Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Indenture shall provide that the Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, an Affiliate of the Company or any Restricted Subsidiary (other than transactions between the Company and a wholly owned Restricted Subsidiary of its Affiliates the Company) (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable in the aggregate than those that might reasonably have been obtained or are obtainable in a comparable transaction on an arm's-length basis from a person that is not an Affiliate; provided that neither the Company nor any of its Restricted Subsidiaries shall enter into an Affiliate Transaction or series of related Affiliate Transactions involving or having a value of $10 million or more, unless a majority of disinterested members of the Board of Directors of the Company determines in good faith as evidenced by a board resolution that the terms are no less favorable in the aggregate to the Company than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereofAffiliate; provided, however, that (i) any employment agreement or stock option agreement entered into by the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit Company or any of its Restricted Subsidiaries toin the ordinary course of business, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing transactions permitted under the covenant described above under "Certain Covenants--Limitation on Restricted Payments," (iii) the payment of reasonable fees and ▇▇▇▇▇▇ Communications incurred expenses to directors of the Company or its Restricted Subsidiaries, (iv) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of employment arrangements, stock options and stock ownership plans of the Company entered into in the ordinary course of business and (v) transactions pursuant to agreements existing 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 ▇▇▇▇▇▇ Publishing the Issue Date or such Restricted Subsidiary consistent with past practices which are settled monthly. any amendment thereto or any transactions contemplated thereby (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval including pursuant to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (iiany amendment thereto) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto thereto, so long as any such amendment or replacement thereto is not more disadvantageous to the Holders holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) original agreement as in effect on the Issue Date, as such documents may in each case, shall not be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicabledeemed Affiliate Transactions.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xi) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (yii) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary. In addition, if the Company or any Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting enters into an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common planTransactions) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority of 5 million, the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing Company or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior management; Directors; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (3iii) The Services Agreement or, an amendment or replacement any agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on as of the Issue Date and any payment with respect thereto as required thereunder as of the Issue Date; ; and (4iv) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Issuer will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 by the second paragraph below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Issuer or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingIssuer or such Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Directors have Board of Di- rectors has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Issuer or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Issuer 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 $5.0 20 million, ▇▇▇▇▇▇ Publishing the Issuer or such 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 ▇▇▇▇▇▇ Publishing the Issuer 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. (d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Issuer or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Issuer as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Issuer's Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Issuer and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an any 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 thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date;; and (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 500,000 shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million2,500,000, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior management; ; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this the Indenture; ; (3iii) The Services Agreement or, an any 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 thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; ; (4iv) Restricted Payments permitted by this Indenture; (5) transactions payments of annual fees and reimbursement of reasonable expenses to Novamil Corporation in accordance with the ordinary course provisions of business and conducted on an arm’s length basisthe Management Agreement dated April 28, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided1995, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time New House Capital Management Corp. in accordance with the Intercreditor provisions of the Consulting Agreement dated April 28, 1995, as in effect on the Issue Date and to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in accordance with the provisions of a consulting agreement dated January 10, 1997, as in effect on the Issue Date; (v) payments made in accordance with the Marpax, Inc. Supply Agreement, if applicableas in effect on the Issue Date, or any other such ink supply agreement with Marpax entered into on terms no less favorable to the Company than those that may reasonably have been obtained in an arm's length transaction as determined in good faith by the Company's Board of Directors; (vi) advances or loans to employees, officers and directors of the Company and its Restricted Subsidiaries permitted by clauses (iv) and (v) of the definition of Permitted Investments; and (vii) Restricted Payments permitted by the Indenture.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is 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 ▇▇▇▇▇▇ Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $10,000,000, the Company delivers an Officers' Certificate to ▇▇▇▇▇▇ Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $20,000,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to: to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date; Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between ▇▇▇▇▇▇ Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) any permitted Restricted Subsidiaries Payment or Permitted Payment, (v) any transaction or series of transactions in which the total amount involved does not exceed $125,000, or (vi) services rendered and a joint venture to which ▇▇▇▇▇▇ Publishing obligations incurred by the Company or any of its Restricted Subsidiaries is a party; provided, however, that pursuant to existing agreements or agreements between the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, Company and/or any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSubsidiaries.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Company shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 4.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 10.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to: (1i) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior managementDirectors; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3iii) The Services Agreement or, an any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4iv) transactions effected as part of a Qualified Receivables Transaction; (v) Restricted Payments and Permitted Investments permitted by this Indenture; (5vi) transactions the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the ordinary course funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any Directors of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted HolderCompany in good faith; and (6vii) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Loan Documents (as defined in Company solely because the Senior Debt Credit Agreement) as in effect on the Issue DateCompany owns, as directly or indirectly, any Capital Stock of such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicablePerson.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Issuers will not, and will not permit any of its their Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its their Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Issuers or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 2.5 million shall either (i) be approved by a majority of the Independent disinterested members of the Board of Directors of ▇▇▇▇▇▇ Publishingthe Issuers or a majority of the disinterested members, but in no event fewer than two Independent if any, of the Board of Directors of ▇▇▇▇▇▇ Publishingsuch Restricted Subsidiary (or, the entire Board of Directors, in the event there are no disinterested members of the Board of Directors of such Restricted Subsidiary), as the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) set in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteethis paragraph. If ▇▇▇▇▇▇ Publishing the Issuers or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Issuers enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, ▇▇▇▇▇▇ Publishing the Issuers 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 ▇▇▇▇▇▇ Publishing the Issuers 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. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.17 shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Issuers or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Issuers as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Issuers and any of its their Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an the Refinancing Transactions or any agreement as in effect on the Issue Date (including any transaction expressly provided for therein) and any amendment thereto or any replacement agreement thereto so long as (i) any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Holders, in any material respect respect, than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date, provided that this clause (i) shall not apply to any amendment or replacement agreement in respect of the TCBY Supply Agreement, and (ii) any such amendment or replacement agreement shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such amendment or replacement agreement comply with the provisions set forth in clause (a) of this Section 4.17 (provided that no fairness opinion need be delivered under such clause in the case where such amendment or replacement agreement is in respect of the TCBY Supply Agreement) and Section 4.10 and the terms of this clause (3); (4) Restricted Payments permitted by this IndentureIndenture and Affiliate Transactions that constitute Permitted Investments; (5) transactions 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 the Issuers or any of their Restricted Subsidiaries in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; andbusiness; (6) payments pursuant to or other transactions expressly provided for under the Loan Documents (as defined Contribution Agreement, the Management Agreement, the Contribution Agreement, the Tax Allocation Agreement, the MFOC Franchise Agreements, the TCBY Supply Agreement, the Sublease or the Collection Agency Agreement, in the Senior Debt Credit Agreement) each case as in effect on the Issue Date, or any amendment thereto or any replacement agreement thereto so long as (i) any such documents 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, and (ii) any such amendment or replacement agreement shall be approved by a majority of the disinterested members of the Board of Directors of the Issuers or such Restricted Subsidiary, as the case may be, such approval to be amended, restated, supplemented, evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such amendment or otherwise modified from time to time in accordance replacement agreement comply with the Intercreditor Agreementprovisions set forth in clause (a) of this Section 4.17 and Section 4.10 and the terms of this clause (6); (7) issuance of Qualified Capital Stock of the Company and the granting of registration rights with respect to such Qualified Capital Stock; provided such registration rights are permitted under the Registration Rights Agreements; (8) any transaction on arm's-length terms with a non-Affiliate that becomes an Affiliate as a result of such transaction; and (9) arrangements with directors or officers of the Company or any Restricted Subsidiary existing on the Issue Date as disclosed in the Offering Circular and in effect on the Issue Date or as modified thereafter; provided that any such modification shall be approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, if applicableas the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that the terms of such modification comply with the provisions set forth in the first paragraph of this Section 4.17.