Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and an unrelated Person. The Board of Managers of the Company or the Board of Managers of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million. This approval must be evidenced by a Board Resolution that states that the applicable Board of Managers has determined that the transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves an aggregate Fair Market Value of more than $50.0 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtedness.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (bc) below of this Section and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or such Restricted Subsidiary (as determined in good faith by the Board of Managers Directors of the relevant Restricted Subsidiary must approve Company). (b) All Affiliate Transactions (and each series of related Affiliate Transaction to Transactions which they are similar or part of a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 1.0 million must be approved by the Company’s Board of Directors or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 2.5 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of thereof, obtain a written opinion stating that the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions Affiliate Transactions is (i) fair to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor or (ii) on terms not less favorable than might have been obtained in a comparable transaction at such time on an arm’s length basis from a Person who is not an Affiliate, and file the same with the Trustee. (bc) The restrictions set forth in clause paragraphs (a) and (b) shall not apply to to: (i) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement, health, option, deferred compensation and other benefits plans) to officers and employees of the Company) paid to to, and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv) Restricted Payments or Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited permitted by this Indenture; and (viv) transactions with distributors or other purchases or sales the issuance of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers Qualified Capital Stock of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessotherwise permitted hereunder.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the third paragraph (b) below and or (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 7.5 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 20.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in clause (a) this Section 4.11 shall not apply to to: (i1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) any agreement agreement, or any arrangement the terms of which have been disclosed prior to the Issue Date in the Final Memorandum, as in effect as of the Issue Date or any amendment or replacement agreement thereto or any transaction contemplated thereby (including pursuant to any amendment or in any replacement agreement thereto thereto) so long as any such amendment or replacement agreement taken as a whole is not materially more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Permitted payments and Investments permitted by this Indenture; (5) the payment of fees and Restricted Payments made expenses incurred in compliance connection with Section 4.03; (v) transactions between or among any the consummation of the Companytransactions being consummated on the Issue Date; (6) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise (other than issuances, payments, awards or grants to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇) pursuant to, or the funding of, employment arrangements, employee stock options and employee stock ownership plans approved by the applicable Board of Directors; (7) loans or advances to employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries and any Securitization Entity in connection consistent with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; the past practice; (vi) 8) transactions with distributors customers, clients, vendors, suppliers or other purchases purchasers or sales sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which when taken together are fair to Indenture; (9) any transaction on arm's-length terms with any non-Affiliate that becomes an Affiliate as a result of such transaction; (10) purchases and sales of product and raw materials, insurance arrangements and payments, all of the Company or the Restricted Subsidiaries as applicable, foregoing in the reasonable determination ordinary course of business consistent with past practice or as may be necessary to accommodate legal, regulatory or other changes in the Board of Managers business of the Company and its Restricted Subsidiaries; (11) employment agreements and similar arrangements with employees and independent contractors other than ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; (12) the issuance and sale of Qualified Capital Stock; and (13) payments made pursuant to the following conditions: if the Company is to file consolidated federal income tax returns with Holdings or combined or unitary state income tax returns with Holdings, the senior management Company may enter into a tax sharing agreement with Holdings and may pay to Holdings amounts when due and payable pursuant to such tax sharing agreement in respect of amounts of tax due with respect to such consolidated, combined or unitary returns and any additional taxes due from time to time as a result of any audit thereof, or are on terms at least as favorable as might reasonably the case may be, in each case in an amount not to exceed the amount of tax that the Company would have been obtained at such time from an unaffiliated party and (vii) Guarantees by obligated to pay to the appropriate taxing authority if the Company and its Subsidiaries had filed a hypothetical separate consolidated, combined or a Guarantor incurred in accordance with clause (xxii) of unitary return for the definition of Permitted Indebtednessthen current year and all prior years ending after the Issue Date.

