borrower shall notExcept as otherwise expressly permitted in this Agreement, enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (A) not otherwise prohibited under this Agreement, and shall (B) upon terms not permit any materially less favorable to the Parent Borrower or such Restricted Subsidiary toSubsidiary, directly or indirectlyas the case may be, pay any funds to or for than those that could be obtained at the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any time in a transaction in connection with any joint enterprise or other joint arrangement with, any a Person which is not an Affiliate; provided that the foregoing nothing contained in this Subsection 8.11 shall not be deemed to prohibit: (a) (1) the Parent Borrower or any Restricted Subsidiary from entering into, modifying, maintaining or performing any consulting, management, compensation, collective bargaining, benefits or employment agreements, related trust agreement or other compensation arrangements with a current or former management member, director, officer, employee or consultant of or to the Parent Borrower or such Restricted Subsidiary or any Parent Entity in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings, or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other equity securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its obligations under Subsidiaries or any Parent Entity (as (i) approved by the Existing Affiliate AgreementsBoard of Directors of the Borrower Representative or any Parent Entity (including the compensation committee thereof), (ii) in an amount not in excess of $2,000,000 for such director, or (iii) in the ordinary course of business), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term); (b) the Borrower payment of all amounts in connection with this Agreement or any Restricted Subsidiary from making any Investment permitted by Section 7.08of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries from entering into, making sales payments pursuant to and otherwise performing (i) the obligations under the Investment Agreement and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or leases to becomes a director, officer, agent, consultant or purchases employee of the Parent Borrower or leases from any Affiliate andof its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection therewith, extending credit or making payments, or from making payments for services rendered with any offering of securities by any AffiliateParent Entity (provided that, if such salesParent Entity shall own any material assets other than (x) the Capital Stock of the Parent Borrower or another Parent Entity, leases or purchases are made or (y) other assets relating to the ownership interest by such services are rendered Parent Entity in the ordinary course of business and on terms and conditions at least as favorable Parent Borrower or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Borrower Representative in its reasonable discretion based on the benefit therefrom to the OpCo Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in the Parent Borrower or another Parent Entity and such Restricted Subsidiary other related assets) or the Parent Borrower 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 or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management, consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or any Parent Entity, or is or was serving at the request of any such Person as a director, officer, agent, consultant or employee of another corporation, partnership, joint venture, trust, enterprise or other Person or (E) to the terms and conditions which would apply in 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 similar transaction with a Person not an Affiliatedirector or officer of the Parent Borrower or any of its Subsidiaries or any Parent Entity; (d) transactions between any issuance or among any sale of Capital Stock of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Parent Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable Parent Entity or capital contribution to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary; (e) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction Agreement, and (2) payments to CD&R, Deere or any of their respective Affiliates (x) for any management, consulting, financial or advisory services, or in respect of financing, underwriting or placement services, or in respect of other investment banking activities (if any), pursuant to the CD&R Consulting Agreement or the Deere Consulting Agreement, as applicable (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities; (f) the execution, delivery and performance of agreements or instruments (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) (i) any transaction among any of the Parent Borrower and one or more Restricted Subsidiaries, (ii) any transaction permitted by clause (c), (d), (f), (g), (h), (i), (j), (l), (m) or (n)(ii) of the definition of “Permitted Investments” (provided that any transaction pursuant to clause (l) or (m) shall be limited to guarantees of loans and advances by third parties), (iii) any transaction permitted by Subsection 8.2 or 8.3 or specifically excluded from the definition of Restricted Payment and (iv) any transaction permitted by Subsection 8.13(f)(i), 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii), 8.13(f)(viii), or 8.13(j); (h) the Transactions and all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), the Borrower and all fees and expenses paid or any Restricted Subsidiary from making any loan, guarantee or other accommodation payable in accordance connection with the Borrower’s policies Transactions, including the fees and practices concerning employee relocation in the ordinary course out-of-pocket expenses of CD&R and its businessAffiliates and Deere and its Affiliates; (i) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors of the Parent Borrower, between the Parent Borrower or any Restricted Payments permitted Subsidiary and any Affiliate of the Parent Borrower controlled by Section 7.07the Parent Borrower that is a joint venture or similar entity; (j) any investment by any CD&R Investor or member of the Deere Group in securities of the Parent Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor or member of the Deere Group in connection therewith) so long as (i) such securities are being offered generally to investors (other than CD&R Investors and members of the Deere Group) on the same or more favorable terms and (ii) to the extent such securities constitute Secured Indebtedness with a first priority Lien on any of the Collateral, such investment by all CD&R Investors constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; and (jk) transactions not constituting Investments the Parent Borrower or any of its Restricted Payments and involving paymentsSubsidiaries from maintaining or performing the Deere Revolving Plan or any amendment, transfers of property waiver, supplement or other obligations with a fair value modification thereto that is (i) made unilaterally by Deere Financial in respect thereof or (ii) is not materially adverse to exceed, for all such transactions after the Closing Date, $5,000,000Lenders.

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibitBorrower (each of the foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of Five Million Dollars ($5,000,000), unless: (i) taken as a whole, such Affiliate Transaction is on terms that are not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm’s-length transaction by the Borrower or such Restricted Subsidiary with an unrelated Person; (ii) the Borrower delivers to the Administrative Agent and the Lenders with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of Fifteen Million Dollars ($15,000,000), a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above; and (iii) the Borrower delivers to the Administrative Agent and the Lenders with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of Fifty Million Dollars ($50,000,000), a copy of a written opinion either (x) as to the fairness of such Affiliate Transaction to the Borrower or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor or (y) that the Affiliate Transaction meets the requirements of clause (i) of the preceding paragraph. (b) The foregoing provisions will not apply to the following: (i) transactions between or among the Borrower and/or any of the Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 5.11 (not including, for the avoidance of doubt, Permitted Investments); (iii) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Borrower, any of its direct or indirect parents, or any Restricted Subsidiary; (iv) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction, taken as a whole, is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph; (v) payments or loans (or cancellation of loans) to employees or consultants of the Borrower, or any Restricted Subsidiary in the ordinary course of business which are approved by a majority of the Board of Directors of the Borrower in good faith; (vi) any agreement as in effect as of the Closing Date, or any amendment thereto (so long as any such amendment, taken as a whole, is no less favorable to the Borrower and its Restricted Subsidiaries than the agreement in effect on the date of this Agreement (as determined by the Board of Directors of the Borrower in good faith)); (vii) the existence of, or the performance by the Borrower or any of its Restricted Subsidiaries of its obligations under the terms of, any shareholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary from performing its of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Existing Affiliate AgreementsClosing Date shall only be permitted by this clause (vii) to the extent that the terms of any such amendment or new agreement, taken as a whole, is no less favorable to the Borrower and its Restricted Subsidiaries than the agreement in effect on the date of this Agreement (as determined by the Board of Directors of the Borrower in good faith); (bviii) the Borrower transactions with customers, clients, suppliers, or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower purchasers or any Restricted Subsidiary from making sales sellers of goods or leases to or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of the Agreement which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Borrower or the senior management thereof, or are on terms and conditions at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Board of Directors of the Borrower in good faith); (ix) the issuance of Equity Interests (other than Disqualified Stock) of the Borrower to any Affiliate of the Borrower; (x) transactions or payments pursuant to any employee, officer or director compensation or benefit plans, employment agreements, severance agreement, indemnification agreements or any similar arrangements entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower; (xi) transactions in the ordinary course with (A) Unrestricted Subsidiaries so long as on an arm's length basis and the terms of any such transactions are no less favorable to the Borrower or Restricted Subsidiary than that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary as the terms and conditions with an unrelated Person or (B) joint ventures in which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted a Subsidiary from making payments of principal, the Borrower holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as on an arm's length basis and premium on any of its Indebtedness held by an Affiliate if the terms of any such Indebtedness transactions are substantially as no less favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time participating in such joint ventures than they are to other joint venture partners that are not otherwise Affiliates of the creation of such Indebtedness from a lender which was not an AffiliateBorrower; (fxii) transactions with a Person (other than an Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person so long as on an arm's length basis and the terms of any such transactions are no less favorable to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or owning such Equity Interest than they are to other joint arrangement with any Affiliate if Persons owning Equity Interests that are not otherwise Affiliates of the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participatesBorrower; (gxiii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary[reserved]; (hxiv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business[reserved]; (ixv) any Restricted Payments [reserved]; (xvi) Sale and Leaseback Transactions on an arm's length basis (and subject to delivery of resolutions or opinions described in Section 5.13(a) above) by and among Affiliates of the Sponsor and the Borrower and its Subsidiaries, as the case may be, permitted by Section 7.07under the Agreement; and (jxvii) transactions not constituting Investments sales or Restricted Payments and involving payments, transfers resales of property Securitization Assets or other obligations assets in connection with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000any Qualified Securitization Transaction.

Limitations on Transactions with Affiliates. (a) The U.S. Parent Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise Affiliate of the U.S. Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the U.S. Parent Borrower or other joint arrangement withsuch Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 9.5(a), any Affiliate; Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 9.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided that the foregoing shall not prohibit: (a) the Borrower by a nationally recognized appraisal or any Restricted Subsidiary from performing its obligations under the Existing investment banking firm with respect to such Affiliate Agreements;Transaction. (b) The provisions of Section 9.5(a) will not apply to: (i) any Restricted Payment Transaction, (1) the Borrower entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the U.S. Parent Borrower, any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales Parent Entity heretofore or leases to hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or purchases other similar plans, programs or leases from any Affiliate andarrangements, in connection therewith, extending credit or making (2) payments, compensation, performance of indemnification or from contribution obligations, the making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered cancellation of loans in the ordinary course of business and on terms and conditions at least as favorable to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the U.S. Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the U.S. Parent Borrower, such Restricted Subsidiary as or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;definition of such term), (diii) transactions any transaction between or among any of the Credit Parties and the U.S. Parent Borrower, one or more Restricted Subsidiaries not involving any other Affiliate;Subsidiaries, or one or more Special Purpose Entities, (eiv) any transaction arising out of agreements or instruments in existence on the Borrower or Closing Date and set forth on Schedule 9.5 to this Agreement (other than any Restricted Subsidiary from making Management Agreements referred to in Section 9.5(b)(vii)), and any payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate;made pursuant thereto, (fv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business on terms that are fair to the U.S. Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the U.S. Parent Borrower, or are not materially less favorable to the U.S. Parent Borrower or any the relevant Restricted Subsidiary;Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the U.S. Parent Borrower, (hvi) to any transaction in the extent permitted ordinary course of business, or approved by Section 7.08a majority of the Board of Directors, between the U.S. Parent Borrower or any Restricted Subsidiary from making and any loanAffiliate of the U.S. Parent Borrower controlled by the U.S. Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, guarantee delivery and performance of any Tax Sharing Agreement, any Management Agreements, and (2) payments to the Sponsors or any of their respective Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other accommodation investment banking activities (if any), as may be approved by a majority of the Disinterested Directors, (y) in accordance connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Borrower’s policies Transactions, including the fees and practices concerning employee relocation in out-of-pocket expenses of the ordinary course of its business;Sponsors and their Affiliates, (iix) any Restricted Payments permitted by Section 7.07; issuance or sale of Capital Stock (other than Disqualified Stock) of the U.S. Parent Borrower or Junior Capital or any capital contribution to the U.S. Parent Borrower, and (jx) transactions not constituting Investments any investment by any Investor in securities of the U.S. Parent Borrower or any of its Restricted Payments Subsidiaries (and involving payments, transfers payment of property out-of-pocket expenses incurred by any Investor in connection therewith) so long as such securities are being offered generally to other investors (other than Investors) on the same or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000more favorable terms.