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1c) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to as part of a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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 TrusteeAdvisor. (dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to: (1) reasonable fees and customary directors' fees, indemnification and similar arrangements, employees' salaries, bonuses or employment agreements, compensation paid to or employee benefit arrangements and indemnity provided on behalf ofincentive arrangements with any officer, officers, directors, employees director or consultants employee of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary entered into in the ordinary course of ▇▇▇▇▇▇ Publishing business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior managementDirectors; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment, an amendment supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement thereto restructuring is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) Restricted Payments permitted payments to permit payments for NACG Preferred or Holdings' employees and officers and directors similar to those provided in clause (1) above and payments in an amount not to exceed, in the aggregate, in any calendar year the sum of (x) $1.0 million and (y) any amounts payable by this Indenturethe Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with any Future Corporate Transaction or any Future Securities Transaction (in each case as defined in the Advisory Services Agreement) to the Equity Investors for advisory services and transaction fees pursuant to the Advisory Services Agreement; (5) transactions loans or advances to directors, officers or employees in the ordinary course of business and conducted on in an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture amount not to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.exceed $1.0 million per fiscal year;

Limitations on Transactions with Affiliates. 39 40 (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that that, taken as a whole, are no not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 2,500,000 shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million7,500,000, ▇▇▇▇▇▇ Publishing 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 the financial terms of such transaction or series of related transactions transactions, taken as a whole, to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Borrower will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, (i) directly or indirectly, enter into or permit to exist conduct any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for with any Affiliate of the benefit of, any of its Affiliates Borrower (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) involving aggregate consideration in excess of clause (d) the greater of this Section 4.11 $50,000,000 and (y) Affiliate Transactions in the ordinary course 3.50% of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than Consolidated Tangible Assets unless (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction are not materially less favorable to ▇▇▇▇▇▇ Publishing the Borrower or such Restricted Subsidiary, as the case may be, from than those that could be obtained at the time in a financial point of view, from an Independent Financial Advisor and file the same transaction with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing enters into a Person who is not such an Affiliate and (ii) if such Affiliate Transaction (or a series involves aggregate consideration in excess of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value the greater of more than $5.0 million100,000,000 and 6.50% of Consolidated Tangible Assets, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness terms of such transaction 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 series of related transactions (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 ▇▇▇▇▇▇ Publishing 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 Trusteesuch Affiliate Transaction. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) The provisions of this Section, the restrictions set forth in clause (aSubsection 8.5(a) of this Section shall will not apply to: (i) any Restricted Payment Transaction, (ii) (1) reasonable fees and compensation paid 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 and indemnity provided on behalf ofthe Borrower, any Restricted Subsidiary or any Parent Entity or IPO Vehicle 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, directorsdirectors or consultants, employees (3) any issuance, grant or consultants award of ▇▇▇▇▇▇ Publishing 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 Restricted Subsidiary of ▇▇▇▇▇▇ Publishing its Subsidiaries or any Parent Entity or IPO Vehicle (as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board the Borrower, such Subsidiary or such Parent Entity or IPO Vehicle, which determination shall be conclusive), or (5) Management Advances and payments in respect thereof (or in reimbursement of Directors or senior management;any expenses referred to in the definition of such term), (2iii) Affiliate Transactions any transaction between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors the Borrower, one or exclusively between or among such more Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture;or one or more Special Purpose Entities, (3iv) The Services Agreement orany 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)), an amendment or replacement agreement any amendment, supplement, waiver or other modification thereto (so long as any such amendment amendment, supplement, waiver or replacement thereto other modification is not more disadvantageous to the Holders in any material respect than in the Services Agreementgood faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when taken as amended in accordance with Section 4.24 a whole as compared to the applicable agreement or instrument as in effect on the Issue Closing Date;), and any payments made pursuant thereto, (4v) Restricted Payments permitted by this Indenture; (5) transactions any transaction in the ordinary course of business on terms that are fair to the Borrower and conducted on its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not 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 arm’s length basisAffiliate of the Borrower, (vi) any transaction in the ordinary course of business, exclusively or approved by a majority of the Board of Directors, between ▇▇▇▇▇▇ Publishing the Borrower or any Restricted Subsidiary 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 any Tax Sharing Agreement or payments by the Borrower or any Restricted Subsidiary to any Parent Entity or IPO Vehicle to pay or permit any Parent Entity or IPO Vehicle to pay any amount pursuant to the Tax Receivables Agreements (excluding the payment of any accelerated lump sum amount payable upon an early termination of a Tax Receivables Agreement to the extent such amount exceeds the amount that would have been payable under such agreement in the absence of such acceleration) and any Transaction Agreement, and (2) payments to CD&R or any of its Affiliates (x) for any management, consulting or advisory services pursuant to the CD&R Consulting Agreement 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, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such services or activities, (viii) the Transactions and the Tranche B Effective Date 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 and the Tranche B Effective Date 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 Junior Capital or any capital contribution to the Borrower, (x) (i) any investment by any CD&R Investor in securities or loans of the Borrower or any of its Restricted Subsidiaries (and a joint venture payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as such investments are being offered by the Borrower or the applicable Restricted Subsidiary generally to which ▇▇▇▇▇▇ Publishing investors (other than CD&R Investors) on the 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 Subsidiaries is a party; provided, however, contemplated in the foregoing subclause (i) or that were acquired from Persons other than the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of Borrower and its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined Subsidiaries, in the Senior Debt Credit Agreement) as in effect on the Issue Dateeach case, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreementterms of such securities or loans, if applicableand (xi) the pledge of Capital Stock, Indebtedness or other securities of any Unrestricted Subsidiary or joint venture to lenders to support the Indebtedness or other obligations of such Unrestricted Subsidiary or joint venture, respectively, owed to such lenders.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Issuer shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Issuer (each, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections unless: (1) through (6) of clause (d) of this Section 4.11 and (y) the Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing by the Issuer or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereofunrelated Person; provided, that the Services Agreement may be amended as provided for in Section 4.24.and (b2) So long as any Notes are outstanding, and notwithstanding anything the Issuer delivers to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor Trustee: (a) with respect to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing Transaction or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 5.0 million, a resolution of the Board of Directors of the Issuer set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 4.14 and that such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of ▇▇▇▇▇▇ Publishingsuch Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of viewview issued by an accounting, from an Independent Financial Advisor and file appraisal or investment banking firm of national standing in the same with the Trustee. If ▇▇▇▇▇▇ Publishing United States or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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 TrusteeCanada. (db) Except as expressly permitted below and The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject at all times to the restrictions set forth in clause (b) provisions of this Section, the restrictions set forth in clause (a) of this Section shall not apply toprior paragraph: (1) reasonable fees director, officer, consultant and compensation paid to employee compensation, benefit and indemnity provided on behalf ofindemnification agreements, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing plans and arrangements entered into by the Issuer or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on payments pursuant thereto; (2) transactions between or among the Issuer and/or the Restricted Subsidiaries; (3) transactions with a Person (other than an arm’s length basisUnrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because the Issuer owns, exclusively between ▇▇▇▇▇▇ Publishing directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; (4) to the extent that the Issuer or one or more of the Restricted Subsidiaries are members of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Issuer is the common parent, payment of dividends or other distributions by the Issuer or one or more of the Restricted Subsidiaries pursuant to a tax sharing agreement or otherwise to the extent necessary to pay, and which are used to pay, any income taxes of its such tax group that are attributable to the Issuer and/or the Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing are not payable directly by the Issuer and/or the Restricted Subsidiaries; provided that the amount of any such dividends or distributions (plus any such taxes payable directly by the Issuer and/or the Restricted Subsidiaries) shall not exceed the amount of its such taxes that would have been payable directly by the Issuer and/or the Restricted Subsidiaries is had the Issuer been the U.S. common parent of a party; providedseparate tax group that included only the Issuer and the Restricted Subsidiaries; (5) any issuance of Qualified Equity Interests (and the exercise of any warrants, however, that the options or other party or parties rights to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; andacquire Qualified Equity Interests); (6) Restricted Payments that do not violate Section 4.11; (7) loans or advances to employees of the Loan Documents Issuer or any Restricted Subsidiary (as defined x) in the Senior Debt Credit Agreementordinary course of business in an aggregate amount not to exceed $5.0 million at any time outstanding or (y) in connection with the purchase by such Persons of Equity Interests of the Issuer or any Parent Company so long as the cash proceeds of such purchase received by any Parent Company are contemporaneously contributed to the common equity capital of the Issuer; (8) payments by the Issuer to or on behalf of any Parent Company in an amount sufficient to pay out-of-pocket legal, accounting and filing and other general corporate overhead costs of such Parent Company and franchise taxes and other fees required to maintain its existence actually incurred by such Parent Company, in any case in an aggregate amount not to exceed $1.0 million in any calendar year; (9) the agreements described in the Offering Memorandum under the caption "Certain Relationships and Related Party Transactions," as in effect on the Issue Datedate of this Indenture or as amended thereafter (so long as the amended agreement is not more disadvantageous to the Holders, taken as a whole, in any material respect than such agreement immediately prior to such amendment) or any transaction contemplated thereby (other than payment of management fees referred to in clause (10) below); and (10) so long as no Event of Default exists, the existence or performance by the Issuer or any Restricted Subsidiary of the provisions of the Management Agreement described in the Offering Memorandum under "Certain Relationships and Related Party Transactions" or any amendment thereto or replacement agreement therefor or any transaction contemplated thereby so long as such documents may be amendedamendment or replacement is not more disadvantageous to the Holders, restatedtaken as a whole, supplemented, or otherwise modified from time to time in accordance with any material respect than the Intercreditor Agreement, if applicableoriginal agreements as in effect on the date of this Indenture.