Limitations on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 2.0 million shall be approved by the Board of Directors of the Company, such approval must to be evidenced by a Board Resolution stating that states that the applicable each such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, managers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, ; provided such transactions are not otherwise prohibited by this Indenture; ; (iii) any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any replacement agreement thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv) Restricted Payments and Permitted Investments and Restricted Payments made in compliance with Section 4.03; permitted by this Indenture; (v) transactions between in which the Company or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with Restricted Subsidiaries, as the case may be, delivers to the Trustee a Qualified Securitization Transaction, in each case provided letter from an Independent Financial Advisor stating that such transactions are not otherwise prohibited by this Indenture; transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of paragraph (a) above; (vi) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (vii) (reserved); (viii) transactions with distributors customers, clients, suppliers, or other purchases purchasers or sales sellers of goods or services, in each case in the on ordinary course of business terms and otherwise in compliance with the terms of this Indenture Indenture, which when taken together are fair to the Company or the its Restricted Subsidiaries as applicableSubsidiaries, in the reasonable determination of the Board of Managers Directors of the Company or the senior management thereof, or are on terms at least as favorable as might could reasonably have been obtained at such time from an unaffiliated party party; (ix) any contribution to the capital of the Company by QD Inc., or any sales of Capital Stock of the Company to QD Inc.; and (x) any tax sharing agreement or arrangement and (vii) Guarantees by payments pursuant thereto among the Company and its Subsidiaries and any other Person with which the Company or its Subsidiaries is required or permitted to file a Guarantor incurred consolidated tax return or with which the Company or any of its Restricted Subsidiaries is or could be part of a consolidated group for tax purposes in accordance with clause (xxii) of the definition of Permitted Indebtednessamounts not otherwise prohibited by this Indenture.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (bc) below of this Section and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 10.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 25.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (bc) The restrictions set forth in clause paragraphs (a) and (b) of this Section 4.11 shall not apply to to: (i1) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement, health, option, deferred compensation and other benefits plans) to officers and employees of the Company) paid to to, and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Restricted Payments or Permitted Investments permitted by this Indenture; (5) any sale, conveyance or other transfer of Receivables and Restricted Payments made other related assets customarily transferred in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; and (vi6) transactions with distributors or other purchases or sales the issuance of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers Qualified Capital Stock of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessotherwise permitted hereunder.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each each, an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under the second succeeding paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 1.0 million shall be approved by a majority of the Independent Directors of the Company, such approval must to be evidenced by a Board Resolution stating that states that the applicable Board of Managers has such Independent Directors have determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 5.0 million, then the Company shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in clause (a) this covenant shall not apply to: (1) issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to (i) employment agreements, stock options or stock ownership and other employee benefit plans approved in good faith by the Board of Directors of the Company and reasonable fees and compensation paid to and indemnity provided on behalf of, of officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Managers or senior management; Directors; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries that are Guarantors or LSAEs or exclusively between or among such Restricted SubsidiariesSubsidiaries that are Guarantors or LSAEs, provided such transactions are not otherwise prohibited by this Indenture; Indenture and with respect to a transaction with an LSAE that is not a Guarantor, if the transaction (iiior series of related transactions) is in excess of $1 million, such transaction has been determined by the Board of Directors of the Company to be fair to the Company; (3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between loans or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case advances to employees in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and any of its Restricted Subsidiaries; and (vii5) Guarantees Restricted Payments permitted by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessthis Indenture.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “"Affiliate Transaction”"), other than than (x1) Affiliate Transactions permitted under paragraph described in clause (b) below and below, and (y2) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board of Managers of the relevant such Restricted Subsidiary must approve each Subsidiary. With respect to all Affiliate Transaction to which they are a party that involves Transactions involving aggregate payments or other property with a Fair Market Value in excess of $25.0 million500,000, the Company shall deliver an Officers' Certificate to the Trustee certifying that such transactions are in compliance with clause (a)(2) of the preceding paragraph. This All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a Fair Market Value in excess of $2,000,000 shall be approved by a majority of the members of the Board of Directors of the Company (including a majority of the disinterested members thereof), as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value of more than $50.0 million5,000,000, then the Company shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of the financial terms of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) above shall not apply to to: (i1) reasonable fees and compensation paid to to, indemnity and indemnity reimbursement or advancement of out of pocket expenses provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) any agreement as in effect as of the Issue Date or any transaction contemplated thereby and any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Permitted Investments and Restricted Payments made permitted by this Indenture; (5) any merger or other transaction with an Affiliate solely for the purpose of reincorporating the Company in compliance with Section 4.03; (v) transactions between another jurisdiction or among any creating a holding company of the Company; and (6) any employment, stock option, stock repurchase, employee benefit compensation, business expense reimbursement, severance, termination or other employment-related agreements, arrangements or plans entered into by the Company or any of its Restricted Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessbusiness.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (bc) below and (y) Affiliate Transactions on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of Managers related Affiliate Transactions that are part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value in excess of $25.0 million. This 5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions as part of a common plan) that involves an aggregate Fair Market Value of more than $50.0 10.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the TrusteeAdvisor. (bc) The restrictions set forth in clause paragraphs (a) and (b) of this Section 4.11 shall not apply to to: (i1) 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, manager, employees director or consultants employee of the Company or any Restricted Subsidiary entered into in the ordinary course of the Company business and payments under any indemnification arrangements permitted by applicable law, as determined in good faith by the Company’s Board of Managers or senior management; Directors; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, ; provided that such transactions are not otherwise prohibited by this Indenture; ; (iii3) any agreement as in effect as of the Issue Date or any amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or restructuring thereof or thereto or any transaction contemplated thereby or in by any replacement agreement thereto of the foregoing, so long as any such amendment amendment, supplement, modification, restatement, renewal, replacement, refinancing, increase, refunding, extension, substitution or replacement agreement restructuring is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Permitted Investments payments to permit payments for Holdings’ employees and Restricted Payments made officers and directors similar to those provided in compliance with Section 4.03; clause (v1) transactions between or among 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 the Company, any of its Subsidiaries and any Securitization Entity Company to the Designated Active Sponsors (as defined in the Advisory Services Agreement) in connection with a Qualified Securitization Transaction, any Future Corporate Transaction or any Future Securities Transaction (in each case provided that such transactions are not otherwise prohibited by this Indenture; as defined in the Advisory Services Agreement) to the Equity Investors for advisory services and transaction fees pursuant to the Advisory Services Agreement; (vi5) transactions with distributors loans or other purchases advances to directors, officers or sales of goods or services, in each case employees in the ordinary course of business in an amount not to exceed $1.0 million per fiscal year; (6) Restricted Payments, Permitted Investments (other than Permitted Investments under clause 5 of the definition thereof) and otherwise in compliance intercompany Indebtedness permitted by this Indenture; (7) any transaction with an Affiliate where the terms of this Indenture which when taken together are fair to only consideration paid by the Company or any Restricted Subsidiary is Qualified Capital Stock of the Restricted Subsidiaries as applicable, in Company or Holdings; (8) sales of Capital Stock (other than Disqualified Capital Stock) of the reasonable determination Company or Holdings to Affiliates of the Company; and (9) payments or other transactions pursuant to any tax sharing agreement approved by the Board of Managers Directors of the Company or the senior management thereofrelevant Restricted Subsidiary between the Company (or any Restricted Subsidiary) and any other Person with which the Company (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, or are on terms at least as favorable as might reasonably have been obtained at such but only to the extent that amounts payable from time from an unaffiliated party and (vii) Guarantees 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 such consolidated or a Guarantor incurred in accordance with clause (xxii) of combined return, but instead had filed returns including only the definition of Permitted IndebtednessCompany.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than than: (xi) Affiliate Transactions permitted under the provision described in the last paragraph of this paragraph (b) below and a); and (yii) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the relevant Restricted Subsidiary. The Board of Managers Directors of the Company and the board of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 5 million. This approval must be evidenced by a Board Resolution that states that the applicable Board of Managers Directors has determined that the transaction complies with the foregoing provisions. If the Company or any of its Restricted Subsidiary of the Company Subsidiaries enters into an Affiliate Transaction that involves an aggregate Fair Market Value fair market value of more than $50.0 10 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) trustee. The restrictions set forth described in clause the preceding paragraphs of this paragraph (a) shall under this Section 4.16 do not apply to to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, managermanagers, employees or consultants of the Company or any of its Restricted Subsidiary of the Company Subsidiaries as determined in good faith by the Company’s Board board of Managers directors or senior management; ; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; Indenture (including, without limitation, Section 4.16(b)); (iii) any agreement as in effect as of the Issue Date or contemplated under the Contribution Agreement or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; ; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; , other than Permitted Investments that are made in Unrestricted Subsidiaries of the Company created or acquired after the Issue Date and Investments that are part of the same transaction or series of related transactions that exceed $15.0 million in the aggregate; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenturethe indenture; and (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture the indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board board of Managers directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party. (b) The Company will not permit Huntsman LLC and any of its Restricted Subsidiaries, on the one hand, to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, any sale, conveyance, transfer, lease or assignment of assets or properties and any Investment), or for the benefit of, HIH and any of its Restricted Subsidiaries, on the other hand, or vice versa (each, an “Intercompany Transaction”), other than: (i) Intercompany Transactions permitted under the provision described in the last paragraph of this paragraph (b); and (ii) Intercompany Transactions on terms that are no less favorable to Huntsman LLC, HIH and the relevant Restricted Subsidiary(ies) than those terms that might