Limitations on Transactions with Affiliates. (a) The U.S. Parent Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise Affiliate of the U.S. Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the U.S. Parent Borrower or other joint arrangement withsuch Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 9.5(a), any Affiliate; Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 9.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided that the foregoing shall not prohibit: (a) the Borrower by a nationally recognized appraisal or any Restricted Subsidiary from performing its obligations under the Existing investment banking firm with respect to such Affiliate Agreements;Transaction. (b) The provisions of Section 9.5(a) will not apply to: (i) any Restricted Payment Transaction, (1) the Borrower entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the U.S. Parent Borrower, any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales Parent Entity heretofore or leases to hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or purchases other similar plans, programs or leases from any Affiliate andarrangements, in connection therewith, extending credit or making (2) payments, compensation, performance of indemnification or from contribution obligations, the making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered cancellation of loans in the ordinary course of business and on terms and conditions at least as favorable to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the U.S. Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the U.S. Parent Borrower, such Restricted Subsidiary as or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;definition of such term), (diii) transactions any transaction between or among any of the Credit Parties and the U.S. Parent Borrower, one or more Restricted Subsidiaries not involving any other Affiliate;Subsidiaries, or one or more Special Purpose Entities, (eiv) any transaction arising out of agreements or instruments in existence on the Borrower or Closing Date and set forth on Schedule 9.5 (other than any Restricted Subsidiary from making Management Agreements referred to in Section 9.5(b)(vii)), and any payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate;made pursuant thereto, (fv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business on terms that are fair to the U.S. Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the U.S. Parent Borrower, or are not materially less favorable to the U.S. Parent Borrower or any the relevant Restricted Subsidiary;Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the U.S. Parent Borrower, (hvi) to any transaction in the extent permitted ordinary course of business, or approved by Section 7.08a majority of the Board of Directors, between the U.S. Parent Borrower or any Restricted Subsidiary from making and any loanAffiliate of the U.S. Parent Borrower controlled by the U.S. Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, guarantee delivery and performance of any Tax Sharing Agreement, any Management Agreements, and (2) payments to the Sponsors or any of their respective Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other accommodation investment banking activities (if any), as may be approved by a majority of the Disinterested Directors, (y) in accordance connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Borrower’s policies Transactions, including the fees and practices concerning employee relocation in out-of-pocket expenses of the ordinary course of its business;Sponsors and their Affiliates, (iix) any Restricted Payments permitted by Section 7.07; issuance or sale of Capital Stock (other than Disqualified Stock) of the U.S. Parent Borrower or Junior Capital or any capital contribution to the U.S. Parent Borrower, and (jx) transactions not constituting Investments any investment by any Investor in securities of the U.S. Parent Borrower or any of its Restricted Payments Subsidiaries (and involving payments, transfers payment of property out-of-pocket expenses incurred by any Investor in connection therewith) so long as such securities are being offered generally to other investors (other than Investors) on the same or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000more favorable terms.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $35,000,000 unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $70,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity, which determination shall be conclusive) or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than the Tax Sharing Agreement and any Transaction Agreements referred to in Subsection 8.5(b)(vii)), or any amendment, supplement, waiver or other modification thereto (so long as such amendment, supplement, waiver or other modification is not disadvantageous in any material respect in the good faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any obligations under the Tax Sharing Agreement and any Transaction Agreement, and (2) payments of principalto CD&R, interest and premium on Golden Gate, Kenner or any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable their respective Affiliates (x) for any consulting services pursuant to the Borrower CD&R Expense Reimbursement Agreement, the GGC Expense Reimbursement Agreement or such Restricted Subsidiary as the terms which could have been obtained at the time may be approved by a majority of the creation Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness from a lender which was not an Affiliate;services or activities, (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gviii) the Borrower or any Restricted Subsidiary from maintainingTransactions, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R, Golden Gate, Kenner and their respective Affiliates, (ix) any arrangement to terminate any issuance or sale of the foregoing, if such plan, contract, or arrangement Capital Stock (iother than Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Junior Capital or any capital contribution to the Borrower, (x) (i) any investment by any CD&R Investor, GGC Investor or a duly constituted committee of such board), (ii) is immaterial Kenner Investor in amount, securities or (iii) is maintained, entered into or adopted in the ordinary course of business loans of the Borrower or any of its Restricted Subsidiary; Subsidiaries (hand payment of out-of-pocket expenses incurred by any CD&R, GGC Investor or Kenner Investor in connection therewith) so long as such investments are being offered generally to investors (other than CD&R Investors, GGC Investors and Kenner Investors) on the extent permitted by Section 7.08same or more favorable terms and (ii) payments to any CD&R Investor, GGC Investor or Kenner Investor in respect of securities or loans of the Borrower or any of its Restricted Subsidiary Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from making any loanPersons other than the Borrower and its Restricted Subsidiaries, guarantee or other accommodation in each case, in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course terms of its business; (i) any Restricted Payments permitted by Section 7.07; such securities or loans, and (jxi) transactions not constituting Investments the pledge of Capital Stock, Indebtedness or Restricted Payments and involving payments, transfers other securities of property any Unrestricted Subsidiary or joint venture to lenders to support the Indebtedness or other obligations with a fair value not of such Unrestricted Subsidiary or joint venture, respectively, owed to exceed, for all such transactions after the Closing Date, $5,000,000lenders.

Limitations on Transactions with Affiliates. The Borrower shall Holdings will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of Holdings (each of the foregoing, an “Affiliate Transaction”) in any one or series of related transactions involving aggregate payments or consideration in excess of US$15.0 million, unless (a) such Affiliate Transaction is on terms that are not materially less favorable to Holdings or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by Holdings or such Restricted Subsidiary with an unrelated Person (or, in the event that there are no comparable transactions involving Persons who are not Affiliates of Holdings or the relevant Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, Holdings has determined to be fair to Holdings or the relevant Restricted Subsidiary), and (b) Holdings or the Issuer delivers to the Trustee (x) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$35.0 million, a resolution adopted by the majority of the Board of Directors of Holdings (and a majority of the Independent Directors) approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and (y) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of US$75.0 million, a written opinion of a Nationally Recognized Independent Financial Advisor stating that such Affiliate Transaction meets the requirements of clause (a). The foregoing provisions will not apply to the following: (1) transactions between or among Holdings or any of the Restricted Subsidiaries; provided that in the case of non-Wholly-Owned Restricted Subsidiaries, no Affiliate of Holdings (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in such Restricted Subsidiary; (2) (x) Restricted Payments permitted by Section 1010 and (y) Permitted Investments; (3) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance agreements entered into with, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary; (4) transactions in which Holdings, the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from a Nationally Recognized Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph; (5) other than in respect of the Consulting Services Agreement (which is addressed in clause (12) below), any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such agreement, together with all amendments thereto, taken as a whole, is not more disadvantageous as determined by the Issuer to the Holders in any material respect than the agreement in effect as of the Issue Date) or any transactions contemplated thereby; (6) the existence of, or the performance by Holdings or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that the terms of any such agreement, together with all amendments thereto, taken as a whole, or new agreement are not more disadvantageous as determined by the Issuer to the Holders or Holdings and its Restricted Subsidiaries in any material respect than the agreement in effect as of the Issue Date; (7) any payments of tax distributions in accordance with Section 3.7 of the Ancillary Agreement that do not exceed US$2.0 million per calendar year; (8) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because Holdings or a Restricted Subsidiary owns an equity interest in connection with or otherwise controls such joint venture or similar entity; provided that no Affiliate of Holdings or any of its Subsidiaries other than Holdings or a Restricted Subsidiary shall have a beneficial interest in such joint enterprise venture or similar entity; (9) the issuance of Equity Interests (other joint arrangement withthan Disqualified Stock) of Holdings to any Person; (10) payments or loans (or cancellation of loans) to employees or consultants of Holdings, any Affiliateof its direct or indirect parent companies or any Restricted Subsidiary which are approved by a majority of the Board of Directors of Holdings in good faith; (11) purchases of satellites from SSL; provided that the foregoing shall Issuer or Holdings delivers to the Trustee a letter from or a resolution adopted by its Board of Directors stating that the Board of Directors has determined in good faith that such purchase (A) is on terms that are not prohibit:(when taken as a whole) materially less favorable to Holdings or such Restricted Subsidiary, as applicable, than could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate and (B) has been approved by a majority of the directors (including a majority of the Independent Directors) of Holdings; (a) the Borrower annual fee of US$5.0 million to be paid to Loral pursuant to the Consulting Services Agreement as in effect on the Issue Date, which fee may be payable in the form of cash or Mezzanine Securities (provided that no cash interest may be payable unless Holdings’ Senior Secured Leverage Ratio is not greater than 5.25:1.00; provided that, if the Senior Credit Facilities are refinanced, refunded, extended, renewed or replaced such that such payments in connection with the Consulting Services Agreement are subject to a less restrictive financial maintenance covenant, then such payments hereunder shall be automatically deemed to be subject to such less restrictive covenant), (b) reimbursements for payments to non-affiliated third parties made by any Permitted Holders on behalf of Holdings and/or its Restricted Subsidiary from performing its obligations Subsidiaries pursuant to the Consulting Services Agreement not to exceed US$1.0 million in the aggregate in any calendar year, and (c) payment for services rendered under the Existing Affiliate AgreementsConsulting Services Agreement as in effect on the Issue Date not to exceed US$4.0 million per calendar year to the extent such payments are approved by the Independent Directors in accordance with the provisions of the Consulting Services Agreement as in effect on the Issue Date; (b13) any payments due and payable under the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08terms of the PSP Note; (c14) pledges of Equity Interests of Unrestricted Subsidiaries; (15) transactions permitted by, and complying with, the Borrower provisions of Article Eight; (16) any contribution of capital to the Issuer or any Restricted Subsidiary from making sales Holdings; and (17) (a) transactions with customers, clients, suppliers or leases purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or purchases sale of goods or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliate; unaffiliated party or (fb) to the extent permitted by Section 7.08, the Borrower transactions with joint ventures or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates Unrestricted Subsidiaries entered into in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. The Borrower shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, pay enter into any funds to transaction after the date of this Agreement (including, without limitation, the sale, purchase or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose lease of any assetsassets or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower except for transactions (including, tangible subject to subsection 7.4, any loans or intangible, advances by or to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement withguarantee on behalf of, any Affiliate or holder) made in good faith the terms of which are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Borrower or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not such a holder or Affiliate; provided that the foregoing fairness, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not prohibit: apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower or any Restricted a Subsidiary from performing its obligations under of the Existing Affiliate Agreements; Borrower (including directors who are employees), (b) any transaction between the Borrower and any of its Subsidiaries the terms of which are not unfair or any Restricted Subsidiary from making any Investment permitted by Section 7.08; unreasonable to the Borrower, (c) the Borrower or any Permitted Payment, and any Restricted Subsidiary from making sales Payment not otherwise prohibited by subsection 7.4 or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) equipment and real property lease transactions between or among any with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments this Agreement, indebtedness of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by outstanding on the board date of directors of this Agreement, the Consulting Agreement between the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of and Robe▇▇ ▇. ▇▇▇▇▇ ▇▇▇ Stock Transfer Agreements between the Borrower or any Restricted Subsidiary; (h) to and each of Robe▇▇ ▇. ▇▇▇▇▇, ▇▇vi▇ ▇. ▇▇▇▇▇ ▇▇▇ Jame▇ ▇. ▇▇▇▇▇, ▇▇ each case as in effect on the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course date of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000this Agreement.