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market mar- ket value in excess of $1.0 2.5 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 7.5 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause paragraph (a) of this Section above shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, for the benefit of officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior management; ; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (3iii) The Services the transactions and payments contemplated by any agreement as in effect as of the Issue Date (including, without limitation, the Recapitalization Agreement or, an and the Management Agreement) or any amendment thereto or any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; ; (4iv) the payment to the Principals or their Related Parties and Affiliates of annual management and advisory fees and related expenses; PROVIDED that the amount of such fees shall not exceed $500,000 per fiscal year; (v) loans and advances (or guarantees of third party loans) to officers or employees of the Company or any of its Restricted Payments permitted by this Indenture; (5) transactions Subsidiaries in the ordinary course of business not to exceed $250,000 at any time outstanding; (vi) the payment of fees and conducted on an arm’s length basisexpenses related to the Recapitalization; (vii) Permitted Investments and Restricted Payments permitted by this Indenture and (viii) any employment agreement, exclusively between ▇▇▇▇▇▇ Publishing collective bargaining agreement, employee benefit plan, related trust agreement, indemnification agreement, benefit plan or similar arrangement for the benefit of directors or officers entered into in the ordinary course of business. (c) In addition, the last sentence of paragraph (a) shall not apply to (i) payments by the Company or any of its Restricted Subsidiaries to the Principals or their Related Parties and a joint venture to Affiliates for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisition or divestitures, which ▇▇▇▇▇▇ Publishing or any payments are approved by the Board of its Restricted Subsidiaries is a party; providedDirectors of the Company in good faith, however, that and (ii) Indebtedness permitted by paragraph (xiv) of the other party or parties to such joint venture are not Affiliates definition of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any "Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableIndebtedness."

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or permit to exist sell, lease, transfer or otherwise dispose of any intercompany loans from of its properties or assets to, or purchase any Obligor to 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 thereof that is not of the Company or any Restricted Subsidiary (each, an Obligor other than “Affiliate Transaction”), unless: (ia) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably could 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 ▇▇▇▇▇▇ Publishing by the Company or such Restricted Subsidiary consistent on an arm’s length basis with past practices which are settled monthly.an unrelated Person; and (cb) All the Company obtains and delivers to the Trustee: (1) with respect to any Affiliate Transactions (and each Transaction or series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either (i) be 5,000,000, a resolution of its Board of Directors set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of ▇▇▇▇▇▇ Publishingits Board of Directors; and (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing from a financial point of view issued by an accounting, appraisal or investment banking firm selected by the Company or such Restricted Subsidiary, as applicable, of recognized national standing with experience in appraising the case may be, from a financial point terms and conditions of view, from an Independent Financial Advisor and file the same with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary type of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions for which such opinion is required. The following items will not be deemed to ▇▇▇▇▇▇ Publishing or the relevant Restricted Subsidiarybe Affiliate Transactions and, as the case may betherefore, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (d) Except as expressly permitted below and will not be subject at all times to the restrictions set forth in clause (b) provisions of this Section, the restrictions set forth in clause (a) of this Section shall not apply toprior paragraph: (1) reasonable fees any employment agreement, collective bargaining agreement, employee benefit plan (including the Management Incentive Plan and any vacation plan, health and life insurance plan, deferred compensation paid plan, retirement or savings plan or stock option, stock ownership or similar plan), officer and director indemnification agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, and the payment or issuance of securities pursuant to any such agreement, plan or arrangement; (2) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of, and expense reimbursement and indemnity provided on behalf of, officers, directors (including the payment of, or an agreement providing for the payment of, reasonable directors’ fees), consultants and employees of the Company or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenturein each case in the ordinary course of business; (3) The Services Agreement orto the extent permitted by applicable law, an amendment loans or advances to employees in the ordinary course of business for bona fide business purposes and not to exceed $250,000 in the aggregate at any time outstanding; (4) transactions between or among the Company and/or its Restricted Subsidiaries; (5) transactions pursuant to agreements or arrangements in effect on the Issue Date, or any amendment, modification or supplement thereto or replacement agreement thereto thereof, so long as any such amendment agreement or replacement thereto arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not more disadvantageous materially less favorable, taken as a whole, to the Holders in any material respect of the Notes than the Services Agreement, as amended original agreement or arrangement in accordance with Section 4.24 as in effect existence on the Issue Date; (46) Restricted Payments permitted by this Indenture; any issuance of Equity Interests (5other than Disqualified Stock) transactions in of the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture Company to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holderthe Company; and (67) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableRestricted Payments that do not violate Section 4.10.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1Section 4.11(c) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) shall, prior to the consummation thereof, be approved by a majority of the Independent disinterested members of the Board of Directors of ▇▇▇▇▇▇ Publishingthe Company or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Directors disinterested members (or the disinterested member, if there is only one disinterested member) have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to that are similar or part of a common plan) that involves an involving aggregate payments or other property with a fair market value in excess of more than $5.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bSections 4.11(a) of this Section, the restrictions set forth in clause (aand 4.11(b) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) Restricted Payments and Permitted Investments permitted by this Indenture; (5) transactions loans or advances in the ordinary course of business to officers, directors or employees of the Company or any Restricted Subsidiary of the Company, including advances for travel and conducted on an arm’s length basismoving expenses; (6) any employment, exclusively between ▇▇▇▇▇▇ Publishing severance or termination agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (7) transactions with customers, suppliers or purchasers or sellers of goods or services which are fair to the Company and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that in the other party or parties to such joint venture are not Affiliates reasonable determination of ▇▇▇▇▇▇ Publishing, any the Board of its Restricted Subsidiaries or any Permitted HolderDirectors of the Company; and (6) 8) issuance of Qualified Capital Stock of the Loan Documents (as defined in Company and the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time granting of registration rights with respect to time in accordance with the Intercreditor Agreement, if applicablethat Qualified Capital Stock.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will notSo long as any of the Securities remain outstanding, and will not permit neither the Issuer nor any of its Restricted Subsidiaries to, (i) will directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease involving aggregate consideration in excess of $1,000,000 in any fiscal year with any Affiliate or exchange holder of 5% or more of any property class of Capital Stock of the Issuer (including any Affiliates of such holders) except for any transaction (including any loans or the rendering of any service) with, advances by or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than Affiliate) (i) the Tranche B Loan terms of which are fair and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in reasonable to the ordinary course of business 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 ▇▇▇▇▇▇ Publishing Issuer or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file are at least as favorable as the same with terms which could be obtained by the Trustee. If ▇▇▇▇▇▇ Publishing Issuer or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing or the relevant Restricted Subsidiary, as the case may be, from in a financial point comparable transaction made on an arm's length basis with Persons who are not such a holder, an Affiliate of viewsuch holder or Affiliate of the Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, from an Independent Financial Advisor if any) in the exercise of their fiduciary duties; provided that any such transaction shall be conclusively deemed to be on terms which are fair and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times reasonable to the restrictions set forth in clause Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with Persons who are not such a holder, an Affiliate of such holder or Affiliate of the Issuer if such transaction is approved by a majority of the Board of Directors (including a majority of the Issuer's independent directors, if any). This covenant does not apply to: (a) any transaction between the Issuer and any of its Wholly Owned Subsidiaries or between any of its Wholly Owned Subsidiaries; (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are Payment not otherwise prohibited by this Indenture; Section 3.10; (3c) The Services Agreement or, any transaction pursuant to an amendment or replacement agreement thereto so long in existence on the date of the Indenture and included as any such amendment or replacement thereto is not more disadvantageous an exhibit to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; Issuer's Exchange Act Reports; (4) Restricted Payments permitted by this Indenture; (5d) transactions in between the ordinary course of business Issuer and conducted on an arm’s length basisthe 1984 ESOP, exclusively between ▇▇▇▇▇▇ Publishing 1989 ESOP or any of its Restricted Subsidiaries and other employee benefit plan; or (e) any transaction with a joint venture to Subsidiary or a Permitted Joint Venture which ▇▇▇▇▇▇ Publishing would constitute a transaction with an Affiliate solely because the Issuer or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined Subsidiary owns an equity interest in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicablecontrols such Subsidiary or a Permitted Joint Venture.