reasonably have been obtained in a comparable transaction by Huntsman LLC, HIH and the relevant Restricted Subsidiary(ies) and an unrelated Person. The Board of Directors of each of Huntsman LLC, HIH and the relevant Restricted Subsidiary(ies) must approve each Intercompany Transaction to which they are a party that involves aggregate payments or other property with a fair market value in excess of $5 million. This approval must be evidenced by a Board Resolution that states that the Board of Directors has determined that the transaction complies with the foregoing provisions. If Huntsman LLC, HIH and any Restricted Subsidiary(ies) thereof enters into an Intercompany Transaction that involves an aggregate fair market value of more than $10 million, then prior to the consummation of the Intercompany Transaction, the parties to such Intercompany Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to Huntsman LLC, HIH and any Restricted Subsidiary(ies) party thereto from a financial point of view, from an Independent Financial Advisor and file the same with trustee. The restrictions described in the preceding paragraphs of this paragraph (viib) Guarantees by of Section 4.16 do not apply to: (i) any agreement as in effect as of the Issue Date or contemplated under the Contribution Agreement or any amendment thereto or any transaction contemplated thereby in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; and (ii) transactions relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the indenture which when taken together are fair to Huntsman LLC, HIH and the Restricted Subsidiary(ies), in the reasonable determination of the Board of Directors of the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednesssenior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, other than than: (xi) Affiliate Transactions permitted under paragraph the provision described in clause (b) below and of this Section 5.07; and (yii) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-arm’s length basis by the Company or the relevant Restricted Subsidiary and an unrelated Personperson or, if no such comparable transaction with a person who is not an affiliate is available on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary as certified by an Independent Financial Advisor. The Board of Managers Directors of the Company or and the Board of Managers Directors of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This approval must be evidenced by a Board Resolution board resolution that states that the applicable Board of Managers Directors has determined that the transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves payments or other property with an aggregate Fair Market Value fair market value of more than $50.0 100 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file mail the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than Agents and the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted IndebtednessLenders.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “"Affiliate Transaction”"), other than than: (x1) Affiliate Transactions permitted under paragraph (b) below as described below; and (y2) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 5.0 million shall be approved by the Board of Directors of the Company or such Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10.0 million, then the Company or such Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in clause (a) the first paragraph of this Section 4.12 shall not apply to to: (i1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted SubsidiariesSubsidiaries in the ordinary course of business, provided such transactions are not otherwise prohibited by this First Supplemental Indenture; ; (iii3) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries has made an Investment in the ordinary course of the Company's real estate lending business and such Person is an Affiliate solely because of such Investment; (4) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest; (5) any agreement as in effect as of the Issue Date Date, including the Management Agreements between the Company and the Manager and between TMHL and the Manager or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made agreement as in compliance with Section 4.03; (v) transactions between or among any of effect on the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtedness.Issue Date;

Limitations on Transactions with Affiliates. (a) The Company will notSo long as any of the Securities remain outstanding, and will not permit neither the Issuer nor any of its Restricted Subsidiaries to, will directly or indirectly, indirectly enter into or permit to exist any transaction or series of related transactions with, involving aggregate consideration in excess of $ 1,000,000 in any fiscal year with any Affiliate or for holder of 5% or more of any class of Capital Stock of the benefit of, any of its Affiliates (each an “Affiliate Transaction”), Issuer other than the Series C Preferred Stock (xincluding any Affiliates of such holders) Affiliate Transactions permitted under paragraph except for any transaction (bincluding any loans or advances by or to any Affiliate) below (i) the terms of which are fair and (y) Affiliate Transactions on terms that are no less favorable reasonable to the Company Issuer or such Subsidiary, as the relevant Restricted Subsidiary than those case may be, and are at least as favorable as the terms that might reasonably have been which could be obtained by the Issuer or such Subsidiary, as the case may be, in a comparable transaction at such time made on an arm’s-arm's length basis by the Company with Persons who are not such a holder, an Affiliate of such holder or the relevant Restricted Subsidiary and an unrelated Person. The Board of Managers Affiliate of the Company Issuer and (ii) which has been approved by a majority of the Issuer's directors (including a majority of the Issuer's independent directors, 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 reasonable to the Issuer or any of its Subsidiaries and on terms which are at least as favorable as the terms which could be obtained on an arms 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 Managers Directors (including a majority of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million. This approval must be evidenced by a Board Resolution that states that the applicable Board of Managers has determined that the transaction complies with the foregoing provisionsIssuer's independent directors, if any). If the Company Issuer or any Restricted Subsidiary of the Company enters into a transaction with an Affiliate Transaction (or a series of related transactions with Affiliates related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10 million, then the Issuer or such Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company Issuer or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, view from an Independent Financial Advisor independent nationally recognized investment banking firm and file the deliver same with to the Trustee. . 