Limitations on Transactions with Affiliates. The Borrower shall not, Company and shall not permit any Guarantor or Restricted Subsidiary to, will not directly or indirectly, pay indirectly enter into or permit to exist any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any material transaction in connection with any joint enterprise Affiliate of the Company or other joint arrangement withany Guarantor or Restricted Subsidiary, any Affiliate; provided that the foregoing shall not prohibit: except for (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases transactions that are made or such services are rendered in the ordinary course of business and on business, upon commercially reasonable terms and conditions at least as that are no less favorable to the Borrower Company or such applicable Guarantor or Restricted Subsidiary as than would be obtained at the terms and conditions which would apply time in a similar comparable, arm’s length transaction with a Person not an Affiliate; non-affiliated Person, (db) transactions between or among the Company and/or any Guarantor and/or Restricted Subsidiary and that are not otherwise prohibited by this Agreement, (c) licenses and sublicenses in the ordinary course of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; business, (ed) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) Payment to the extent permitted by Section 7.084.16, (e) reasonable and customary director, officer and employee compensation, including bonuses, and other benefits, including retirement, health, stock option, other equity and other benefit plans and indemnification arrangements and any issuance of securities, or other payments, awards or grants in cash, securities or otherwise in connection therewith, and (f) the Borrower existence of, and the performance of obligations of the Company or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than Subsidiaries under the basis on terms of any agreement to which such Affiliate participates; (g) the Borrower Company or any Restricted Subsidiary of its Subsidiaries is a party as of or on the Issue Date and disclosed on Schedule II hereto, as these agreements may be amended, modified, supplemented, extended or renewed from maintainingtime to time; provided, entering however, that any future amendment, modification, supplement, extension or renewal entered into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith after the Issue Date shall be permitted solely to the extent permitted by Section 7.08), or that its terms are not more disadvantageous in any arrangement material respect to terminate any the Holders of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by Notes than the shareholders terms of the Borrower agreements in accordance with such voting requirements as may be applicable or (y) at any time by effect on the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Issue Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly enter into or indirectlymake or amend any transaction, pay any funds to contract, agreement, understanding, loan, advance or guarantee with, or for the account benefit of, make any Investment inAffiliate of Company (each, leasean “Affiliate Transaction”), sell, transfer unless: (1) the Affiliate Transaction is on terms that are no less favorable to the Company or otherwise dispose of any assets, tangible the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or intangible, to, or participate in, or effect any transaction in connection such Restricted Subsidiary with any joint enterprise or other joint arrangement with, any Affiliatean unrelated Person; provided that and (2) the foregoing shall not prohibitCompany delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Borrower or any Restricted Subsidiary from performing its obligations under Board of Directors of the Existing Company set forth in an Officers’ Certificate certifying that such Affiliate Agreements;Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the Borrower fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to Section 4.14(a): (1) reasonable director, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements entered into by the Company or any of its Restricted Subsidiary from making any Investment permitted by Section 7.08Subsidiaries in the ordinary course of business; (c2) transactions between or among the Borrower Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) to the extent that the Company or one or more of its Restricted Subsidiaries are members of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Company is the common parent, payment of dividends or other distributions by the Company or one or more of its Restricted Subsidiaries to the extent necessary to pay, and that are used to pay, any income taxes of such tax group that are attributable to the Company and/or its Restricted Subsidiaries and are not payable directly by the Company and/or its Restricted Subsidiaries; provided that the amount of any such dividends or distributions (plus any such taxes payable directly by the Company and/or its Restricted Subsidiaries) shall not exceed the amount of such taxes that would have been payable directly by the Company and/or its Restricted Subsidiaries had the Company been the common parent of a separate tax group that included only the Company and its Restricted Subsidiaries; (5) any issuance of Qualified Equity Interests and the granting or performance of registration rights in respect of any Qualified Equity Interests, which rights have been approved by the Board of Directors of the Company; (6) Restricted Payments that do not violate Section 4.11; (7) loans or advances to employees of the Company or any of its Restricted Subsidiary from making sales or leases Subsidiaries in the ordinary course of business in an aggregate amount not to exceed $5.0 million at any time outstanding; (8) payments by the Company to or purchases on behalf of any direct or leases from any Affiliate andindirect parent of the Company in an amount sufficient to pay out-of-pocket legal, in connection therewith, extending credit or making payments, or from making payments for services rendered accounting and filing and other general corporate overhead costs actually incurred by any Affiliate, if such sales, leases direct or purchases are made or such services are rendered indirect parent of the Company in the ordinary course of business and on terms and conditions at least as favorable to approved by the Borrower or such Restricted Subsidiary as Board of Directors of the terms and conditions which would apply in a similar transaction with a Person not an AffiliateCompany; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e9) the Borrower agreements described in the Offering Circular under the caption “Certain Relationships and Related Party Transactions,” as in effect on the date of this Indenture or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if as amended thereafter (so long as the terms of such Indebtedness are substantially as favorable amended agreement is not more disadvantageous to the Borrower or Holders in any material respect than such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of agreement immediately prior to such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08amendment), or any arrangement transaction contemplated thereby (other than payment of management fees referred to terminate in clause (10) below)); (10) so long as no Event of Default exists and so long as any agreements governing such management fees provide that upon an acceleration of maturity of the foregoing, if Notes there shall be no payment of such plan, contract, or arrangement (i) has been or is approved either (x) at any time by management fees until the shareholders of the Borrower Notes are paid in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower full or such Restricted Subsidiary acceleration is rescinded and annulled, the payment of management fees paid pursuant to the agreement described in the Offering Circular under the caption “Certain Relationships and Related Party Transactions Management Agreement,” as in effect on the date hereof; and (or a duly constituted committee 11) the provision of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted services in the ordinary course of business at rates comparable to those offered to third party customers to an Affiliate which would constitute an Affiliate Transaction solely as a result of the Borrower Company or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments Subsidiaries being in or Restricted Payments and involving payments, transfers of property or other obligations under common control with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Affiliate.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of the greater than $16,000,00028,000,000 and 1.00% of Consolidated Total Assets unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or other joint arrangement withsuch Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of the greater of $40,000,00072,000,000 and 2.40% of Consolidated Total Assets, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate; Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided that the foregoing shall not prohibit: (a) the Borrower by a nationally recognized appraisal or any Restricted Subsidiary from performing its obligations under the Existing investment banking firm with respect to such Affiliate Agreements;Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the Borrower entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales Parent Entity heretofore or leases to hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or purchases other similar plans, programs or leases from any Affiliate andarrangements, in connection therewith, extending credit or making (2) payments, compensation, performance of indemnification or from contribution obligations, the making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered cancellation of loans in the ordinary course of business and on terms and conditions at least to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as favorable to determined in good faith by the Borrower Representative, such Subsidiary or such Restricted Subsidiary as Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;definition of such term), (diii) transactions any transaction between or among any of the Credit Parties and the Parent Borrower, one or more Restricted Subsidiaries not involving any other Affiliate;Subsidiaries, or one or more Special Purpose Entities, (eiv) any transaction arising out of agreements or instruments in existence on the Borrower or Closing Date and set forth on Schedule 8.5 (other than any Restricted Subsidiary from making Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate;made pursuant thereto, (fv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower Representative, or any are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary;Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Parent Borrower, (hvi) to any transaction in the extent permitted ordinary course of business, or approved by Section 7.08a majority of the Board of Directors, between the Parent Borrower or any Restricted Subsidiary from making and any loanAffiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity, (vii) the execution, guarantee delivery and performance of any Transaction Agreement, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or other accommodation payable in accordance connection with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; Transactions, and (jix) transactions not constituting Investments any issuance or Restricted Payments and involving payments, transfers sale of property Capital Stock (other than Disqualified Stock) of the Parent Borrower or other obligations with a fair value not Junior Capital or any capital contribution to exceed, for all such transactions after the Closing Date, $5,000,000Parent Borrower.

Limitations on Transactions with Affiliates. (a) The Borrower Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless: (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; and (2) the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $15.0 million, a resolution adopted by the majority of the Board of Directors of the Issuer approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above. (b) The foregoing provisions shall not apply to the following: (1) (i) transactions between or among the Issuer or any of its Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction and (ii) any merger or consolidation of the Issuer or any direct or indirect parent of the Issuer; provided, however, that such parent company shall have no material liabilities and no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer and such merger or consolidation is otherwise in compliance with the terms of this Indenture and effected for a bona fide business purpose; (2) Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”; (3) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, former, current or future officers, directors, managers, employees or consultants of the Issuer, any direct or indirect parent company of the Issuer or any of its Restricted Subsidiaries; (4) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis; (5) transactions pursuant to agreements or arrangements in effect any transaction on the Issue Date or on substantially the terms described in the Offering Circular, the Effective Date or pursuant to the Merger Agreement (including the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions) or any joint enterprise amendment, modification or other joint arrangement withsupplement thereto or replacement thereof, any Affiliate; provided that as long as such agreements or arrangements, taken as a whole, as so amended, modified, supplemented or replaced are not materially more disadvantageous to the foregoing shall not prohibit:Issuer and its Restricted Subsidiaries, taken as a whole, than the agreements or arrangements in existence on the Issue Date or pursuant to the Merger Agreement; (a6) the Borrower existence of, or the performance by the Issuer or any of its Restricted Subsidiary from performing Subsidiaries of its obligations under the Existing Affiliate Agreementsterms of, any stockholders agreement or the equivalent (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date or the Effective Date (on substantially the terms described in the Offering Circular) and any similar agreement which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of obligations under any future amendments to any such existing agreements or under any similar agreements entered into after the Issue Date or the Effective Date, as applicable, shall only be permitted by this clause (6) to the extent that the terms of any such amendments or new agreements are not otherwise disadvantageous to the Holders in any material respect when taken as a whole; (b7) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered transaction in the ordinary course of business and otherwise in compliance with the terms of this Indenture that is fair to the Issuer and its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or is on terms and conditions at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (8) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer and the granting and performance of customary registration rights; (9) sales of accounts receivable, or participations therein or other transactions, in connection with any Receivables Facility; (10) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) to employees, directors, managers or consultants of the Borrower Issuer, any direct or indirect parent company of the Issuer or any of its Restricted Subsidiaries and employment agreements, stock option plans and other similar arrangements with such Restricted Subsidiary as employees, directors, manager or consultants which, in each case, are approved by the terms Issuer in good faith; (11) payments to any future, current or former employee, director, manager, officer, manager or consultant (or their respective Controlled Investment Affiliates or Immediate Family Members) of the Issuer, any of its Subsidiaries or any direct or indirect parent company of the Issuer pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement; and conditions which would apply any employment and severance arrangements, stock option plans and other compensatory arrangements (and any successor plans thereto) and any supplemental executive retirement benefit plans or arrangements with any such employees, directors, officers, managers or consultants that are, in a similar each case, approved by the Issuer in good faith; (12) any transaction with a Person not (other than an AffiliateUnrestricted Subsidiary) which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an Equity Interest in or otherwise controls such Person; (d13) transactions any lease entered into between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower Issuer or any Restricted Subsidiary from making payments of principalSubsidiary, interest as lessee, and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08Issuer, the Borrower or any Restricted Subsidiary from participating inas lessor, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participatesbusiness; (g14) intellectual property licenses in the Borrower ordinary course of business; (15) transactions between the Issuer or any of its Restricted Subsidiary from maintaining, entering into or adopting Subsidiaries and any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions Person that would constitute an Affiliate Transaction solely because a director of credit in connection therewith to such Person is also a director of the extent permitted by Section 7.08), Issuer or any arrangement to terminate any other direct or indirect parent of the foregoingIssuer; provided, if however, that such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders director abstains from voting as a director of the Borrower in accordance with Issuer or such voting requirements as may be applicable direct or (y) at any time by the board of directors indirect parent of the Borrower Issuer, as the case may be, on any matter involving such other Person; (16) pledges of Equity Interests of Unrestricted Subsidiaries; (17) payments to or such Restricted from, and transactions with, any joint venture or Unrestricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or consistent with past practice or industry norms (including any Restricted Subsidiarycash management activities related thereto); (h18) payments by the Issuer and its Subsidiaries pursuant to tax sharing agreements among the Issuer and its Subsidiaries; provided, however, that in each case the amount of such payments in any taxable year does not exceed the amount that the Issuer, its Restricted Subsidiaries and its Unrestricted Subsidiaries (to the extent permitted by Section 7.08of amount received from Unrestricted Subsidiaries) would be required to pay in respect of foreign, federal, state and local taxes for such taxable year were the Borrower or any Issuer, its Restricted Subsidiary Subsidiaries and its Unrestricted Subsidiaries (to the extent described above) were required to pay such taxes separately from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07each other; and (j19) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and its Restricted Subsidiaries and not constituting Investments or Restricted Payments and involving payments, transfers for the purpose of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000circumventing any covenant set forth in this Indenture.