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Company shall not, and will shall not permit permit, cause or suffer any of its Restricted Subsidiaries Subsidiary to, (i) directly conduct any business or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates or any beneficial holder of 10% or more of any class of Equity Interests of the Company or any officer or director of the Company or any Restricted Subsidiary (each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business except 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, fair and notwithstanding anything reasonable to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of $2.5 million shall be approved by the Board of Directors of the Company, from such approval to be evidenced by a financial point resolution of viewsuch Board of Directors stating that such Board of Directors (including a majority of the disinterested directors) has determined that such transaction complies with the foregoing provisions. In addition to the foregoing, with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million or more, the Company must obtain a written opinion from an Independent Financial Advisor and file stating that the same with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary terms of ▇▇▇▇▇▇ Publishing enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing Company or the relevant Restricted Subsidiary, as the case may be, are fair from a financial point of view, from an Independent Financial Advisor and file . Notwithstanding the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section covenant shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf oftransactions with or among the Company and/or any of the Restricted Subsidiaries; provided, officershowever, directorsin any such case, employees no officer, director or consultants beneficial holder of ▇▇▇▇▇▇ Publishing 10% or more of any class of Equity Interests of the Company shall beneficially own any Voting Stock of any such Restricted Subsidiary (other than by reason of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board 38 its ownership of Directors or senior management; Equity Interests of the Company), (2ii) Affiliate Transactions transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3iii) The Services Agreement orany Restricted Payment permitted under Section 4.06, an amendment (iv) directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or replacement agreement thereto so long as any such amendment employee benefit plans, employee salaries and bonuses, employment agreements or replacement thereto is not more disadvantageous legal fees paid or created in the ordinary course of business and (v) payments pursuant to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 arrangements as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 1,000,000 shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million5,000,000, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section above shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Company's Board of Directors or senior management; ; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (3iii) The Services Agreement or, an any 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 thereto re- placement agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; ; (4iv) Restricted Payments permitted by this Indenture; ; (5v) transactions the Tax Sharing Agreement; (vi) employment agreements with officers and employees of the Company and its Restricted Subsidiaries, in the ordinary course of business business; (vii) loans and conducted on an arm’s length basisadvances to employees not to exceed $500,000 outstanding at any one time, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit ordinary course of business; (viii) provided that there is no existing Event of Default, payments pursuant to the terms of the Management Agreement; and (ix) as in effect arrangements with directors of the Company existing on the Issue Date, Date as such documents may be amended, restated, supplemented, or otherwise modified from time to time disclosed in accordance with the Intercreditor Agreement, if applicableOffering Memorandum.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 covenant and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from issued by an Independent Financial Advisor and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the . The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) first paragraph of this Section 4.11 shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any in one transaction or a series of related transactions (includingtransactions, without limitationsell, the purchaselease, saletransfer or otherwise dispose of any of its properties or assets to, lease or exchange of purchase any property or the rendering of assets from or enter into any service) contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of its their respective Affiliates (eacheach of the foregoing, an “"Affiliate Transaction”"), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably could 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 ▇▇▇▇▇▇ Publishing by the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting with an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan unrelated Person and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 Company delivers to the Trustee (a) with respect to any Affiliate of ▇▇▇▇▇▇ Publishing Transaction (or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plantransactions) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either million, an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) be approved above and a Secretary's Certificate which sets forth and authenticates a resolution that has been adopted by a vote of a majority of the Independent Disinterested Directors approving such Affiliate Transaction or states that there are no Disinterested Directors, in which case an opinion, as described in clause (b), shall be required and (b) with respect to any Affiliate Transaction (or series of ▇▇▇▇▇▇ Publishingrelated transactions) involving aggregate payments in excess of $5.0 million, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) certificates described in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable preceding clause (a) and an opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary, as the case may be, Subsidiary from a financial point of view, from view issued by an Independent Financial Advisor and file the same with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a partyAdvisor; provided, however, that the other party following shall not be deemed to be Affiliate Transactions: (i) transactions exclusively between or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its among (1) the Company and one or more Restricted Subsidiaries or (2) Restricted Subsidiaries, provided, in each case, that no Affiliate of the Company (other than any Permitted HolderPerson that is such an Affiliate solely because of the control of such Person by the Company) owns Capital Stock of any such Restricted Subsidiary; and (6ii) transactions between the Company or any Restricted Subsidiary and any qualified employee stock ownership plan established for the benefit of the Company's employees, or the establishment or maintenance of any such plan; (iii) reasonable director, officer and employee compensation and other benefit, and indemnification, arrangements approved by the Board of Directors; (iv) transactions permitted by Section 1011 hereof; (v) the Loan Documents (as defined in existence of, or the Senior Debt Credit Agreement) as performance by the Company or any Restricted Subsidiary under, the Management Services Agreement with respect to fees of up to $600,000 per year and any other agreement in effect on the Issue Date, as such documents may be amended, restated, supplementedagreement is in effect on the Issue Date or as amended thereafter in any manner no less favorable to the Holders; (vi) prepaid expenses and loans or advances to employees or directors of the Company or any of its Subsidiaries in the ordinary course of business; (vii) the pledge of Capital Stock of Unrestricted Subsidiaries to support the Indebtedness thereof; (viii) the entering into of a tax sharing agreement, or otherwise modified from time payments pursuant thereto, between the Company and/or one or more Subsidiaries, on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to time file a consolidated tax return or with which the Company or such Subsidiaries are or could be part of a consolidated group for tax purposes, on the other hand, which payments by the Company and its Restricted Subsidiaries are not in accordance with excess of the Intercreditor Agreement, if applicabletax liabilities that would have been payable by them on a stand-alone basis; and (ix) the issuance and sale by the Company to its Affiliates of Qualified Stock.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), having a value greater than $10.0 million other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 50.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 50.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to: (1) loans, advances and payments of reasonable fees and compensation paid (whether in cash or the issuance of Capital Stock of the Company) to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company in the ordinary course of business or as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an any 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 thereto agreement, taken as a whole, is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) any transaction on arm’s-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction; (5) any employment, consulting and severance arrangements entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (6) the issuance and sale of Qualified Capital Stock; (7) Permitted Investments and Restricted Payments permitted by this Indenture;; and (5) transactions 8) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, directors, officers and employees of the Company and the Restricted Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Company and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its the Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSubsidiaries.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will The Borrower shall not, and will shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its Restricted Subsidiaries properties or assets to, (i) directly or indirectlypurchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Borrower (eacheach of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or --91- consideration in excess of $10.0 million, other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is on terms that are no not materially less favorable to the Borrower or the relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing by the Borrower or such Restricted Subsidiary or with an unrelated Person and (ii) materially amend, modify or waive the Borrower delivers to the Agent with respect to any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in effect on excess of $25.0 million, a Board Resolution adopted by the date hereof; provided, 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 Services Agreement may be amended as provided for in Section 4.24such Affiliate Transaction complies with subclause (i) above. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions The limitations set forth in clause (a) of this Section 6.05 shall not apply to: (1i) 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 compensation paid to and indemnity indemnities provided on behalf of, officers, directors, managers, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishingthe Borrower, any of its direct or indirect parent companies or any Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this IndentureSubsidiary; (3iv) The Services Agreement or[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 a financial point of view or meets the requirements of subclause (a)(i) of this Section 6.05; (vi) (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 a Restricted Subsidiary 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 Affiliates or Immediate Family Members) that are, in each case, approved by the Borrower in good faith; (vii) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 6.05, or any amendment or replacement agreement thereto (so long as any such amendment or replacement thereto is not more disadvantageous to the Holders Lenders when taken as a whole in any material respect than as compared to the Services Agreement, as amended in accordance with Section 4.24 applicable agreement as in effect on the Issue DateClosing Date as reasonably determined in good faith by the Borrower); (4viii) Restricted Payments permitted by this Indenture[Reserved]; (5ix) [Reserved]; (x) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted 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 at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party; (xi) [reserved]; (xii) sales of accounts receivable, exclusively between ▇▇▇▇▇▇ Publishing payment intangibles and related assets or participations therein, in connection with any of its Restricted Subsidiaries Receivables Facility and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted HolderStandard Receivables Facility Undertakings; (xiii) [reserved]; and (6xiv) the Loan Documents (as defined payments to or from, and transactions with, any joint venture in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableordinary course of business.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company and the Issuer will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, (i) directly make any loan, advance, guarantee or indirectlycapital contribution to, enter into or permit to exist any transaction for the benefit of, or series of related transactions (includingsell, without limitationlease, the purchase, sale, lease transfer or exchange otherwise dispose of any property or assets to or for the rendering of benefit of, or purchase or lease any service) property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, any Affiliate of its the 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”"), other than (x) except for any Affiliate Transactions specifically permitted under subsections (1) through (6) Transaction the terms of clause (d) of this Section 4.11 and (y) Affiliate Transactions in which are at least as favorable as the ordinary course of business on terms that are no less favorable than those that might reasonably have been which could be obtained by the Company, the Issuer or such Restricted Subsidiary, as the case may be, in a comparable transaction at such time made on an arm’s-arm's length basis from with Persons who are not such a Person that is not holder, an Affiliate of ▇▇▇▇▇▇ Publishing such a holder or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on of the date hereof; provided, that Company or any of the Services Agreement may be amended as provided for in Section 4.24Company's Subsidiaries. (b) So long as any Notes are outstandingIn addition, the Company and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing Issuer will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, make or permit to exist any intercompany loans from any Obligor to any enter into an Affiliate thereof that is not an Obligor other than Transaction unless: (i) with respect to any such Affiliate Transaction involving or having a value of more than $1 million, the Tranche B Loan and Company shall have (iix) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in obtained the ordinary course approval of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Board of Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors the Company and (y) either obtained the approval of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with majority of the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior Company's disinterested directors or obtained an opinion of a qualified independent financial advisor to the consummation thereof, obtain a favorable opinion as to the fairness of effect that such Affiliate Transaction is fair to ▇▇▇▇▇▇ Publishing the Company, the Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same and (ii) with the Trustee. If ▇▇▇▇▇▇ Publishing or respect to any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing enters into an such Affiliate Transaction (involving or having a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5.0 10 million, ▇▇▇▇▇▇ Publishing shall, prior the Company shall have (x) obtained the approval of a majority of the Board of Directors of the Company and (y) delivered to the consummation thereof, obtain Trustee an opinion of a favorable opinion as qualified independent financial advisor to the fairness of effect that such transaction Affiliate Transaction is fair to the Company, the Issuer or series of related transactions to ▇▇▇▇▇▇ Publishing or the relevant such 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. (dc) Except as expressly permitted below and subject at all times to Notwithstanding the restrictions set forth in clause (b) of this Sectionforegoing, the restrictions set forth in clause (a) of this Section shall an Affiliate Transaction will not apply toinclude: (1i) any contract, agreement or understanding with, or for the benefit of, or plan for the benefit of, employees of the Company or its Subsidiaries generally (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 3.3 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 to the extent the applicable amount constitutes a Restricted Payment permitted by the 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 other transfers or dispositions of mortgages and collateralized mortgage obligations in the ordinary course of business between Restricted Subsidiaries and Unrestricted Subsidiaries of the Company, and (vii) the payment of reasonable and customary fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company, the Issuer or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSubsidiary.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (dc) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to the Company or 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 5.0 million shall either (i) be approved by a majority of members of the Independent Board of Directors of ▇▇▇▇▇▇ Publishingthe Company or such Restricted Subsidiary (including a majority of the disinterested members thereof), but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to as part of a common plan) that involves an aggregate fair market value Fair Market Value of more than $5.0 10.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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 TrusteeAdvisor. (dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause clauses (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to: (1) reasonable fees and customary directors’ fees, indemnification and similar arrangements, employees’ salaries, bonuses or employment agreements, compensation paid to or employee benefit arrangements and indemnity provided on behalf ofincentive arrangements with any officer, officers, directors, employees director or consultants employee of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary entered into in the ordinary course of ▇▇▇▇▇▇ Publishing business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior managementDirectors; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement orany agreement as in effect as of the Issue Date or any amendment, an amendment supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring thereof or thereto or any transaction contemplated by any of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement thereto restructuring is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) Restricted Payments permitted payments to permit payments for NACG Preferred or Holdings’ employees and officers and directors similar to those provided in clause (1) above and payments by this Indenturethe Company in an amount not to exceed, in the aggregate, in any calendar year, $1.0 million to the Equity Investors pursuant to the Advisory Services Agreement for advisory services and transactions fees; (5) transactions loans or advances to directors, officers or employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year; (6) Restricted Payments, Permitted Investments described in clause (6), (11), (12), (13) or (16) of the definition thereof and conducted on intercompany Indebtedness described in clause (6) or (7) of the definition of the term “Permitted Indebtedness”; (7) any transaction with an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing Affiliate where the only consideration paid by the Company or any Restricted Subsidiary is Qualified Capital Stock of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing the Company or Holdings; (8) sales of Capital Stock (other than Disqualified Capital Stock) of the Company or any such Capital Stock of its Restricted Subsidiaries is a party; providedHoldings that has been contributed to the Company, howeverin each case, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holderthe Company; and (69) if NACG Preferred files a consolidated or combined return on behalf of itself and the Loan Documents (as defined Company and/or any Restricted Subsidiary of the Company following an enabling change in the Senior Debt Credit AgreementIncome Tax Act (Canada), payments to or other transactions with NACG Preferred pursuant to any tax sharing agreement approved by the Board of Directors of the Company or the relevant Restricted Subsidiary between the Company (or any Restricted Subsidiary) as in effect on and any other Person with which the Issue DateCompany (or Restricted Subsidiary) files a consolidated tax return or with which the Company (or Restricted Subsidiary) is part of a consolidated group for tax purposes, as such documents may be amended, restated, supplemented, or otherwise modified but only to the extent that amounts payable from time to time by the Company under any such agreement do not exceed the corresponding tax payments that the Company would have been required to make to any relevant taxing authority had the Company not joined in accordance with such consolidated or combined return, but instead had filed returns including only the Intercreditor Agreement, if applicableCompany.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable favorable, taken as a whole, than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-arm's length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing Holdings or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 500,000 shall either (i) be approved by a majority the Board of the Independent Directors of ▇▇▇▇▇▇ PublishingHoldings or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing Holdings or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million1,500,000, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing Holdings 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing Holdings or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing in the ordinary course as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Board of Directors of Holdings or senior management; such Restricted Subsidiary; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, Holdings and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; the Indentures; (3iii) The Services Agreement or, an any written agreement as in effect as of the Original Issue Date or any amendment thereto or replacement agreement any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 agreement as in effect on the Original Issue Date; ); (4iv) loans or advances to employees of Holdings or any Restricted Payments permitted by this Indenture; Subsidiary (5other than Permitted Holders) transactions in the ordinary course of business and conducted on in an arm’s length basisaggregate amount not to exceed $250,000 at any one time outstanding; (v) payments (A) to P&E Properties, exclusively between ▇▇▇▇▇▇ Publishing Inc. or any of its Restricted Subsidiaries Affiliates in an aggregate amount not to exceed $600,000 in any fiscal year to pay management fees and a joint venture (B) to which ▇▇▇▇▇▇ Publishing reimburse P&E Properties, Inc. or any of its Restricted Subsidiaries is a partyAffiliates for reasonable services and out-of-pocket and other costs and expenses actually incurred in connection with such services; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and and (6vi) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicablepayments permitted by Section 4.04.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1) through (6) of clause (dc) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business on terms taken as a whole that are no less favorable to the Company or the relevant Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common planTransactions) involving aggregate payments or other property with a fair market value in excess of $1.0 5.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common planTransactions) that involves an aggregate fair market value of more than $5.0 15.