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; provided that such transactions are not prohibited by other provisions of this Indenture; (b) The restrictions set forth any Restricted Payment not otherwise prohibited by Section 3.10; (c) any transaction pursuant to an agreement in clause existence on the date of the Indenture and included as an exhibit to the Issuer's Exchange Act Reports; (ad) shall not apply to transactions between the Issuer and the 1984 ESOP, 1989 ESOP or any other employee benefit plan; (ie) any transaction with a Subsidiary or a Permitted Joint Venture which would constitute a transaction with an Affiliate solely because the Issuer or a Subsidiary owns an equity interest in or otherwise controls such Subsidiary or a Permitted Joint Venture; and (f) reasonable fees and compensation paid to to, and indemnity provided on behalf of, officers, directors, manager, directors or employees or consultants of the Company Issuer or any Restricted Subsidiary of the Company Issuer as determined in good faith by the Company’s Issuer's Board of Managers or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted IndebtednessDirectors.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, 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 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 permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company Domestic Borrower or the Board of Managers other member of the relevant Restricted Subsidiary must approve Consolidated Group. All Affiliate Transactions (and each series of related Affiliate Transaction to Transactions which they are similar or part of a party that involves common plan) involving aggregate payments or other property Property with a Fair Market Value fair market value in excess of $25.0 million. This US$2,000,000 shall be approved by the Board of Directors of the respective member of the Consolidated Group, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary a member of the Company Consolidated Group enters into an Affiliate Transaction (or a series of related Affiliate 99 105 Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 millionUS$5,000,000, then the Domestic Borrower or other member of the Consolidated Group, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company Domestic 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 Agents. (b) The restrictions set forth in clause (a) the first paragraph of this covenant shall not apply to to: (i1) 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, manager, employees or consultants of the Company Domestic Borrower or any Restricted Subsidiary member of the Company Consolidated Group as determined in good faith by the Company’s Domestic Borrower's Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and Domestic Borrower or any of its Restricted Subsidiaries 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 hereunder; (3) transactions pursuant to or contemplated by this Indenture; (iii) any agreement as in effect as of the Issue Date date of Amendment No. 3 (being April 6, 1999) or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders Lenders hereunder in any material respect than the original agreement; agreement as in effect on the date of Amendment No. 3 (ivbeing April 6, 1999); (4) loans and advances to employees or officers which constitute Permitted Investments and hereunder; and (5) Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednesspermitted hereunder.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and an unrelated Person. The Board of Managers of the Company or and the Board of Managers of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 5.0 million. This approval must be evidenced by a Board Resolution that states that the applicable Board of Managers has determined that the transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves an aggregate Fair Market Value of more than $50.0 10.0 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxiixxiii) of the definition of Permitted Indebtedness.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, other than than: (xi) Affiliate Transactions permitted under paragraph the provision described in clause (b) below and of this Section 5.07; and (yii) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-arm’s length basis by the Company or the relevant Restricted Subsidiary and an unrelated Personperson or, if no such comparable transaction with a person who is not an affiliate is available on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary as certified by an Independent Financial Advisor. The Board of Managers Directors of the Company or and the Board of Managers Directors of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This approval must be evidenced by a Board Resolution board resolution that states that the applicable Board of Managers Directors has determined that the transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves payments or other property with an aggregate Fair Market Value fair market value of more than $50.0 100 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file mail the same with to the TrusteeAgents and the Lenders. (b) The restrictions set forth described in clause the preceding paragraph (a) shall do not apply to to: (i) reasonable fees and compensation paid to and employee benefit arrangements, customary insurance and indemnity provided on behalf of, officers, directors, managermanagers, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; Agreement; (iii) any agreement as in effect as of the Issue Closing Date or any amendment or renewal thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or renewal or replacement agreement is not more disadvantageous to the Holders Lenders (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) in any material respect than the original agreement; ; (iv) Investments of the type described in clauses (d), (e), (j), (l) and (n) in the definition of Permitted Investments and Restricted Payments made in compliance with Section 4.03; 5.01; (v) transactions between or among any of the Company, any of its Subsidiaries subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; Agreement; (vi) transactions with customers, clients, suppliers, distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture Agreement which when taken together are fair to the Company or the Restricted Subsidiaries of the Company as applicable, in the reasonable determination of the Board board of Managers directors of the Company or the senior management thereof, or are on terms at least as no less favorable as might reasonably have been obtained at such time from an unaffiliated party and party; (vii) Guarantees transactions with Qualified Joint Ventures entered into in the ordinary course of business and in a manner consistent with past practice; (viii) the issuance or sale of any of the Company’s Capital Stock (other than Disqualified Capital Stock) or capital contributions received by the Company; (ix) transactions entered into between or among the Company or any of its Restricted Subsidiaries and any joint venture, or other Affiliate that would otherwise be subject to this covenant solely because the Company or a Guarantor incurred in accordance with clause (xxii) Restricted Subsidiary of the definition Company owns any Capital Stock of or otherwise controls such Person; (x) transactions entered into by a Person prior to the time such person becomes a Restricted Subsidiary of the Company or is merged or consolidated into the Company or a Restricted Subsidiary of the Company (provided such transaction is not entered into in contemplation of such event); (xi) dividends and distributions to the Company and its Restricted Subsidiaries by any Unrestricted Subsidiary of the Company or joint venture; and (xii) transactions entered into between or among the Company or any of its Restricted Subsidiaries and any Affiliate of the Company or any of its Restricted Subsidiaries that is engaged in a Permitted Indebtedness.Business on terms that are no less favorable as might reasonably been obtained as such time from an unaffiliated third party or, if no such comparable transaction with a Person who is not an Affiliate of the Company is available, on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary as certified by an Independent Financial Advisor