Limitations on Transactions with Affiliates. (1) The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (each an "Affiliate Transaction"), leaseother than Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. (2) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $2 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, sellas the case may be, transfer such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or otherwise dispose any Restricted Subsidiary of any assetsthe Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $12.5 million, tangible the Company or intangiblesuch Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (3) The restrictions set forth in Section 4.11(1) and 4.11(2) shall not apply to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement withand the term "Affiliate Transaction" shall not include, any Affiliate; provided that of the foregoing shall not prohibit:following (each of the following being a "Permitted Affiliate Transaction"): (a) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors, employees or consultants of the Borrower Company or any Restricted Subsidiary from performing its obligations under of the Existing Affiliate AgreementsCompany as determined in good faith by the Company's Board of Directors or senior management; (b) transactions to the Borrower extent exclusively between or among the Company and any of its Restricted Subsidiary from making any Investment permitted Subsidiaries or to the extent exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by Section 7.08this Indenture; (c) arrangements under the Borrower Company's transfer pricing guidelines, the Intercorporate Services Agreement, dated as of January 1, 2005, among Kronos Worldwide, Inc., Kronos (US), Inc., the Company and Kronos Canada, Inc., the Services Agreement, dated as of January 1, 2004, among the Company, Kronos Europe S.A./N.V., Kronos (US), Inc., Kronos Titan GmbH, Kronos Denmark ApS, Kronos Canada, Inc., Kronos Limited, Societe Industrielle Du Titane, S.A., Kronos B.V., Kronos Titan AS and Titania AS, the Tax Agreement, dated as of May 28, 2002, by and between Kronos, Inc. (now known as Kronos Worldwide, Inc.) and the Company, the Agency Agreement, dated as of January 1, 2004, among the Company, Kronos Titan GmbH, Kronos Europe S.A./N.V., Kronos Canada, Inc., Kronos Titan AS and Societe Industrielle Du Titane, S.A., the Titanium Dioxide Products and Titanium Chemicals Distribution Agreement, dated as of January 1, 2005, among Kronos Titan GmbH, Kronos Europe, S.A./N.V., Kronos Canada, Inc., = Kronos Titan AS, Kronos (US), Inc., Kronos Denmark ApS, Kronos Titan GmbH, Kronos Limited, Societe Industrielle Du Titane, S.A. and Kronos B.V., the Raw Material Purchase and Sale Agreement, dated as of January 1, 2004, among Kronos (US), Inc., Kronos Titan GmbH, Kronos Europe S.A./N.V. and Kronos Canada, Inc., the Assignment and Assumption Agreement, dated as of January 1, 1999, by and between Kronos (US), Inc. and the Company, the Amended and Restated Technology Transfer and License Agreement, dated as of May 30, ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇), Inc. (now known as Kronos Worldwide, Inc.) and Kronos Titan-GmbH, the Amended and Restated Technology, Patent and Trademark License Agreement, dated as of May 30, 1990, by and between Kronos (USA), Inc. (now known as Kronos Worldwide, Inc.) and Kronos Europe S.A./N.V., the Amended and Restated Technology, Patent and Trademark License Agreement, dated as of May 30, 1990, by and between Kronos (USA), Inc. (now known as Kronos Worldwide, Inc.) and Kronos Canada, Inc., the Cross License Agreement, effective January 1, 1999, between Kronos Inc. (now known as Kronos Worldwide, Inc.) and the Company and the Trademark Use Agreement, dated as of May 30, 1990, between Kronos, Inc. (now known as Kronos (US), Inc.), Kronos (USA), Inc. (now known as Kronos Worldwide, Inc.), Kronos Titan-GmbH and = Kronos Titan A/S and amended effective as of October 16, 1993 and January 1, 1999, in each case as in effect as of the Issue Date or any Restricted Subsidiary from making amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date or is required by law or regulatory authority or the Transfer Pricing Guidelines issued by the Organization for Economic Cooperation and Development; (d) purchases and sales or leases to or purchases or leases from any Affiliate andof product and raw materials, in connection therewith, extending credit or making insurance arrangements and payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered all of the foregoing in the ordinary course of business and on terms and conditions at least consistent with past practice or as favorable may be necessary to accommodate legal, regulatory or other changes in the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any business of the Credit Parties Company and the its Restricted Subsidiaries not involving any other Affiliate;Subsidiaries; and (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Payments (or a duly constituted committee of such boardPermitted Investments set forth in clauses (4), (ii7) is immaterial in amount, or and (iii12) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (hdefinition thereof contained in Section 1.1) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000this Indenture.

Limitations on Transactions with Affiliates. The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any AffiliateAffiliate involving aggregate consideration in excess of $60,000 (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; provided that and (2) the foregoing shall not prohibitIssuer delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value in excess of $10.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and either (i) if there are one or more members of the Borrower Board of Directors of the Issuer who qualify as Independent Directors, a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Board of Directors of the Issuer and a majority of the Independent Directors of the Issuer approving such Affiliate Transaction or any Restricted Subsidiary from performing its obligations under (ii) a written opinion or appraisal of the Existing Affiliate Agreements;types described in clause (b) below; and (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases with respect to or purchases or leases from any Affiliate andTransaction involving aggregate value of $25.0 million or more, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered the certificates described in the ordinary course of business preceding clause (a) and on terms and conditions at least (x) a written opinion as favorable to the Borrower fairness of such Affiliate Transaction to the Issuer or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course financial point of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable view or (y) at any time a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the board Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries or entities that become Restricted Subsidiaries as a result of directors such transaction; provided, in each case, that no Affiliate of the Borrower or Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h2) to the extent reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans), including compensation and benefits consistent with past practice, and indemnification arrangements; (3) loans and advances permitted by Section 7.08, clause (3) of the Borrower definition of “Permitted Investments”; (4) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (5) any transaction with a Person that would otherwise constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary from making owns an Equity Interest in or otherwise controls such Person; provided, however, that no Affiliate of the Issuer or any loanof its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such Person; (6) Restricted Payments of the type described in clause (1), guarantee (2) or other accommodation (4) of the definition of “Restricted Payment” and which are made in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business;Section 4.08; or (i7) any Restricted Payments permitted issuances or sales of Qualified Equity Interests by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not the Issuer to exceed, for all such transactions after the Closing Date, $5,000,000an Affiliate.

Limitations on Transactions with Affiliates. The Borrower shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into, amend or permit or suffer to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) with, or for the account benefit of, make any Investment inof their respective Affiliates (each an "Affiliate Transaction"), lease, sell, transfer other than (x) Affiliate Transactions permitted under the third paragraph of this Section 4.11 and (y) Affiliate Transactions that are on terms that are fair and reasonable to the Company or otherwise dispose the applicable Restricted Subsidiary and are no less favorable to the Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of any assets, tangible the Company or intangible, to, such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or participate in, or effect any transaction in connection with any joint enterprise part of a common plan) involving aggregate payments or other joint arrangement withproperty with a fair market value in excess of $5.0 million shall be approved by the Board of Directors of the Company, any Affiliate; provided such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing shall not prohibit: (a) provisions. If the Borrower Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $15.0 million, the Company shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from performing its obligations under a financial point of view, from an Independent Advisor and file the Existing Affiliate Agreements;same with the Trustee. The requirements set forth in the first and second paragraphs of this Section 4.11 shall not apply to: (b1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Borrower Company or any Restricted Subsidiary from making any Investment permitted as determined in good faith by Section 7.08the Board of Directors or senior management of the Company or such Restricted Subsidiary, as the case may be; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d2) transactions exclusively between or among any of the Credit Parties Company and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower Restricted Subsidiaries or exclusively between or among such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of Subsidiaries; provided, however, that such Indebtedness from a lender which was transactions are not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07otherwise prohibited hereunder; and (j3) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000permitted hereunder.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay en- ter into or permit to exist any funds to transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the account benefit of, make any Investment inof its Affiliates (each an "Affiliate Transaction"), lease, sell, transfer other than (x) Affiliate --------------------- Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or otherwise dispose such Restricted Subsidiary. All Affiliate Transactions (and each series of any assets, tangible related Affiliate Transactions which are similar or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise part of a common plan) involving aggregate payments or other joint arrangement withproperty with a fair market value in excess of $3.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, any Affiliate; provided as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing shall not prohibit: (a) provisions. If the Borrower Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from performing its obligations under a financial point of view, from an Independent Financial Advisor and file the Existing Affiliate Agreements;same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees, consultants or investment bankers of the Borrower Company or any Restricted Subsidiary from making any Investment permitted of the Company as determined in good faith by Section 7.08; the Company's Board of Directors or senior management; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (dii) transactions exclusively between or among any of the Credit Parties Company and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Wholly Owned Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating inSubsidiaries, or effecting any transaction in connection withexclusively between or among such Wholly Owned Restricted Subsidiaries, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all provided such transactions after the Closing Date, $5,000,000.are not otherwise prohibited by this -------- Indenture;

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $10,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or other joint arrangement withsuch Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $25,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate; Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided that the foregoing shall not prohibit: (a) the Borrower by a nationally recognized appraisal or any Restricted Subsidiary from performing its obligations under the Existing investment banking firm with respect to such Affiliate Agreements;Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the Borrower entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales Parent Entity heretofore or leases to hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or purchases other similar plans, programs or leases from any Affiliate andarrangements, in connection therewith, extending credit or making (2) payments, compensation, performance of indemnification or from contribution obligations, the making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered cancellation of loans in the ordinary course of business and on terms and conditions at least to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as favorable to determined in good faith by the Borrower Representative, such Subsidiary or such Restricted Subsidiary as Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the terms and conditions which would apply in a similar transaction with a Person not an Affiliate;definition of such term), (diii) transactions any transaction between or among any of the Credit Parties and the Parent Borrower, one or more Restricted Subsidiaries not involving any other Affiliate;Subsidiaries, or one or more Special Purpose Entities, (eiv) any transaction arising out of agreements or instruments in existence on the Borrower or Closing Date and set forth on Schedule 8.5 (other than any Restricted Subsidiary from making Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate;made pursuant thereto, (fv) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business on terms that are fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower Representative, or any are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary;Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Parent Borrower, (hvi) to any transaction in the extent permitted ordinary course of business, or approved by Section 7.08a majority of the Board of Directors, between the Parent Borrower or any Restricted Subsidiary from making and any loanAffiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, guarantee delivery and performance of any Tax Sharing Agreement and any Transaction Agreement, and (2) payments to CD&R, Deere or any of their respective Affiliates (x) for any management, consulting or advisory services, or in respect of financing, underwriting or placement services or in respect of other investment banking activities (if any), pursuant to the CD&R Consulting Agreement or the Deere Consulting Agreement, as applicable (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates and Deere and its Affiliates, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Parent Borrower or Junior Capital or any capital contribution to the Parent Borrower, (x) any investment by any CD&R Investor or any member of the Deere Group in securities of the Parent Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor or any member of the Deere Group in connection therewith) so long as such securities are being offered generally to other investors (other than CD&R Investors and members of the Deere Group) on the same or more favorable terms, and (xi) the maintenance or performance of the Deere Revolving Plan or any amendment, waiver, supplement or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; modification thereto that is (i) any Restricted Payments permitted made unilaterally by Section 7.07; and Deere Financial in respect thereof or (jii) transactions is not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not materially adverse to exceed, for all such transactions after the Closing Date, $5,000,000Lenders.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $10,000,000 unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $25,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5, and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making payments and any Affiliate of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower controlled by the Borrower that is a joint venture or such Restricted Subsidiary as the terms which could have been obtained at the time similar entity, (vii) payments to any Sponsor or any member of the creation Sponsor Group (x) for any management, consulting or advisory services, or in respect of financing, underwriting or placement services or in respect of other investment banking activities (if any), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness from a lender which was not an Affiliate;services or activities, (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gviii) the Borrower or any Restricted Subsidiary from maintainingTransactions, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), and all fees and expenses paid or any arrangement to terminate any payable in connection with the Transactions, including the fees and out-of-pocket expenses of the foregoing, if such plan, contract, Sponsors and their respective Affiliates, (ix) any issuance or arrangement sale of Capital Stock (iother than Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Junior Capital or any capital contribution to the Borrower, (or a duly constituted committee x) any investment by any member of such board), (ii) is immaterial the Sponsor Group in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business securities of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Restricted Subsidiaries (iand payment of out-of-pocket expenses incurred by any member of the Sponsor Group in connection therewith) any Restricted Payments permitted by Section 7.07; so long as such securities are being offered generally to other investors (other than members of the Sponsor Group) on the same or more favorable terms, and (jxi) intercompany transactions undertaken in good faith (as determined by a Responsible Officer of the Borrower in good faith) for the purpose of improving the consolidated tax efficiency of Holdings and its Subsidiaries and not constituting Investments or Restricted Payments and involving payments, transfers for the purpose of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000circumventing any covenant set forth herein.