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (dc) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to: (1) reasonable fees any employment, compensation, benefit or indemnification agreement or arrangement (and compensation paid to and indemnity provided on behalf of, officers, directors, employees any payments or consultants of ▇▇▇▇▇▇ Publishing other transactions pursuant thereto) entered into by the Company or any of its Restricted Subsidiary Subsidiaries in the ordinary course of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors business with an officer, employee or senior managementdirector and any transactions pursuant to stock option plans, stock ownership plans and employee benefit plans or arrangements; (2) Affiliate Transactions transactions between or among ▇▇▇▇▇▇ Publishing, the Company and/or any of its Restricted Subsidiaries (including any Person that are Guarantors or exclusively between or among becomes a Restricted Subsidiary as a result of such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenturetransaction); (3) The Services Agreement or, an any 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 thereto agreement taken as a whole is not more disadvantageous to the Holders of Notes in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) payment of fees to directors who are not employees of the Company; (5) sales of Capital Stock (other than Disqualified Capital Stock) to Affiliates of the Company; (6) loans or advances to employees or consultants in the ordinary course of business of the Company or its Restricted Subsidiaries; (7) in the case of joint ventures in which the Company or any Restricted Subsidiary has an interest, so long as the other parties to the joint venture that are not Affiliates of the Company own at least 50% of the equity of such joint venture, transactions between such joint venture and the Company or any Restricted Subsidiary; (8) Restricted Payments permitted by this Indenture;; or (59) transactions between a Receivables Subsidiary and any Person in which the ordinary course of business and conducted on Receivables Subsidiary has an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing Investment or any other transactions in connection with a Receivables Program of its the Company or a Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSubsidiary.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, (i) directly Directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property Property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business 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’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Borrower or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions other member of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Consolidated Group. 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 Property with a fair market value in excess of $1.0 million 2,000,000 shall either (i) be approved by a majority the Board of Directors of the Independent Directors respective member of ▇▇▇▇▇▇ Publishingthe Consolidated Group, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary a member of ▇▇▇▇▇▇ Publishing the Consolidated Group 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 $5.0 million5,000,000, ▇▇▇▇▇▇ Publishing the Borrower or other member of the Consolidated Group, 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 ▇▇▇▇▇▇ Publishing the Borrower or other relevant member of the relevant Restricted SubsidiaryConsolidated Group, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdministrative Agent. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) the first paragraph of this Section, the restrictions set forth in clause (a) of this Section covenant shall not apply to: (1) reasonable fees and compensation (including severance payments and compensation in the form of securities) and customary expense, reimbursement paid to and indemnity and reimbursement provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Borrower or any Restricted Subsidiary member of ▇▇▇▇▇▇ Publishing the Consolidated Group as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Borrower's Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Borrower or any of its Restricted Subsidiaries that are Guarantors the members of the Consolidated Group or exclusively between or among such Restricted Subsidiariesmembers of the Consolidated Group, provided such transactions are not otherwise prohibited by this Indenturehereunder; (3) The Services Agreement ortransactions pursuant to or contemplated by any agreement as in effect as of April 6, an 1999 or any amendment thereto or any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Lenders hereunder in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue DateApril 6, 1999; (4) Restricted Payments permitted by this Indenture;loans and advances to employees or officers which constitute Permitted Investments hereunder; and (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicablePayments permitted hereunder.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will NATG shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, with or for the benefit of, of any of its Affiliates Affiliate (each, each an “"Affiliate Transaction”), ") other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 the following paragraph and (yii) Affiliate Transactions in the ordinary course of business on terms that are no less favorable to NATG or such Restricted Subsidiary, as the case may be, than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing NATG or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 2.5 million shall either (i) be approved by a majority the Board of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing NATG or such Restricted Subsidiary, as the case may be, from such approval to be evidenced by a financial point resolution stating that such Board of view, from an Independent Financial Advisor and file the same Directors has determined that such transaction complies with the Trusteeforegoing provisions. If ▇▇▇▇▇▇ Publishing NATG or any such Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 10.0 million, ▇▇▇▇▇▇ Publishing NATG or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to that the fairness Affiliate Transaction complies with the requirements of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, this covenant from an Independent Financial Advisor and file the same with the Trustee. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (b) of this Section, the restrictions set forth in clause paragraph (a) of this Section shall not apply to: : (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees employees, agents or consultants of ▇▇▇▇▇▇ Publishing Parent, NATG or any Restricted Subsidiary Subsidiaries of ▇▇▇▇▇▇ Publishing NATG as determined in good faith by ▇▇▇▇▇▇ Publishing’s Parent's Board of Directors or senior management; officers; (2ii) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or transactions exclusively between or among such any of NATG or any Restricted SubsidiariesSubsidiaries of NATG; provided, provided that such transactions are not otherwise prohibited by this Indenture; ; (3iii) The Services Agreement or, an any 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 thereto agreement is not more disadvantageous to NATG or its Subsidiaries, as the Holders case may be, in any material respect respect, than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; ; (4iv) Restricted Payments permitted by this Indenture; under Section 4.3; (5v) transactions any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans of Parent entered into in the ordinary course of business and conducted on an arm’s length basisapproved by Parent's Board of Directors; (vi) the payment of reasonable and customary management, exclusively between ▇consulting and advisory fees and related out of pocket expenses of WSP and its Affiliates, including, without limitation, in connection with acquisitions, divestitures, or financings by Parent or any of its Restricted Subsidiaries, in each case as may be approved by the Board of Directors of Parent in good faith; (vii) loans and advances to employees and officers of Parent and its Restricted Subsidiaries in the ordinary course of business for bona fide business purposes not in excess of $1.0 million at any time outstanding; (viii) indemnification agreements provided for the benefit of Parent or any Restricted Subsidiary of Parent from officers, directors, employees agents or consultants of Parent or any Restricted Subsidiary of Parent; (ix) transactions effected as part of a Qualified Receivables Transaction; and (x) the payment to Jack ▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing consulting services pursuant to his consulting agreement with Parent and its Subsidiaries as in effect as of the Issue Date or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries amendment thereto or any Permitted Holder; and transaction contemplated thereby (6including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to Parent or its Subsidiaries, as the Loan Documents (as defined case may be, in any material respect than the Senior Debt Credit Agreement) original agreement as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (ai) ▇▇▇▇▇▇ Publishing Lessee will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (xA) Affiliate Transactions specifically permitted under subsections paragraph (1ii) through (6) of clause (d) of this Section 4.11 below and (yB) Affiliate Transactions in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable -43- 45 transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing Lessee or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 5,000,000 shall either (i) be approved by a majority the unaffiliated members of the Independent Board of Directors of ▇▇▇▇▇▇ PublishingLessee or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent unaffiliated members of the Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing Lessee or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing Lessee 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 $5.0 million10,000,000, ▇▇▇▇▇▇ Publishing Lessee 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 ▇▇▇▇▇▇ Publishing Lessee or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor a nationally recognized firm qualified to do the business for which it is engaged and file the same with the Indenture Trustee. (dii) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause (bi) of this Section, the restrictions set forth in clause (a) of this Section above shall not apply to: to (1A) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing Lessee or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing Lessee as determined in good faith by ▇▇▇▇▇▇ Publishing’s Lessee's Board of Directors or senior management; ; (2B) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, Lessee and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; Agreement; (3C) The any agreement as in effect as of the Issue Date (including, but not limited to, the Weat▇▇▇▇▇▇▇ ▇▇▇nsition Services Agreement orAgreement) or any amendment thereto or any transaction contemplated thereby (including, an but not limited to, pursuant to any amendment or thereto) in any replacement agreement thereto so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders Tranche A Noteholders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; ; (4D) Restricted Payments permitted by this Indenture; Section 9.2(b); (5E) transactions the Tax Sharing Agreement; (F) employment agreements with officers and employees of Lessee and its Restricted Subsidiaries, in the ordinary course of business; (G) loans and advances to employees not to exceed $5,000,000 outstanding at any one time, in the ordinary course of business; (H) arrangements with directors of Lessee existing on the Issue Date as disclosed in the Offering Memorandum; (I) the Acquisition of Gas Services International Ltd. and related entities including International Pumps & Compressions Pty. Ltd. for consideration of approximately $21 million, if consummated within six (6) months of the Issue Date, and documents related thereto; and (J) the provision of compression or related services to Weat▇▇▇▇▇▇▇ ▇▇ any other Affiliate in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a partymarket terms; provided, however, that if aggregate payments or property involved in any such transaction or series of related transactions exceeds $5,000,000, such transaction or transactions shall be approved by the other party or parties to such joint venture are not Affiliates unaffiliated members of ▇▇▇▇▇▇ Publishing, any the Board of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableDirectors of Lessee.