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under the third paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might would reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 15.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in clause (a) this Section 4.11 shall not apply to to: (i1) reasonable fees, compensation and reimbursement of fees and compensation expenses paid to to, and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) 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 in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect when taken as a whole than the original agreement; agreement as in effect on the Issue Date; (iv4) Permitted Investments and Restricted Payments made in compliance with Section 4.03; and Investments permitted by this Indenture; (v5) any payments or other transactions pursuant to any tax-sharing agreement between any direct or among any indirect parent company of the Company, any Company and the Company with which the Company files a consolidated tax return or with which the Company is part of its Subsidiaries and any Securitization Entity in connection with a consolidated group for tax purposes; (6) sales of Qualified Securitization Transaction, in each case provided that such transactions are Capital Stock to Affiliates of the Company not otherwise prohibited by this Indenture; Indenture and the granting of registration and other customary rights in connection therewith; (vi7) loans or advances to employees or consultants that are approved in good faith by the Board of Directors of the Company; (8) transactions with distributors customers, clients, suppliers, joint venture partners or other purchases purchasers or sales sellers of goods or and services, in each case case, in the ordinary course of business and otherwise in compliance with not prohibited by this Indenture; and (9) the terms of this Indenture which when taken together are fair to existence of, and the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of any, limited liability company, limited partnership or other organizational document or stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a Guarantor incurred in accordance with party at the date of this Indenture and similar agreements that it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of the Indenture shall only be permitted by this clause (xxii9) of to the definition of Permitted Indebtednessextent not more disadvantageous to the Holders in any material respect when taken as a whole.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each each, an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (bc) below of this Section and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. (b) All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 20.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (bc) The restrictions set forth in clause paragraphs (a) and (b) of this Section 4.11 shall not apply to to: (i1) reasonable fees and compensation (including the payment of reasonable and customary benefits (including retirement, health, option, deferred compensation and other benefits plans) to officers and employees of the Company) paid to to, and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv4) Restricted Payments or Permitted Investments permitted by this Indenture; (5) any sale, conveyance or other transfer of Receivables and Restricted Payments made other related assets customarily transferred in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; and (vi6) transactions with distributors or other purchases or sales the issuance of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers Qualified Capital Stock of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessotherwise permitted hereunder.

Limitations on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 2.0 million shall be approved by the Board of Directors of the Company, such approval must to be evidenced by a Board Resolution stating that states that the applicable each such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, managers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, ; provided such transactions are not otherwise prohibited by this Indenture; ; (iii) any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any replacement agreement thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv) Restricted Payments and Permitted Investments and Restricted Payments made in compliance with Section 4.03; permitted by this Indenture; (v) transactions between in which the Company or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with Restricted Subsidiaries, as the case may be, delivers to the Trustee a Qualified Securitization Transaction, in each case provided letter from an Independent Financial Advisor stating that such transactions are not otherwise prohibited by this Indenture; transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of paragraph (a) above; (vi) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (vii) the payment of all fees and expenses related to the Transactions; (viii) transactions with distributors customers, clients, suppliers, or other purchases purchasers or sales sellers of goods or services, in each case in the on ordinary course of business terms and otherwise in compliance with the terms of this Indenture Indenture, which when taken together are fair to the Company or the its Restricted Subsidiaries as applicableSubsidiaries, in the reasonable determination of the Board of Managers Directors of the Company or the senior management thereof, or are on terms at least as favorable as might could reasonably have been obtained at such time from an unaffiliated party party; (ix) fees payable to Apollo pursuant to, and transactions contemplated by, the Shareholder Agreement as in effect on the Issue Date or pursuant to any amendment, restatement or replacement thereof to the extent that such amendment, restatement or replacement is not more disadvantageous to the Holders in any material respect than the Shareholder Agreement as in effect on the Issue Date; (viix) Guarantees any contribution to the capital of the Company by QD Inc., or any sales of Capital Stock of the Company to QD Inc.; and (xi) any tax sharing agreement or arrangement and payments pursuant thereto among the Company and its Subsidiaries and any other Person with which the Company or its Subsidiaries is required or permitted to file a Guarantor incurred consolidated tax return or with which the Company or any of its Restricted Subsidiaries is or could be part of a consolidated group for tax purposes in accordance with clause (xxii) of the definition of Permitted Indebtednessamounts not otherwise prohibited by this Indenture.