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate of Holdings (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10,000,000, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the foregoing shall not prohibit:Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above. (a) The limitations set forth in paragraph (a) of this Section 6.05 shall not apply to: (i) transactions between or among Holdings, the Borrower or any of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and the definition of “Permitted Investments”; (iii) [Intentionally Omitted]; (iv) the payment of reasonable and customary fees and other compensation paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (v) payments by the Borrower or any Restricted Subsidiary to the Sponsor for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Borrower in good faith; (vi) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agent a letter from performing an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to officers, managers, directors, consultants and employees of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory or benefit arrangements with such officers, managers, directors, consultants and employees that are, in each case, approved by the Borrower in good faith; (viii) any agreement, instrument or arrangement as in effect as of the Original Closing Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders when taken as a whole in any material respect as compared to the applicable agreement as in effect on the Original Closing Date as determined in good faith by the Borrower); (ix) the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement or its equivalent (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Original Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Original Closing Date shall only be permitted by Section 7.08this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders when taken as a whole in any material respect than the terms of the original agreement in effect on the Original Closing Date as determined in good faith by the Borrower; (cx) the Borrower Transactions and the payment of all premiums, fees and expenses related to the Transactions as disclosed in the offering circular relating to the Senior Notes; (xi) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the good faith determination of the Board of Directors or the senior management of the Borrower, or are on terms and conditions at least as favorable to the Borrower or as might reasonably have been obtained at such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not time from an Affiliateunaffiliated party; (dxii) transactions between the issuance or among any transfer of Equity Interests (other than Disqualified Stock) of the Credit Parties and Borrower to any Permitted Holder or to any director, manager, officer, employee or consultant of the Restricted Subsidiaries not involving Borrower, its subsidiaries or any other Affiliatedirect or indirect parent company thereof (or their estates, spouses or former spouses); (exiii) sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility; (xiv) investments by the Sponsor in securities of the Borrower or any of its Restricted Subsidiary from making payments Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5% of principal, interest and premium on the proposed or outstanding issue amount of such class of securities; (xv) any transaction pursuant to which Parent or any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to Affiliates provides the Borrower or such and/or its Restricted Subsidiary as the terms which could have been obtained Subsidiaries, at their request and at the time of the creation of cost to Parent, with services, including services to be purchased from third-party providers, such Indebtedness from a lender which was not an Affiliateas legal and accounting, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (fxvi) to the extent permitted issuance of Qualified Affiliate Debt and the transactions in connection therewith; (xvii) any transaction contemplated by Section 7.086.04(b)(x), (xvi) or (xvii); (xviii) any transaction with an Affiliate in which the consideration paid by Holdings, the Borrower or any Restricted Subsidiary from participating inconsists only of Equity Interests of Holdings; (xix) any merger, consolidation or effecting reorganization of Holdings with an Affiliate of Holdings solely for the purpose of (a) reorganizing to facilitate an initial public offering of securities of Holdings or a direct or indirect parent of Holdings, (b) forming or collapsing a holding company structure or (c) reincorporating Holdings in a new jurisdiction; (xx) any transaction merger, consolidation or reorganization of the Borrower with an Affiliate of the Borrower solely for the purpose of reincorporating the Borrower in connection a new jurisdiction; (xxi) payments to or from, and transactions with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates venture in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (jxxii) transactions not constituting Investments pursuant to any registration rights agreements with the stockholders of Holdings or Restricted Payments and involving payments, transfers any direct or indirect parent of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Holdings on customary terms.

Limitations on Transactions with Affiliates. The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (ai) the Borrower Issuer or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (bii) the Borrower Issuer or any Restricted Subsidiary from making any Investment in Minority-Owned Affiliates permitted by Section 7.08; (ciii) the Borrower Issuer or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower Issuer or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (div) transactions the Issuer or any Restricted Subsidiary from making payments to Vencor in amounts as shall be necessary to permit Vencor to pay costs and expenses incurred by it in the ordinary course in connection with maintaining its status as a public company (including, without limitation, transfer agent fees, registration fees, stock exchange fees, costs for shareholder communications and other similar costs and expenses) or on account of intercompany allocation matters; provided that (w) Vencor shall have received an invoice requiring payment of such cost or expense and shall have forwarded a copy thereof to the Issuer, (x) Vencor shall pay such cost or expense within 15 days of receipt of amounts from the Issuer or any Restricted Subsidiary pursuant to this clause, (y) in the case of any payment on account of intercompany allocation matters, such payment is allocated between or among any the Issuer and its Restricted Subsidiaries and the other Vencor Companies on a basis that reflects the actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use and (z) the aggregate amount of payments made pursuant to this clause (iv) during each of the Credit Parties and periods referred to below shall not exceed the Restricted Subsidiaries not involving any other Affiliate;amount set forth opposite such period: ----------------------------------------------------------------------- Period Amount ----------------------------------------------------------------------- Closing Date to but excluding $ 2,000,000 first anniversary thereof: ----------------------------------------------------------------------- Each 12-month period thereafter: $ 750,000 ----------------------------------------------------------------------- (ev) the Borrower Issuer or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness Debt held by an Affiliate if the terms of such Indebtedness Debt are substantially as favorable to the Borrower Issuer or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness Debt from a lender which was not an Affiliate; (fvi) to the extent permitted by Section 7.08, the Borrower Issuer or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower Issuer or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gvii) the Borrower Issuer or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower Vencor in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Vencor (or a duly constituted committee of such board), (ii) at a meeting at which a quorum of disinterested directors is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiarypresent; (hviii) to the extent permitted by Section 7.08, the Borrower Issuer or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s Vencor's policies and practices concerning employee relocation in the ordinary course of its business;; or (iix) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. The Borrower shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Issuer (each of the foregoing, an “Affiliate Transaction”) in any one or series of related transactions involving aggregate payments or consideration in excess of $15,000,000, unless: (a) such Affiliate Transaction is on terms that are not materially less favorable to the Borrower Issuer or any the relevant Restricted Subsidiary from performing its obligations under than those that could have been obtained in a comparable transaction by the Existing Affiliate Agreements; Issuer or such Restricted Subsidiary with an unrelated Person (or, in the event that there are no comparable transactions involving Persons who are not Affiliates of the Issuer or the relevant Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Issuer has determined to be fair to the Issuer or the relevant Restricted Subsidiary), and (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; Issuer delivers to the Trustee (cx) the Borrower or any Restricted Subsidiary from making sales or leases with respect to or purchases or leases from any Affiliate andTransaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $35,000,000, in connection therewith, extending credit a resolution adopted by the majority of the Board of Directors or making payments, or from making payments for services rendered by any Affiliate, if Strategic Review Committee of the Board of Directors of the Issuer approving such sales, leases or purchases are made or Affiliate Transaction and an Officer’s Certificate certifying that such services are rendered in the ordinary course of business and on terms and conditions at least as favorable Affiliate Transaction complies with clause (a) above. The foregoing provisions will not apply to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; following: (d1) transactions between or among the Issuer or any of the Credit Parties Restricted Subsidiaries; provided that in the case of non- Wholly-Owned Restricted Subsidiaries, no Affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in such Restricted Subsidiary; (2) (x) Restricted Payments permitted by Section 10.10 and the Restricted Subsidiaries not involving any other Affiliate; (ey) Permitted Investments; (3) the Borrower payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance agreements entered into with, officers, directors, employees or any Restricted Subsidiary from making payments consultants of principalthe Issuer, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower direct or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower indirect parent companies or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. The Borrower shall Company and each of its Restricted Subsidiaries will not, and shall not permit after the date hereof, make any Restricted Subsidiary loan, advance, Guarantee or capital contribution to, directly or indirectly, pay any funds to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate infor the benefit of, or effect purchase or lease any transaction in connection with property or assets from, or enter into or amend any joint enterprise contract, agreement or other joint arrangement understanding with, or for the benefit of, (i) any Affiliate of the Company or any of its subsidiaries or (ii) any Person (or any Affiliate of such Person) holding 10% or more of the Common Equity of the Company or any of its subsidiaries (each an "Affiliate Transaction"), except on terms that are no less favorable to the Company or the relevant Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arms length basis from a Person that is not an Affiliate; provided . The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into an Affiliate Transaction involving or having a value of more than $10 million unless (i) such Affiliate Transaction has been approved by a majority of the disinterested members of a Committee of the Board of Directors of the Company or (ii) the Company has delivered an officer's certificate to the Trustee stating that the foregoing shall not prohibit: (a) the Borrower signatory officer was not a party to or any Restricted Subsidiary from performing its obligations under the Existing otherwise interested in such Affiliate Agreements; 35 49 Transaction and (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any terms of such Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not less favorable to the Borrower Company or such the relevant Restricted Subsidiary Subsidiary, as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principalcase may be, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which than those that could have been obtained at the time of the creation of such Indebtedness in a comparable transaction on an arms length basis from a lender which was Person that is not an Affiliate; (f) . Delivery of a certificate as required by this Indenture and described above will, absent manifest fraud, constitute conclusive evidence that the terms of the Affiliate Transaction in question are not less favorable to the extent permitted by Section 7.08Company or the relevant Restricted Subsidiary, as the Borrower or any Restricted Subsidiary case may be, than those that could have been obtained in a comparable transaction on an arms length basis from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of Person that is not an Affiliate. Notwithstanding the foregoing, if such plan, the term "Affiliate Transaction" shall not include any contract, agreement or arrangement understanding with or for the benefit of, or plan for the benefit of, any or all employees of the Company or its subsidiaries (iin their capacity as such) that has been or is approved either (x) at any time by the shareholders Company's Board of Directors, a disinterested committee thereof or the Chief Executive Officer of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Company (or a duly constituted committee of such board), (iihis or her designee) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) stock issuances to the extent permitted directors pursuant to plans approved by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000shareholders.

Limitations on Transactions with Affiliates. (A) The Borrower Corporation shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any AffiliateAffiliate of the Corporation (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless (1) such Affiliate Transaction is on terms that are not materially less favorable to the Corporation or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Corporation or such Restricted Subsidiary with an unrelated Person; provided and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, the majority of the Board of Directors approves such Affiliate Transaction and certifies that such Affiliate Transaction complies with clause (1) above. (B) The foregoing provisions of paragraph (A) will not apply to the foregoing shall not prohibitfollowing: (a1) transactions between or among the Corporation and/or any of the Restricted Subsidiaries; (2) Restricted Payments permitted by Section 804 of this Agreement and the definition of “Permitted Investment”; (3) the Borrower payment of management, consulting, monitoring and advisory fees and related expenses to Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P. and its Affiliates; (4) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Corporation, any of its direct or indirect parent entities or any Restricted Subsidiary; (5) payments by the Corporation or any Restricted Subsidiary to Kohlberg Kravis ▇▇▇▇▇▇▇ & Co. L.P., and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Corporation in good faith; (6) transactions in which the Corporation or any Restricted Subsidiary, as the case may be, delivers a letter from performing an Independent Financial Advisor stating that such transaction is fair to the Corporation or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 807(A)(1) of this Agreement; (7) payments or loans (or cancellation of loans) to employees or consultants of the Corporation, any of its direct or indirect parent entities or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Corporation in good faith; (8) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect); (9) the existence of, or the performance by the Corporation or any of its Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Borrower Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Corporation or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by Section 7.08this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Notes in any material respect; (c10) the Borrower Transactions and the payment of all fees and expenses related to the Transactions; (11) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement which are fair to the Corporation and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Corporation or the senior management thereof, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g12) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or issuance of Equity Interests (other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any than Disqualified Stock) of the foregoingCorporation to any Permitted Holder or to any director, if such planofficer, contract, employee or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07consultant; and (j13) transactions not constituting Investments sales of accounts receivable, or Restricted Payments and involving paymentsparticipations therein, transfers of property or other obligations in connection with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000any Receivables Facility.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Third Amendment and Restatement Effective Date, $5,000,000.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $30.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity related interests or other securities, to any such employees, officers, directors or consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (4) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Tax Sharing Agreement or Transaction Documents referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction Document, and (2) payments of principal, interest and premium on to CD&R or any of its Indebtedness held Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities pursuant to the Sponsor Management Agreement (or as may be approved by an Affiliate if a majority of the terms Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Documents or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness are substantially as favorable services or activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Borrower or such Restricted Subsidiary as any capital contribution to the terms which could have been obtained at the time Borrower, (x) any investment by any CD&R Investor in securities of the creation Borrower or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to other investors on the same or more favorable terms and (ii) such investment by all CD&R Investors constitutes less than 5.00% of the proposed or outstanding issue amount of such Indebtedness from a lender which was not an Affiliate;class of securities, and (fxi) to the extent permitted by Section 7.08, any transaction between or among the Borrower or any Restricted Subsidiary from participating in, and any Related Corporation pursuant to or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Related Corporation Contract.

Limitations on Transactions with Affiliates. (a) The Borrower Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Issuer or that Restricted Subsidiary; and (2) the Issuer delivers to the Trustee, with respect to any Affiliate Transaction involving aggregate value in excess of $5.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction and determining that the above requirements are met. (b) The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; (2) reasonable director, officer and employee compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock option or other benefit plan) and indemnification arrangements, in each case, as determined in good faith by the Issuer’s Board of Directors or senior management; (3) the entering into of a tax sharing agreement, or payments pursuant thereto, between the Issuer and/or one or more Subsidiaries, on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Issuer and the Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a stand-alone basis; (4) scheduled payments of Earn Out Obligations of $5.0 million in any fiscal year of the Issuer; (5) any Permitted Investments; (6) any Restricted Payments which are made in accordance with Section 4.11; (7) (x) any agreement in effect on the Issue Date, as in effect on the Issue Date or as thereafter amended or replaced in any manner that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such agreement as it was in effect on the Issue Date or (y) any transaction pursuant to any agreement referred to in connection the immediately preceding clause (x); (8) any transaction with any joint enterprise a Person (other than an Unrestricted Subsidiary of the Issuer) which would constitute an Affiliate of the Issuer solely because the Issuer or other joint arrangement with, any Affiliatea Restricted Subsidiary owns an equity interest in or otherwise controls such Person; provided that the foregoing shall not prohibit:and (a) any transaction with an Affiliate where the Borrower only consideration paid by the Issuer or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; is Qualified Equity Interests or (b) the Borrower issuance or sale of any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Qualified Equity Interests.