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing Parent will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property assets or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) the third paragraph of this Section 4.11 covenant below and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing Parent or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 assets with a fair market value in excess of $1.0 10.0 million shall either (i) be approved by a majority the Board of the Independent Directors of ▇▇▇▇▇▇ PublishingParent or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing Parent or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing Parent 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 $5.0 25.0 million, ▇▇▇▇▇▇ Publishing Parent or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as from an Independent Financial Advisor that (a) the terms thereof are no less favorable to the fairness Relevant Party than the terms that might reasonably be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of Parent or such Restricted Subsidiary or (b) such transaction or series of related transactions are fair to ▇▇▇▇▇▇ Publishing or the relevant Restricted Subsidiary, as the case may be, Relevant Party from a financial point of view, from an Independent Financial Advisor and file the same such opinion with the Trustee. “Relevant Party” means (x) in any transaction involving the Company or any Guarantor, the Company and the Guarantors involved and (y) in any other transaction, the Restricted Subsidiaries involved. (dc) Except as expressly permitted below Section 4.14(a) and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply to: (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing Parent or any of its Restricted Subsidiary of ▇▇▇▇▇▇ Publishing Subsidiaries as determined in good faith by ▇▇▇▇▇▇ PublishingParent’s Board of Directors or senior management; (2ii) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or transactions exclusively between or among such the Parent and/or one or more of its Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3iii) The Services Agreement or, an transactions with Parent’s Australian Subsidiaries in the ordinary course of business; (iv) any agreement existing on the date of this Indenture or any amendment thereto or replacement agreement thereto thereof or any transaction contemplated thereby so long as any such amendment or replacement thereto agreement is not more disadvantageous to the Holders no less favorable in any material respect to the Holders than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Datedate of this Indenture; (4v) Restricted Payments permitted by this IndentureSection 4.11 and Permitted Investments; (5vi) issuance or sale of Qualified Equity Interests of Parent; (vii) transactions effected as part of a Qualified Receivables Transaction; (viii) the existence of, or the performance by Parent 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 date of this Indenture and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Parent 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 date of this Indenture shall only be permitted by this clause (viii) to the extent that the terms of any such amendment or new agreement are not disadvantageous to the Holders of the Securities in any material respect; and (ix) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any otherwise in compliance with the terms of this Indenture which are fair to Parent and its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on reasonable determination of the Issue Date, as such documents may be amended, restated, supplementedBoard of Directors of Parent, or otherwise modified are on terms at least as favorable as might reasonably have been obtained at such time from time to time in accordance with the Intercreditor Agreement, if applicablean unaffiliated party.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1) through (6) of clause (db) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 7.5 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (db) Except as expressly permitted below and subject at all times to the The restrictions set forth in clause paragraphs (a) and (b) of this Section, the restrictions set forth in clause (a) of this Section 4.11 shall not apply to: (1) loans, advances and payments of reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an any 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 thereto agreement, taken as a whole, is not materially more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) any transaction on arm’s length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction; (5) any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (6) the issuance and sale of Qualified Capital Stock; and (7) Permitted Investments and Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicable.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, an “Affiliate Transaction”), other than unless (xi) such Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business Transaction is 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 ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at (A) if such time on an arm’s-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing Transaction (or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common planTransactions) involving involves aggregate payments or other property with a fair market value consideration in excess of $1.0 million shall either million, the terms of such Affiliate Transaction (ior series of related Affiliate Transactions) be have been approved by the Board of Directors of the Company, including a majority of the Independent Directors Disinterested Directors, of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, the Company or such approval Restricted Subsidiary pursuant to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction Affiliate Transaction (or series of related Affiliate Transactions) complies with the foregoing provisions or, clause (iii) in the event above and (B) if there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior no Disinterested Directors with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing (or series of related Affiliate Transactions), the Company or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain obtains a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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 files the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section 4.11 shall not apply to: (1) any employment agreement, employee benefit plan, officer or director indemnification agreement, compensation or severance agreement or any similar arrangement entered into by the Company or any of its Restricted Subsidiaries or any direct or indirect parent of the Company in the ordinary course of business and payments pursuant thereto; (2) transactions between or among the Company and any of 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, the Capital Stock of, or controls, such Person; (4) payment of reasonable and customary fees and compensation paid reimbursements of expenses (pursuant to and indemnity provided on behalf of, arrangements or otherwise) of officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between any direct or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to indirect parent of the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as in effect on the Issue Date; (4) Restricted Payments permitted by this IndentureCompany; (5) any issuance of Capital Stock (other than Disqualified Capital Stock) of the Company to Affiliates of the Company; (6) Restricted Payments (or any transactions in specifically excluded from the ordinary course definition of business the term “Restricted Payments”) that do not violate the provisions Section 4.07 hereof and conducted on an arm’s length basis, exclusively Permitted Investments; (7) transactions between ▇▇▇▇▇▇ Publishing the Company or any of its Restricted Subsidiaries and any Person that would not otherwise constitute an Affiliate Transaction except for the fact that one director of such other Person is also a director of the Company or such Restricted Subsidiary, as applicable; provided that such director abstains from voting as a director of the Company or such Restricted Subsidiary, as applicable, on any matter involving such other Person; (8) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services (including pursuant to joint venture agreements) or lessors or lessees of property in the ordinary course of business on terms, taken as a whole, that are no less favorable in any material respect than would have been obtained at such time from a Person that is not an Affiliate of the Company, as reasonably determined by the Company; (9) payments or transactions arising under or contemplated by any contract, agreement, instrument or arrangement in effect on the date of this Indenture, as amended, modified or replaced from time to time so long as the amended, modified or new agreements, taken as a whole at the time such amendments, modifications or replacements are executed, are not materially less favorable to the Company and its Restricted Subsidiaries, taken as a whole, than those in effect on the date of this Indenture, as reasonably determined by the Company; (10) any transaction with respect to which ▇▇▇▇▇▇ Publishing the Company has obtained an opinion from an independent accounting, appraisal or investment banking firm of national standing to the effect that such transaction is fair from a financial point of view to the Company and its Restricted Subsidiaries, as applicable; (11) any Affiliate Transaction with a Person in its capacity as a holder of Indebtedness or Capital Stock of the Company or any Restricted Subsidiary of its Restricted Subsidiaries the Company; provided that such Person is a party; provided, however, that treated no more favorably than the other party holders of Indebtedness or parties Capital Stock of the Company or such Restricted Subsidiary, as reasonably determined by the Board of Directors of the Company; (12) any transaction related to such joint venture are not Affiliates the implementation of ▇▇▇▇▇▇ Publishing, any the Plan of its Restricted Subsidiaries or any Permitted HolderReorganization; and (613) the Loan Documents (as defined loans or advances to employees in the Senior Debt Credit Agreement) as ordinary course of business not to exceed $2.5 million in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from aggregate at any one time to time in accordance with the Intercreditor Agreement, if applicableoutstanding.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction transaction, contract, agreement, understanding, loan, advance or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of its Affiliates the Company in any transaction or series of related transactions (eacheach of the foregoing, an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections involving aggregate payments or consideration in excess of $20.0 million unless: (1) through (6) of clause (d) of this Section 4.11 and (y) such Affiliate Transactions Transaction, as determined by the Company in the ordinary course of business good faith, is on terms that are no not materially less favorable to the Company or its relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at by the Company or such time Restricted Subsidiary with an unrelated Person on an arm’s-length basis from a Person that is not basis; (2) the Company delivers to the Trustee an Affiliate of ▇▇▇▇▇▇ Publishing or Officer’s Certificate with respect to such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, stating that the Services Agreement may be amended as provided for in Section 4.24.Company has approved such Affiliate Transaction and stating that such Affiliate Transaction complies with clause (1) above; and (b3) So long as for any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make transaction or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving transactions with an aggregate payments or other property with a fair market value in excess of $1.0 50.0 million shall either (i) be or more, such Affiliate Transaction has been approved by a majority of the Independent Directors disinterested members of ▇▇▇▇▇▇ Publishingthe board of directors of the Company, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the if any. The foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such 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. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to ▇▇▇▇▇▇ Publishing 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall will not apply to: (1) payment of reasonable fees and compensation paid to to, or loans made to, and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing (including any employment agreements, employee benefit plans or indemnification agreements entered into with such persons) as determined determined, in good faith faith, by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior managementthe Company; (2) Affiliate Transactions any transaction between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this IndentureSubsidiaries of the Company; (3) The Services Agreement or, an any agreement as in effect as of the Spin-Off Date (including the Separation and Distribution Documents) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto so long as any such amendment or replacement thereto is agreement is, as determined by the Company, not more materially disadvantageous to the Holders in any material respect Company or such Restricted Subsidiary when taken as a whole than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue DateSpin-Off Date or as described in the Offering Memorandum; (4) Permitted Investments and Restricted Payments permitted by this Indenture; (5) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and conducted otherwise in compliance with the terms of this Indenture which are, in the determination of the Company, fair to the Company and its Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an arm’s length basisunaffiliated party; (6) commercially reasonable transactions between the Company or a Restricted Subsidiary and any joint venture or any Unrestricted Subsidiary and otherwise in compliance with the terms of this Indenture which are, exclusively between ▇▇▇▇▇▇ Publishing in the determination of the Company at the time of entry into such transactions, fair to the Company and its Restricted Subsidiaries or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (7) the issuance or sale of any Equity Interests of the Company; (8) transactions with respect to which the Company or any Restricted Subsidiary delivers to the Trustee a letter from an independent investment banking or accounting firm or any third party appraiser of national or international standing stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (1) of the preceding paragraph; (9) transactions with Persons that are Affiliates of the Company solely because the Company or any of its Restricted Subsidiaries and a joint venture to which ▇▇▇▇▇▇ Publishing owns an Equity Interest in or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to otherwise controls such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted HolderPerson; and (610) the Loan Documents (as defined any transaction related to or in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance connection with the Intercreditor Agreement, if applicableTransactions.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “Affiliate Transaction”), other than (x) Affiliate Transactions specifically permitted under subsections (1) through (6) of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business 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-arm’s length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24Subsidiary. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1.0 10.0 million shall either (i) be approved by a majority the Board of Directors of the Independent Directors of ▇▇▇▇▇▇ PublishingCompany or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 Fair Market Value of more than $5.0 35.0 million, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing 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. (dc) Except as expressly permitted below and The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject at all times to the restrictions set forth in clause provisions of Sections 4.12(a) and (b) of this Section, the restrictions set forth in clause (a) of this Section shall not apply tohereof: (1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing the Company or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing the Company as determined in good faith by ▇▇▇▇▇▇ Publishingthe Company’s Board of Directors or senior management; (2) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, the Company and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an any 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 thereto agreement is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 original agreement as in effect on the Issue Date; (4) Restricted Payments permitted by this Indenture;transactions effected as part of a Permitted Securitization Transaction; and (5) transactions in the ordinary course of business and conducted on an arm’s length basis, exclusively between ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries and a joint venture Payments made pursuant to which ▇▇▇▇▇▇ Publishing or any of its Restricted Subsidiaries is a party; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSection 4.07 hereof.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing will Holdings shall not, and will shall not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each, each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions specifically permitted under subsections paragraph (1b) through (6) of clause (d) of this Section 4.11 below and (y) Affiliate Transactions in the ordinary course of business on terms that are no less favorable favorable, taken as a whole, than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of ▇▇▇▇▇▇ Publishing Holdings or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1.0 million 500,000 shall either (i) be approved by a majority the Board of the Independent Directors of ▇▇▇▇▇▇ PublishingHoldings or such Restricted Subsidiary, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishingas the case may be, such approval to be evidenced by a Board Resolution stating that such Independent Board of Directors have has determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trusteeprovisions. If ▇▇▇▇▇▇ Publishing Holdings or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing 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 $5.0 million1,500,000, ▇▇▇▇▇▇ Publishing 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 ▇▇▇▇▇▇ Publishing Holdings 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. (d) Except as expressly permitted below and subject at all times to the restrictions set forth in clause (b) of this Section, the The restrictions set forth in clause (a) of this Section shall not apply to: to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing Holdings or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing in the ordinary course as determined in good faith by ▇▇▇▇▇▇ Publishing’s the Board of Directors of Holdings or senior management; such Restricted Subsidiary; (2ii) Affiliate Transactions transactions exclusively between or among ▇▇▇▇▇▇ Publishing, Holdings and any of its Wholly Owned Restricted Subsidiaries that are Guarantors or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; the Indentures; (3iii) The Services Agreement or, an any written agreement as in effect as of the Issue Date or any amendment thereto or replacement agreement any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 agreement as in effect on the Issue Date; ); (4iv) loans or advances to employees of Holdings or any Restricted Payments permitted by this Indenture; Subsidiary (5other than Permitted Holders) transactions in the ordinary course of business and conducted on in an arm’s length basisaggregate amount not to exceed $250,000 at any one time outstanding; (v) payments (A) to P&E Properties, exclusively between ▇▇▇▇▇▇ Publishing Inc. or any of its Restricted Subsidiaries Affiliates in an aggregate amount not to exceed $600,000 in any fiscal year to pay management fees and a joint venture (B) to which ▇▇▇▇▇▇ Publishing reimburse P&E Properties, Inc. or any of its Restricted Subsidiaries is a partyAffiliates for reasonable services and out-of-pocket and other costs and expenses actually incurred in connection with such services; provided, however, that the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries or any Permitted Holder; and and (6vi) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicablepayments permitted by Section 4.04.

Limitations on Transactions with Affiliates. (a) ▇▇▇▇▇▇ Publishing The Company will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, the sale, purchase, saleexchange or lease of assets, lease or exchange of any property or services) with any Affiliate of the rendering of any service) with, or for Company (except that the benefit of, Company and any of its Affiliates Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (each, an “Affiliate Transaction”), other than (xi) Affiliate Transactions specifically permitted under subsections (1) through (6) such transactions or series of clause (d) of this Section 4.11 and (y) Affiliate Transactions in the ordinary course of business related transactions is 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 ▇▇▇▇▇▇ Publishing to the Company or such Restricted Subsidiary or (ii) materially amend, modify or waive any provisions of any agreement, whether written or oral, respecting an Affiliate Transaction in effect on the date hereof; provided, that the Services Agreement may be amended as provided for in Section 4.24. (b) So long as any Notes are outstanding, and notwithstanding anything to the contrary herein, ▇▇▇▇▇▇ Publishing will not, and will not permit any of its Restricted Subsidiaries to, make or permit to exist any intercompany loans from any Obligor to any Affiliate thereof that is not an Obligor other than (i) the Tranche B Loan and (ii) short term intercompany payables between ▇▇▇▇▇▇ Publishing and ▇▇▇▇▇▇ Communications incurred in the ordinary course of business 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 ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary consistent with past practices which are settled monthly. (c) 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 $1.0 million shall either (i) be approved by a majority of the Independent Directors of ▇▇▇▇▇▇ Publishing, but in no event fewer than two Independent Directors of ▇▇▇▇▇▇ Publishing, such approval to be evidenced by a Board Resolution stating that such Independent Directors have determined that such transaction complies with the foregoing provisions or, (ii) in the event there are fewer than two such Independent Directors, ▇▇▇▇▇▇ Publishing shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction to ▇▇▇▇▇▇ Publishing or such Restricted Subsidiary, as the case may be, from than would be available in a financial point of view, from comparable transaction in an Independent Financial Advisor and file the same arm's length dealing with the Trustee. If ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing enters into a Person that is not such an Affiliate Transaction (or or, in the absence of such a series comparable transaction, on terms that the relevant Board of related Affiliate Transactions related Directors determines in good faith would be offered to a common planPerson that is not an Affiliate; (ii) that involves an aggregate fair market value of more than $5.0 million, ▇▇▇▇▇▇ Publishing shall, prior with respect to the consummation thereof, obtain a favorable opinion as to the fairness of such any transaction or series of related transactions involving aggregate payments in excess of $250,000, the Company delivers an Officers' Certificate to ▇▇▇▇▇▇ Publishing the Trustee certifying that such transaction or series of transactions complies with clause (i) above and has been approved by a majority of the Disinterested Directors of the relevant Restricted Board of Directors of the Company or such Subsidiary, as the case may be; and (iii) with respect to any transaction or series of related transaction involving aggregate payments in excess of $1,000,000, or in the event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required and (y) in all other cases, the Company delivers to the Trustee a written opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (d) Except as expressly permitted below and subject at all times to the restrictions . The limitations set forth in clause (b) of this Section, the restrictions set forth in clause (a) of this Section shall paragraph will not apply to: to (1i) reasonable fees and compensation paid transactions entered into pursuant to and indemnity provided on behalf of, officers, directors, employees or consultants of ▇▇▇▇▇▇ Publishing or any Restricted Subsidiary of ▇▇▇▇▇▇ Publishing as determined in good faith by ▇▇▇▇▇▇ Publishing’s Board of Directors or senior management; (2) Affiliate Transactions between or among ▇▇▇▇▇▇ Publishing, any of its Restricted Subsidiaries that are Guarantors or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (3) The Services Agreement or, an amendment or replacement agreement thereto so long as any such amendment or replacement thereto is not more disadvantageous to the Holders in any material respect than the Services Agreement, as amended in accordance with Section 4.24 as already in effect on the Issue Date; Date and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Subsidiary, (4ii) Restricted Payments permitted by this Indenture; (5) transactions in the ordinary course of business and conducted normal banking relationships with an Affiliate on an arm’s arms' length basis, exclusively between ▇▇▇▇▇▇ Publishing (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Subsidiary (including a majority of the Disinterested Directors), as the case may be, (iv) any permitted Restricted Subsidiaries Payment or Permitted Payment, (v) any transaction or series of transactions in which the total amount involved does not exceed $125,000, or (vi) services rendered and a joint venture to which ▇▇▇▇▇▇ Publishing obligations incurred by the Company or any of its Restricted Subsidiaries is a party; provided, however, that pursuant to existing agreements or agreements between the other party or parties to such joint venture are not Affiliates of ▇▇▇▇▇▇ Publishing, Company and/or any of its Restricted Subsidiaries or any Permitted Holder; and (6) the Loan Documents (as defined in the Senior Debt Credit Agreement) as in effect on the Issue Date, as such documents may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the Intercreditor Agreement, if applicableSubsidiaries.