Limitations on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 2,500,000 shall be approved by a majority of non-interested directors of the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that such majority of non-interested directors of the applicable Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 million5,000,000, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable an opinion as to the fairness of that such transaction or series of related transactions are fair to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manageremployees, employees agents or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s 's Board of Managers Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement (including the Management Agreement and the payment of all fees and expenses contemplated thereunder; provided that no payment of management fees or expenses (other than the Closing Fee) contemplated under the Management Agreement shall be made un- (i) the Consolidated Fixed Charge Coverage Ratio during the four full fiscal quarters ending on or prior to the date of any such payment is greater than or equal to 1.75 to 1.0 and (ii) the Consolidated Fixed Charge Coverage Ratio calculated solely for the one full fiscal quarter ending on or prior to the date of any such payment is greater than or equal to 1.75 to 1.0) as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders Company or its Restricted Subsidiaries, as the case may be, in any material respect than the original agreementagreement as in effect on the Issue Date; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited permitted by this Indenture; (viv) transactions with distributors any issuance of securities or other purchases payments, awards or sales grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans of goods or services, in each case the Company entered into in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the reasonable determination of approved by the Board of Managers Directors; (vi) loans and advances, or guarantees of loans of third parties, to employees and officers of the Company and its Restricted Subsidiaries in the ordinary course of business not in excess of $2.0 million at any one time outstanding; and (vii) indemnification agreements provided for the benefit of the Company or any Restricted Subsidiary of the senior management thereofCompany from officers, directors or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by employees of the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted Indebtednessany Restricted Subsidiary.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than than: (x1) Affiliate Transactions permitted under paragraph (b) below as described below; and (y2) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 5.0 million shall be approved by the Board of Directors of the Company or such Subsidiary, as the case may be, such approval must to be evidenced by a Board Resolution stating that states that the applicable such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10.0 million, then the Company or such Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) . The restrictions set forth in clause (a) the first paragraph of this Section 4.12 shall not apply to to: (i1) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company to the extent not provided for pursuant to the Management Agreements between the Company and the Manager and between TMHL and the Manager described in clause (5) below as determined in good faith by the Company’s Board of Managers Directors or senior management; ; (ii2) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted SubsidiariesSubsidiaries in the ordinary course of business, provided such transactions are not otherwise prohibited by this Indenture; ; (iii3) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries has made an Investment in the ordinary course of the Company’s real estate lending business and such Person is an Affiliate solely because of such Investment; (4) transactions between the Company or one of its Subsidiaries and any Person in which the Company or one of its Subsidiaries holds an interest as a joint venture partner and such Person is an Affiliate solely because of such interest; (5) any agreement as in effect as of the Issue Date Date, including the Management Agreements between the Company and the Manager and between TMHL and the Manager or any amendment thereto or any transaction contemplated thereby or (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv6) Permitted Investments and Restricted Payments made in compliance (other than Restricted Investments) permitted by Section 4.07; (7) agreements with Section 4.03; (v) transactions between or among any and rights of Affiliates under the Company’s 2002 Long-Term Incentive Plan or any predecessor or successor incentive compensation or employee benefits plan; and any mortgage loans outstanding or hereinafter entered into by and between the Company and an Affiliate under the Company’s employee residential mortgage loan program; (8) any transaction or series of related transactions contemplated by the Purchase Agreement; (9) (A) on or after June 30, 2008, any issuance or sale of its Subsidiaries Capital Stock by the Company or any Subsidiary offered to every Permitted Holder on a pro rata basis based on the aggregate principal amount of Notes held by it over the aggregate principal amount of Notes held by all Permitted Holders and any Securitization Entity the granting of registration and other customary rights in connection with therewith and (B) prior to June 30, 2008, any issuance or sale of Capital Stock by the Company or any Subsidiary offered to every Permitted Holder on a Qualified Securitization Transactionpro rata basis based on the aggregate principal amount of Notes that would be held by it on or after June 30, 2008, over the aggregate principal amount of Notes held by all Permitted Holders and the granting of registration and other customary rights in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases connection therewith, which issuances or sales will be held in escrow until July 1, 2008; and (10) the payment of goods reasonable fees and compensation by the Company or servicesany Subsidiary to any Permitted Holder for the provision of investment banking, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which when taken together are fair commercial banking, trust, lending or financing, investment, underwriting, placement agent, financial advisory or similar services to the Company or its Subsidiaries performed after the Restricted Subsidiaries as applicable, in the reasonable determination of the Board of Managers of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and (vii) Guarantees by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted IndebtednessIssue Date.