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly enter into or indirectlymake or amend any transaction, pay any funds to contract, agreement, understanding, loan, advance or guarantee with, or for the account benefit of, make any Investment inAffiliate of the Company (each, leasean “Affiliate Transaction”) involving annual payments or consideration in excess of $2.5 million, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibitunless: (a1) the Borrower Affiliate Transaction is on terms that are not materially less favorable to the Company or any the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is entered into or agreed to; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company delivers to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from performing its obligations under a financial point of view issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the Existing Affiliate Agreements;task for which such firm has been engaged (as determined by the Company in good faith). (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 7.08;4.14(a): (c1) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate anddirector, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith, extending credit ) entered into by the Company or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered of its Restricted Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliatebusiness; (d2) transactions between or among any of the Credit Parties and the Company and/or its Restricted Subsidiaries not involving any other AffiliateSubsidiaries; (e3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because either (x) the Borrower Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Company; provided such director abstains from voting as a director of the Company on any matter involving such other person; (4) (x) any issuance of Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to the Qualified Equity Interest capital of the Company by an Affiliate (other than in respect of Designated Preferred Stock); (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if under the terms of any agreement that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum (including the Shareholders Agreement and the Administrative Services Agreement) or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) or in any replacement agreement thereto, so long as any such Indebtedness are substantially as favorable amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Borrower or such Restricted Subsidiary Holders taken as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous whole than the basis original agreement as in effect on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07Issue Date; and (j7) transactions not constituting Investments or Restricted Payments and involving payments, transfers loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of property loans, advances or other obligations with a fair value not to exceed, guarantees) for all such transactions after the Closing Date, $5,000,000bona fide business purposes.

Limitations on Transactions with Affiliates. (a) The Borrower shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly enter into or indirectlymake or amend any transaction, pay any funds to contract, agreement, understanding, loan, advance or guarantee with, or for the account benefit of, make any Investment inAffiliate of the Issuer (each, leasean “Affiliate Transaction”) involving aggregate payments or consideration in excess of $2.0 million, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibitunless: (1) the Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is entered into or agreed to; and (2) (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a Board Resolution of the Borrower Board of Directors of the Issuer set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or any series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million or as to which there are no disinterested members of the Board of Directors, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from performing its obligations under a financial point of view is obtained from an independent accounting, appraisal or investment banking firm of international standing qualified to perform the Existing Affiliate Agreements;task for which such firm has been engaged (as determined by the Issuer in good faith). (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by The following items will not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 7.08;4.14(a): (c1) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate anddirector, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith, extending credit ) entered into by the Issuer or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered of its Restricted Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an AffiliatePermitted Business; (d2) transactions between or among any of the Credit Parties and the Issuer and/or its Restricted Subsidiaries not involving any other AffiliateSubsidiaries; (e3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because either (x) the Borrower Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Issuer; provided such director abstains from voting as a director of the Issuer on any matter involving such other person; (4) (w) any issuance of Qualified Equity Interests of the Issuer to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Issuer, which rights have been approved by the Board of Directors of the Issuer; (x) any contribution to the Qualified Equity Interest capital of the Issuer by an Affiliate; (y) any cash dividend or redemption payment required by the terms of the Existing Mandatorily Redeemable Preference Shares as in effect on the Issue Date or (z) any incurrence or issuance by the Issuer or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness or Disqualified Stock owed to or held by an Affiliate if on the same basis as Indebtedness or Disqualified Stock owed to or held by non-Affiliates as part of any underwritten securities offering or syndicated loan financing, and any payments in respect of such Indebtedness; (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments (other than Permitted Investments made under clauses (3) or (15) of the definition thereof); (6) the performance of obligations of the Issuer or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date (other than the Existing Charters, the Existing Management Agreements or the Global Expense Agreement) and any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such Indebtedness are substantially amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Holders of Notes taken as a whole than the original agreement as in effect on the Issue Date; (7) the performance of obligations of the Issuer or any Restricted Subsidiary under the terms of the Existing Charters, the Existing Management Agreements and the Global Expense Agreement as in effect on the Issue Date or any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto); provided that (A) any such amendment or modification that has the effect of modifying the rate of charter hire during the current term of the Existing Charters as in effect on the Issue Date is (x) not materially more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the Issue Date, and (y) is on terms not materially less favorable to the Borrower Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated person; and (B) any other amendment, modification, supplement, replacement, extension or renewal (including, for the avoidance of doubt, any extension or renewal of an Existing Charter effective upon the expiration of its current term as in effect on the Issue Date) is either (x) not materially more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the Issue Date, or (y) is on terms which could not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained at in a comparable transaction by the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower Issuer or such Restricted Subsidiary participates with an unrelated person, in each case, as reasonably determined by a resolution of the Board of Directors of the Issuer and approved by a majority of the disinterested members thereof; (8) transactions effected as part of a Qualified Securitization Transaction; (9) transactions in which the Issuer delivers to the Trustee an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or that such Affiliate Transaction meets the requirements of Section 4.14(a)(1), in each case, issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined in good faith by the Issuer); (10) payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of loans, advances or guarantees) for bona fide business purposes; (11) other than with CMA CGM, transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of its business a Permitted Business and otherwise in compliance with the terms of this Indenture; provided such transactions are on a basis no terms that are not materially less advantageous than favorable to the basis on which such Affiliate participates; (g) Issuer or the Borrower or any relevant Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit than those that would have been obtained in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time a comparable transaction by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower Issuer or such Restricted Subsidiary (or a duly constituted committee of such board)with an unrelated Person, (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in as reasonably determined by the ordinary course of business of the Borrower or any Restricted SubsidiaryIssuer; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i12) any Restricted Payments permitted by Section 7.07sale or disposition of a Vessel for an aggregate purchase price equal to or exceeding its Appraised Value; and (j13) transactions involving the purchase, redemption, exchange, acquisition or retirement of any Existing Mandatorily Redeemable Preference Shares and that (to the extent applicable, when considered together with any related transactions occurring in connection with such transactions) are in the best interests of the Issuer and the Restricted Subsidiaries as reasonably determined by a Board Resolution of the Issuer and approved by a majority of the disinterested members thereof. Regardless of the amount of aggregate payments or consideration to be made thereunder, and without limiting Section 4.14(b)(7), the Issuer will not, and will not constituting Investments permit any of its Restricted Subsidiaries to, enter into any amendment, modification, supplement, replacement, extension or Restricted Payments and involving paymentsrenewal, transfers from time to time, of property any Existing Charter or other obligations any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto) except in compliance with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Section 4.14(b)(7).

Limitations on Transactions with Affiliates. (a) The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided that Affiliate of the foregoing shall not prohibitCompany (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless: (ai) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (ii) the Borrower Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The foregoing provisions will not apply to the following: (i) transactions between or among the Company and/or any of the Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 1010 of the First Lien Notes Indenture and the definition of “Permitted Investments”; (iii) the payment of management, consulting, monitoring and advisory fees and related expenses to KKR and its Affiliates in an aggregate amount in any fiscal year not to exceed an amount approved by the disinterested members of the Board of Directors; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary; (v) payments by the Company or any Restricted Subsidiary to KKR and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Company in good faith; (vi) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from performing an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 5.12(a)(i); (vii) payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parents or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith; (viii) any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect); (ix) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Borrower Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by Section 7.08this clause (ix) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; (cx) the Borrower issuance of any Additional Notes or any Restricted Subsidiary from making sales Management Notes; (xi) transactions with customers, clients, suppliers, or leases to purchasers or purchases sellers of goods or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gxii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or issuance of Equity Interests (other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any than Disqualified Stock) of the foregoingCompany to any Permitted Holder or to any director, if such planofficer, contract, employee or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07consultant; and (jxiii) transactions not constituting Investments sales of accounts receivable, or Restricted Payments and involving paymentsparticipations therein, transfers of property or other obligations in connection with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000any Receivables Facility.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $18,000,000 unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $36,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of the Tax Sharing Agreement and any Transaction Agreement, and (2) payments of principal, interest and premium on to CD&R or any of its Indebtedness held by an Affiliate Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other investment banking activities (if the terms of such Indebtedness are substantially as favorable any), pursuant to the Borrower CD&R Consulting Agreement (or such Restricted Subsidiary as the terms which could have been obtained at the time may be approved by a majority of the creation Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness from a lender which was not an Affiliate;services or activities, (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gviii) the Borrower or any Restricted Subsidiary from maintainingTransactions, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any arrangement to terminate any issuance or sale of the foregoing, if such plan, contract, or arrangement Capital Stock (iother than Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Junior Capital or any capital contribution to the Borrower, and (or a duly constituted committee of such board), (iix) is immaterial any investment by any CD&R Investor in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business securities of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Restricted Subsidiaries (iand payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) any Restricted Payments permitted by Section 7.07; and so long as such securities are being offered generally to other investors (jother than CD&R Investors) transactions not constituting Investments on the same or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000more favorable terms.

Limitations on Transactions with Affiliates. The Borrower Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to in one transaction or for the account ofa series of related transactions, make any Investment insell, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, of its assets to, or participate inpurchase any assets from, or effect enter into any transaction in connection with any joint enterprise contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any AffiliateAffiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; provided that and (2) the foregoing shall not prohibitParent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Borrower Parent or any Restricted Subsidiary from performing its obligations under in excess of $2.0 million, an Officers’ Certificate of the Existing Parent certifying that such Affiliate Agreements;Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Borrower Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from making a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any Investment permitted by Section 7.08such Restricted Subsidiary; (c2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate andallocation of employee services among the Parent, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business and on terms and conditions at least as favorable to business; provided that, in the Borrower case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Restricted Subsidiary as or Joint Venture (other than indirectly through ownership of Equity Interests in the terms and conditions which would apply in a similar transaction with a Person not an AffiliateParent); (d4) transactions between or among any loans and advances permitted by clause (3) of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliatedefinition of “Permitted Investments”; (e5) any agreement as in effect as of the Borrower Issue Date or any Restricted Subsidiary from making payments of principalextension, interest and premium on amendment or modification thereto (so long as any of its Indebtedness held by an Affiliate if such extension, amendment or modification satisfies the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time requirements set forth in clause (1) of the creation first paragraph of such Indebtedness from a lender which was not an Affiliatethis Section 4.10) or any transaction contemplated thereby; (f6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent permitted by Section 7.08that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Borrower or any Restricted Subsidiary from participating inParent, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if its Subsidiaries and the Borrower or such Restricted Subsidiary participates Joint Ventures on a fair and equitable basis in the ordinary course of its business and on a basis business; provided that, in the case of any such Subsidiary or Joint Venture, no less advantageous officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the basis on which such Affiliate participates; Parent); or (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract 8) sales or other arrangement (including any loans or extensions dispositions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time Qualified Equity Interests for cash by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) Parent to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000an Affiliate.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (ai) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (bii) the Borrower or any Restricted Subsidiary from making any Investment in Minority-Owned Affiliates permitted by Section 7.08;; 108 (ciii) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (div) transactions the Borrower or any Restricted Subsidiary from making payments to Vencor in amounts as shall be necessary to permit Vencor to pay costs and expenses incurred by it in the ordinary course in connection with maintaining its status as a public company (including, without limitation, transfer agent fees, registration fees, stock exchange fees, costs for shareholder communications and other similar costs and expenses) or on account of intercompany allocation matters; provided that (w) Vencor shall have received an invoice requiring payment of such cost or expense and shall have forwarded a copy thereof to the Borrower, (x) Vencor shall pay such cost or expense within 15 days of receipt of amounts from the Borrower or any Restricted Subsidiary pursuant to this clause, (y) in the case of any payment on account of intercompany allocation matters, such payment is allocated between or among any the Borrower and its Restricted Subsidiaries and the other Vencor Companies on a basis that reflects the actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related to actual use and (z) the aggregate amount of payments made pursuant to this clause (iv) during each of the Credit Parties and periods referred to below shall not exceed the Restricted Subsidiaries not involving any other Affiliate;amount set forth opposite such period: -------------------------------------------------------------------------------- Period Amount -------------------------------------------------------------------------------- Closing Date to but excluding first $2,000,000 anniversary thereof: -------------------------------------------------------------------------------- Each 12-month period thereafter: $ 750,000 -------------------------------------------------------------------------------- (ev) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness Debt held by an Affiliate if the terms of such Indebtedness Debt are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness Debt from a lender which was not an Affiliate; (fvi) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gvii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower Vencor in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Vencor (or a duly constituted committee of such board), (ii) at a meeting at which a quorum of disinterested directors is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiarypresent; (hviii) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s Vencor's policies and practices concerning employee relocation in the ordinary course of its business;; or (iix) any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower transactions (i) involving payments or any Restricted Subsidiary from making sales consideration that do not exceed $5.0 million or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as (ii) not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which case may be, when taken as a whole, than those that would apply have been obtained in a similar comparable transaction at the time of such transaction on an arm’s length basis with a Person who is not an Affiliate; provided that in the event such Affiliate transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that such transaction satisfies the criteria in this clause (ii); (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and; (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Second Amendment and Restatement Date, $5,000,000; (k) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered in contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Lenders, in the reasonable determination of an officer of the Borrower, than the applicable agreement as in effect on the date immediately prior to such amendment, modification, supplement, extension or renewal, as applicable; (l) any transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate solely because the Borrower or a Subsidiary of the Borrower holds an equity interest in or otherwise controls such Person; (m) transactions with Cornerstone substantially consistent, taken as a whole, with past practice (including without limitation, the extension of lines of insurance coverage); (n) the payment of reasonable fees and expense reimbursements to current or former directors of the Borrower or any Restricted Subsidiary; (o) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Borrower and the granting of registration and other customary rights with respect thereto; and (p) transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Borrower or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibit: (a) : the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) ; the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; ; transactions (ci) the Borrower involving payments or any Restricted Subsidiary from making sales consideration that do not exceed $5.0 million or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as (ii) not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which case may be, when taken as a whole, than those that would apply have been obtained in a similar comparable transaction at the time of such transaction on an arm’s length basis with a Person who is not an Affiliate; ; provided that in the event such Affiliate transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that such transaction satisfies the criteria in this clause (d) ii); transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) ; the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) ; to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) ; the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) ; to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) ; any Restricted Payments permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Third Amendment and Restatement Effective Date, $5,000,000; any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered in contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Lenders, in the reasonable determination of an officer of the Borrower, than the applicable agreement as in effect on the date immediately prior to such amendment, modification, supplement, extension or renewal, as applicable; any transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate solely because the Borrower or a Subsidiary of the Borrower holds an equity interest in or otherwise controls such Person; transactions with Cornerstone substantially consistent, taken as a whole, with past practice (including without limitation, the extension of lines of insurance coverage); the payment of reasonable fees and expense reimbursements to current or former directors of the Borrower or any Restricted Subsidiary; any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Borrower and the granting of registration and other customary rights with respect thereto; and transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Borrower or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