Limitations on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions with, or for the benefit of, any of its Affiliates (each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Company or the relevant Restricted Subsidiary and an unrelated Person. The disinterested members of the Board of Managers Directors of the Company or and the Board of Managers Directors of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 €5.0 million. This approval must be evidenced by a Board Resolution that states that the applicable Board of Managers Directors has determined that the transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction that involves an aggregate Fair Market Value of more than $50.0 €25.0 million, then prior to the consummation of the Affiliate Transaction, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to (i) reasonable fees and compensation paid to and employee benefits arrangements, customary insurance and indemnity provided on behalf of, officers, directors, managermanagers, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined deter-mined in good faith by the Company’s 's Board of Managers Directors or senior management; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment or renewal thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or renewal or replacement agreement is not more disadvantageous to the Holders (as determined by the Board of Directors of the Company in their reasonable and good faith judgment) in any material respect than the original agreement; (iv) Permitted Investments and Restricted Payments made in compliance with Section 4.03; (v) transactions between or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business and otherwise other-wise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries of the Company as applicable, in the reasonable determination of the Board of Managers Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party and party; (vii) Guarantees transactions with Qualified Joint Ventures entered into in the ordinary course of business and in a manner consistent with past practice; and (viii) the issuance or sale of any of the Company's Capital Stock (other than Disqualified Capital Stock) or capital contributions received by the Company or a Guarantor incurred in accordance with clause (xxii) of the definition of Permitted IndebtednessCompany.

Limitations on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those terms that might could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Company or the relevant Restricted Subsidiary and from a Person that is not an unrelated Person. The Board of Managers Affiliate of the Company or the Board such Restricted Subsidiary. All Affiliate Transactions (and each series of Managers related Affiliate Transactions which are similar or part of the relevant Restricted Subsidiary must approve each Affiliate Transaction to which they are a party that involves common plan) involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million. This 2.0 million shall be approved by the Board of Directors of the Company, such approval must to be evidenced by a Board Resolution stating that states that the applicable each such Board of Managers Directors has determined that the such transaction complies with the foregoing provisions. If the Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $50.0 10.0 million, then the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation of the Affiliate Transactionthereof, the parties to such Affiliate Transaction must obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, managers, directors, manager, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company’s Board of Managers or senior management; Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, ; provided such transactions are not otherwise prohibited by this Indenture; ; (iii) any agreement as in effect or entered into as of the Issue Date or any amendment thereto or any replacement agreement thereto or any transaction contemplated thereby or in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement; agreement as in effect on the Issue Date; (iv) Restricted Payments and Permitted Investments and Restricted Payments made in compliance with Section 4.03; permitted by this Indenture; (v) transactions between in which the Company or among any of the Company, any of its Subsidiaries and any Securitization Entity in connection with Restricted Subsidiaries, as the case may be, delivers to the Trustee a Qualified Securitization Transaction, in each case provided letter from an Independent Financial Advisor stating that such transactions are not otherwise prohibited by this Indenture; transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of the first sentence of paragraph (a) above; (vi) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (vii) the payment of all fees and expenses related to the Transactions; (viii) transactions with distributors customers, clients, suppliers, or other purchases purchasers or sales sellers of goods or services, in each case in the on ordinary course of business terms and otherwise in compliance with the terms of this Indenture Indenture, which when taken together are fair to the Company or the its Restricted Subsidiaries as applicableSubsidiaries, in the reasonable determination of the Board of Managers Directors of the Company or the senior management thereof, or are on terms at least as favorable as might could reasonably have been obtained at such time from an unaffiliated party party; (ix) any contribution to the capital of the Company by QD Inc., or any sales of Capital Stock of the Company to QD Inc.; and (x) any tax sharing agreement or arrangement and (vii) Guarantees by payments pursuant thereto among the Company and its Subsidiaries and any other Person with which the Company or its Subsidiaries is required or permitted to file a Guarantor incurred consolidated tax return or with which the Company or any of its Restricted Subsidiaries is or could be part of a consolidated group for tax purposes in accordance with clause (xxii) of the definition of Permitted Indebtednessamounts not otherwise prohibited by this Indenture.