Limitations on Transactions with Affiliates. (a) The Borrower shall will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, pay enter into or conduct any funds to transaction or for series of related transactions (including the account ofpurchase, make any Investment insale, lease, sell, transfer lease or otherwise dispose exchange of any assets, tangible property or intangible, to, or participate in, or effect the rendering of any transaction in connection service) with any joint enterprise or other joint arrangement with, any Affiliate; provided that Affiliate of the foregoing shall not prohibit: Borrower (aan “Affiliate Transaction”) involving aggregate consideration in excess of $15,000,000 unless (i) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing terms of such Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases Transaction are made or such services are rendered in the ordinary course of business and on terms and conditions at least as not materially less favorable to the Borrower or such Restricted Subsidiary Subsidiary, as the terms and conditions which would apply case may be, than those that could be obtained at the time in a similar transaction with a Person who is not such an Affiliate;Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $25,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (db) transactions The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity, which determination shall be conclusive), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Credit Parties Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any 2009 Transaction Documents referred to in Subsection 8.5(b)(vii)), or any amendment thereto (so long as such amendment is not disadvantageous in any material respect in the good faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not involving any other Affiliate;materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that could be obtained at the time in a transaction with a Person who is not an Affiliate of the Borrower, (evi) any transaction in the ordinary course of business, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary from making and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement and any 2009 Transaction Document, and (2) payments of principal, interest and premium on to CD&R or any of its Indebtedness held Affiliates (x) for any management, monitoring, consulting and advisory fees and related expenses as may be approved by an Affiliate if a majority of the terms of such Indebtedness Disinterested Directors, (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are substantially as favorable made pursuant to the Borrower Transaction Agreements or such Restricted Subsidiary as the terms which could have been obtained at the time are approved by a majority of the creation Board of Directors in good faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such Indebtedness from a lender which was not an Affiliate;services or activities, (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gviii) the Borrower or any Restricted Subsidiary from maintainingTransactions, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit all transactions in connection therewith (including but not limited to the extent permitted by Section 7.08financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any arrangement to terminate any issuance or sale of the foregoing, if such plan, contract, or arrangement Capital Stock (iother than Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary Junior Capital or any capital contribution to the Borrower, (x) (i) any investment by any CD&R Investor in securities or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business loans of the Borrower or any of its Restricted Subsidiary; Subsidiaries (hand payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as such investments are being offered generally to investors (other than CD&R Investors) on the extent permitted by Section 7.08, same or more favorable terms and (ii) payments to any CD&R Investor in respect of securities or loans of the Borrower or any of its Restricted Subsidiary Subsidiaries contemplated in the foregoing subclause (i) or that were acquired from making any loanPersons other than the Borrower and its Restricted Subsidiaries, guarantee or other accommodation in each case, in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course terms of its business; (i) any Restricted Payments permitted by Section 7.07; such securities or loans, and (jxi) transactions not constituting Investments the pledge of Capital Stock, Indebtedness or Restricted Payments and involving payments, transfers other securities of property any Unrestricted Subsidiary or joint venture to lenders to support the Indebtedness or other obligations with a fair value not of such Unrestricted Subsidiary or joint venture, respectively, owed to exceed, for all such transactions after the Closing Date, $5,000,000lenders.

Limitations on Transactions with Affiliates. The Borrower shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, pay enter into or permit to exist any funds to transaction or series of related transactions involving aggregate payments or consideration in excess of $5.0 million (including, without limitation, the purchase, sale, lease, contribution or exchange of any property or the rendering of any service) with or for the account ofbenefit of any of its or any of its Restricted Subsidiary's Affiliates (other than transactions between the Company and a Restricted Subsidiary of the Company or among Restricted Subsidiaries of the Company) (an "Affiliate Transaction"), make other than Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; provided, however, that for a transaction or series of related transactions involving value of $10.0 million or more, such determination will be made in good faith by a majority of members of the Board of Directors and by a majority of the disinterested members of the Board of Directors, if any. The foregoing restrictions will not apply to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder; (2) any Investment inobligations of the Company under any employment agreement, leasenoncompetition or confidentiality agreement with any officer of the Company, sellas in effect on the Issue Date (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant); (3) any Restricted Payment permitted to be made pursuant to Section 4.04 of this Indenture; (4) any issuance of securities, transfer or other payments, awards or grants in cash, securities or otherwise dispose of any assets, tangible or intangible, pursuant to, or participate inthe funding of, or effect any transaction in connection with any joint enterprise or other joint arrangement withemployment arrangements, any Affiliatestock options and stock ownership plans approved by the Board of Directors; provided that the foregoing shall not prohibit: (a5) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith advances to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted employees in the ordinary course of business of the Borrower Company or any of its Restricted Subsidiary; Subsidiaries consistent with past practices; (h6) payments made in connection with the Transactions, including, without limitation, fees payable to and expenses of Hick▇ ▇▇▇e and KKR; (7) payments by the Company or any of its Restricted Subsidiaries to KKR or Hick▇ ▇▇▇e or their respective Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors in good faith; (8) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or that is on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; (9) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent permitted by Section 7.08that the terms (taken as a whole) of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect; (10) transactions with customers, the Borrower clients, suppliers, or any Restricted Subsidiary from making any loanpurchasers or sellers of goods or services, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company or its business; Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the management thereof, or are on terms (itaken as a whole) at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (11) any Restricted Payments permitted agreement as in effect as of the Issue Date or any amendment thereto (so long as any such amendment, taken as a whole, is not disadvantageous to the Holders in any material respect) or any transaction contemplated thereby and (12) any purchases of Capital Stock (other than Disqualified Capital Stock) of the Company by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000Affiliates thereof.

Limitations on Transactions with Affiliates. The Borrower Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property (except Development Property) or assets from, or effect enter into or make or amend (for the purpose of increasing the obligations of either Issuer or their Restricted Subsidiaries thereunder or decreasing the obligations of any Affiliate thereunder without a commensurate decrease of the obligations of such Issuer or such Restricted Subsidiary thereunder) any contract, agreement, understanding, loan, advance or guaranty with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to such Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unrelated Person and (ii) such Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in connection excess of $1.0 million, a resolution of the Management Committee set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved unanimously by the Management Committee and (b) with respect to any joint enterprise Affiliate Transaction or other joint arrangement series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided that (1) any compensation paid to, indemnity provided on behalf of, or employment agreement entered into with, any Affiliate; provided that officer or director of the foregoing shall not prohibit: (a) the Borrower Issuers or any of their Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; business, (d2) transactions between or among any the Issuers and their Restricted Subsidiaries, (3) Restricted Payments, Permitted Investments and other payments and distributions that are permitted by the provisions of Section 4.05, (4) the Company’s execution, delivery and performance of the Credit Parties Shreveport Management Agreement and the Restricted Subsidiaries not involving any other Affiliate; Shreveport License Agreement and (e5) the Borrower or any Restricted Subsidiary Company’s receipt from making payments NGA AcquisitionCo LLC, a Nevada limited liability company (“NGA”) of principal$31,133,250 principal amount of First Mortgage Notes due 2012 co-issued by Eldorado Casino Shreveport Joint Venture, a Louisiana general partnership, and Shreveport Capital Corporation, a Louisiana corporation (the “Shreveport Notes”), in exchange for the issuance to NGA of a new 14.47% Equity Interest in the Company, and the payment by the Company to NGA in cash of the accrued and unpaid interest and premium on any the Shreveport Notes being exchanged through the date of its Indebtedness held by an Affiliate if the terms exchange or, in lieu of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time cash payment, adjustment of the creation principal amount of such Indebtedness from a lender which was not an Affiliate; (f) Shreveport Notes to the extent permitted be exchanged by Section 7.08NGA, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation all in accordance with the Borrower’s policies terms of the Amended and practices concerning employee relocation Restated Purchase Agreement, dated as of July 20, 2007, by and among the Company, NGA and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; and (j) transactions each case, shall not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not be deemed to exceed, for all such transactions after the Closing Date, $5,000,000be an Affiliate Transaction.

Limitations on Transactions with Affiliates. The Borrower Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay conduct any funds to business or enter into any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the account benefit of, make any Investment inAffiliate of the Company (an "Affiliate Transaction"), lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided that the foregoing shall not prohibitunless: (a) the Borrower terms of such Affiliate Transaction are: (i) set forth in writing, (ii) fair to the Company or such Subsidiary, as the case may be, and (iii) no less favorable to the Company or such Subsidiary, as the case may be, than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company, (b) if such Affiliate Transaction involves aggregate payments or value in excess of $1.0 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(ii) and (iii) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee, and (c) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and its Subsidiaries. 44 Notwithstanding the foregoing limitation, the Company or any Restricted of its Subsidiaries may enter into or suffer to exist the following: (a) any transaction or series of transactions between the Company and one or more of its Subsidiaries or between two or more of its Subsidiaries in the ordinary course of business, provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Subsidiary from performing its obligations under is owned by an Affiliate of the Existing Affiliate AgreementsCompany (other than a Subsidiary); (b) the Borrower any Restricted Payment permitted to be made pursuant to Section 4.10 or any Restricted Subsidiary from making any Investment permitted by Section 7.08Permitted Investment; (c) the Borrower payment of compensation (including amounts paid pursuant to employee benefit plans), incentive plans, employment agreements and option grants for the personal services of officers, directors and employees of the Company or any Restricted Subsidiary from making sales of its Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or leases thereafter to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments be performed for services rendered by any Affiliate, if such sales, leases or purchases are compensation to be fair consideration therefor; (d) loans and advances to employees made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to consistent with the Borrower past practices of the Company or such Restricted Subsidiary Subsidiary, as the terms case may be, provided that such loans and conditions which would apply advances do not exceed $250,000 in a similar transaction with a Person not an Affiliate; (d) transactions between or among the aggregate at any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliateone time outstanding; (e) the Borrower or any Restricted Subsidiary from making payments transactions otherwise in compliance with clause (a) of principal, interest this Section 4.14 and premium on any of its Indebtedness held expressly contemplated by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an AffiliateSection 4.23; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise payments or other joint arrangement transactions pursuant to any tax-sharing agreement between the Company and any other Person with any Affiliate if which the Borrower Company files a consolidated tax return or such Restricted Subsidiary participates in with which the ordinary course Company is part of its business and on a basis no less advantageous than the basis on which such Affiliate participates;consolidated group for tax purposes; and (g) the Borrower following agreements in effect on the Issue Date and any modifications, extensions or renewals thereto that are no less favorable to the Company or any Restricted Subsidiary from maintainingof its Subsidiaries thereof than such agreements as in effect on the Issue Date, entering into or adopting any executive or employee incentive or compensation plannamely: (1) that certain Agreement of Trademark Use dated August 18, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08)2004, or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time between Harbin Tech Full Electric Co. Ltd. and Harbin Tech Full Industry Co. Ltd. for two registered trademarks owned by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiarylatter entity; (h2) to that certain Lease Agreement dated March 20, 2005, between Harbin Tech Full Electric Co. Ltd. and Harbin Tech Full Industry Co., Ltd. for leasing premises on the extent permitted by Section 7.08former entity's main campus in Harbin, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07PRC; and (j3) transactions not constituting Investments or Restricted Payments that certain Patent Transfer Agreement dated August 19, 2004 between Harbin Tech Full Electric Co. Ltd. and involving payments, transfers of property or other obligations with a fair value not to exceed, Harbin Tech Full Industry Co. Ltd. for all such transactions after three patents owned by the Closing Date, $5,000,000latter entity.

Limitations on Transactions with Affiliates. (a) The Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment inpayment to, or sell, lease, sell, transfer or otherwise dispose of any assets, tangible of its properties or intangible, assets to, or participate inpurchase any property or assets from, or effect enter into or make or amend any transaction in connection with any joint enterprise transaction, contract, agreement, understanding, loan, advance or other joint arrangement guarantee with, or for the benefit of, any Affiliate; provided Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $10,000,000, unless (i) such Affiliate Transaction is on terms that are not materially less favorable to the foregoing Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Agent, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above. (b) The limitations set forth in paragraph (a) of this Section 6.05 shall not prohibitapply to: (ai) transactions between or among the Borrower or any of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and the definition of “Permitted Investments”; (iii) the payment of management, consulting, monitoring and advisory fees and related expenses to the Sponsors and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the Borrower or any direct or indirect parent company thereof pursuant to the Management Services Agreement as in effect on the Closing Date; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (v) payments by the Borrower or any Restricted Subsidiary to any of the Sponsors and the Co-Investors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Borrower in good faith; (vi) transactions in respect of which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Agent a letter from performing an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such employees or consultants that are, in each case, approved by the Borrower in good faith; (viii) any agreement, instrument or arrangement as in effect as of the Second Restatement Effective Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in any material respect as compared to the applicable agreement as in effect on the Second Restatement Effective Date as reasonably determined in good faith by the Borrower); (ix) the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations under the Existing Affiliate Agreements; terms of, any stockholders agreement or its equivalent (bincluding any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary from making of obligations under any Investment future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by Section 7.08this clause (ix) to the extent that the terms of any such existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in any material respect than the terms of the original agreement in effect on the Closing Date as reasonably determined in good faith by the Borrower; (cx) the Borrower Transactions and the payment of all fees and expenses related to the Transactions; (xi) transactions with customers, clients, suppliers, or any Restricted Subsidiary from making sales purchasers or leases to sellers of goods or purchases or leases from any Affiliate andservices, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could might reasonably have been obtained at the such time of the creation of such Indebtedness from a lender which was not an Affiliateunaffiliated party; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (gxii) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or issuance of Equity Interests (other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (ithan Disqualified Stock) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable to any Permitted Holder or (y) at to any time by the board of directors of the Borrower director, manager, officer, employee or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business consultant of the Borrower or any Restricted Subsidiarydirect or indirect parent company thereof; (hxiii) to sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and (xiv) investments by the extent permitted by Section 7.08, Sponsors and the Co-Investors in securities of the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Restricted Subsidiaries so long as (iA) any Restricted Payments permitted by Section 7.07; and the investment is being offered generally to other investors on the same or more favorable terms and (jB) transactions not constituting Investments the investment constitutes less than 5.0% of the proposed or Restricted Payments and involving payments, transfers outstanding issue amount of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000class of securities.

Limitations on Transactions with Affiliates. The Borrower shall not, and shall not permit Neither the Company nor any Restricted Subsidiary toof its Subsidiaries will, directly or indirectly, pay enter into or permit to exist any funds to transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with or for the account ofbenefit of any of its Affiliates (other than transactions between the Company and a Wholly Owned Subsidiary of the Company or among Wholly Owned Subsidiaries of the Company) (an "Affiliate Transaction"), make other than Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; provided, however, that for a transaction or series of related transactions involving value of $1,000,000 or more, such determination will be made in good faith by a majority of members of the Board of Directors of the Company and by a majority of the disinterested members of the Board of Directors of the Company, if any; provided, further, that for a transaction or series of related transactions involving value of $5,000,000 or more, the Board of Directors of the Company has received an opinion from a nationally recognized investment banking firm that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Subsidiary. The foregoing restrictions will not apply to (1) reasonable and customary directors' fees, indemnification and similar arrangements and payments thereunder, (2) any Investment inobligations of the Company or its Subsidiaries under the Financial Monitoring and Oversight Agreements or any employment agreement, leasenoncompetition or confidentiality agreement with any officer of the Company or its Subsidiaries (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant), sell(3) reasonable and customary investment banking, transfer financial advisory, commercial banking and similar fees and expenses paid to any of the Purchasers and their Affiliates, (4) any Restricted Payment permitted to be made pursuant to the covenant described under Section 6.04, (5) any issuance of securities or other payments, awards or grants in cash, securities or otherwise dispose of any assets, tangible or intangible, pursuant to, or participate inthe finding of, or effect any transaction in connection with any joint enterprise or other joint arrangement withemployment arrangements, any Affiliate; provided that the foregoing shall not prohibit: (a) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the ordinary course of business stock options and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is stock ownership plans approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower Company or such Restricted Subsidiary (or a duly constituted committee of such board)its Subsidiaries, (ii6) is immaterial in amount, loans or (iii) is maintained, entered into or adopted advances to employees in the ordinary course of business of the Borrower Company or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; Subsidiaries consistent with past practices, and (i7) any Restricted Payments permitted by Section 7.07; and the issuance of Capital Stock of the Company or its Subsidiaries (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000than Disqualified Stock).

Limitations on Transactions with Affiliates. The Borrower shall notExcept as otherwise expressly permitted in this Agreement, enter into any transaction, including any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (A) not otherwise prohibited under this Agreement, and shall (B) upon terms no less favorable to the Parent Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person which is not permit any Restricted Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any Investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any an Affiliate; provided that the foregoing nothing contained in this Subsection 8.11 shall not be deemed to prohibit: (a) the Parent Borrower or any Restricted Subsidiary from entering into, modifying or performing its obligations under any consulting, management, compensation, benefits or employment agreements or other compensation arrangements with a director, officer, employee or former officer, director or employee of the Existing Affiliate AgreementsParent Borrower or such Restricted Subsidiary in the ordinary course of business; (b) the Borrower payment of all amounts in connection with this Agreement or any Restricted Subsidiary from making any Investment permitted by Section 7.08of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiary Subsidiaries from entering into, making sales payments pursuant to and otherwise performing (i) the obligations under the Atkore Investment Documents and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or leases to becomes a director, officer, agent or purchases employee of Holdings, the Parent Borrower or leases from any Affiliate andof its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection therewith, extending credit with any offering of securities by Holdings or making payments, or from making payments for services rendered by any AffiliateParent Entity (provided that, if such salesParent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, leases or purchases are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable other assets relating to the ownership interest by such Parent Entity in Holdings or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or the Parent Borrower 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 or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of 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 Restricted Subsidiary corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the terms and conditions which would apply in 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 similar transaction with a Person not an Affiliatedirector or officer of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity; (d) transactions between any issuance or among any sale of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower Capital Stock of Holdings or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable Parent Entity or capital contribution to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Parent Borrower or any Restricted Subsidiary; (e) the execution, delivery and performance of the Tax Sharing Agreement; (f) the execution, delivery and performance of agreements (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) any transaction among the Loan Parties, any transaction excluded as an Asset Sale by clause (b) or (e) of the definition thereof, any transaction permitted by clause (f), (g), (h), (i), (l), or (m) of the definition of “Permitted Investments” (provided that any transaction pursuant to clause (l) or (m) shall be limited to guarantees of loans and advances by third parties), any transaction permitted by Subsection 8.3 and any transaction permitted by Subsection 8.13(f)(i), 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii) or 8.13(f)(viii); (h) the Parent Borrower from paying to the extent permitted by Section 7.08, the Borrower CD&R and Tyco or any Restricted Subsidiary from making any loanof their respective Affiliates fees up to $30,000,000, guarantee or other accommodation in accordance the aggregate, plus out-of-pocket expenses, in connection with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its businessTransactions; (i) the Parent Borrower or any of its Restricted Payments permitted by Section 7.07Subsidiaries from entering into or performing an agreement with CD&R or Tyco or any of their respective Affiliates for the rendering of management consulting or financial advisory services for compensation not to exceed in the aggregate $7,500,000 per year plus reasonable out-of-pocket expenses; and (j) Thethe Transactions and all transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000related thereto.

Limitations on Transactions with Affiliates. (a) The Borrower shall Company will not, and shall will not cause or permit any Restricted Subsidiary to, directly make any loan, advance, guarantee or indirectlycapital contribution to, pay any funds to or for the account benefit of, make any Investment inor sell, lease, sell, transfer or otherwise dispose of any assets, tangible Property or intangible, toassets to or for the benefit of, or participate inpurchase or lease any Property or assets from, or effect enter into or amend any transaction in connection with any joint enterprise contract, agreement or other joint arrangement understanding with, any Affiliate; provided that or for the foregoing shall not prohibit: benefit of, (ai) the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) the Borrower or any Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate andof the Company, (ii) any Affiliate of any of the Company’s Subsidiaries, (iii) any holder of 10% or more of the Common Equity of the Company or (iv) any Affiliates of such holders (collectively, “Affiliated Persons”), in connection therewitha single transaction or series of related transactions (each, extending credit or making paymentsan “Affiliate Transaction”), or from making payments except for services rendered by any Affiliate, if such sales, leases or purchases Affiliate Transaction the terms of which are made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to the Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have reasonably be obtained by the Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis with Persons who are not Affiliated Persons. (b) In addition, the Company will not, and will not cause or permit any Restricted Subsidiary to, enter into an Affiliate Transaction: (A) having a value of more than $10,000,000 unless the terms of such Affiliate Transaction are set forth in writing and a majority of the Company’s Governing Body has determined in good faith that the criterion set forth in the immediately preceding paragraph has been satisfied and (B) having a value of more than $20,000,000 unless the terms of such Affiliate Transaction are set forth in writing and the Company has received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time of the creation of such Indebtedness from in an arm’s-length transaction with a lender which was Person who is not an Affiliate;Affiliated Person. (fc) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of Notwithstanding the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business;an Affiliate Transaction will not include: (i) any contract, agreement or understanding with, or for the benefit of, or plan for the benefit of, employees of the Company or its Subsidiaries generally (in their capacities as such) that has been approved by the Governing Body of the Company, (ii) Equity Interests issuances to directors, officers and employees of the Company or its Subsidiaries pursuant to plans approved by the holders of Equity Interests of the Company, (iii) any Permitted Investment (other than Permitted Investments described in clause (3)(b) of the definition of “Permitted Investment”) or Restricted Payments Payment permitted under Section 4.07, (iv) any transaction between or among the Company and one or more Restricted Subsidiaries or between or among Restricted Subsidiaries (provided, however, no such transaction shall involve any other Affiliated Person (other than an Unrestricted Subsidiary to the extent the applicable amount constitutes a Restricted Payment permitted by Section 7.07; and (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Closing Date, $5,000,000.this Indenture)),