Common use of Limitation on Transactions with Affiliates and Related Persons Clause in Contracts

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate Transaction"), unless (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, either (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed (i) $5,000,000 outstanding in the aggregate at any time and (ii) $2,000,000 to any one employee) and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of (i) the Company from the Company or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of the

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Eleventh Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Eleventh Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. (a) The Relevant Company shall not, and shall will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transactiontransactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoingeach, an "“Affiliate Transaction"”), unless unless: (ai) such Affiliate Transaction is on terms that are no less favorable favourable to the Relevant Company or such the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction at such time on an arm’s length basis by the Relevant Company or such Restricted Subsidiary with a Person which is not an unrelated Person and Affiliate of the Relevant Company or such Restricted Subsidiary; and (bii) the Relevant Company delivers to the Trustee, Facility Agent: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $SEK 100,000,000, an opinion in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) (acting reasonably) as to the fairness to the Lenders of such Affiliate Transaction from a financial point of view issued by an appraisal or investment banking firm of international standing. (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of SEK 10,000,000, either (i) a resolution of the Board its board of Directors set forth directors, certified in an Officers' Certificate certifying ’ Certificate, resolving that such Affiliate Transaction complies with clause (a) above this Clause and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board its board of Directors or directors; and (iiiii) an opinion as Notwithstanding Clauses 19.6 to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing19.11 inclusive and Clause 19.12, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Relevant Company or any of its Restricted Subsidiaries may enter into any Affiliate Transaction in connection with the Restructuring, including, without limitation, transactions related to the Notes, the Subordinated Shareholder Loan, the Limited Recourse Note, the Intragroup Capital Contribution, activities as set out in the Agreed Costs Schedule, the Structure Paper and this Agreement, without complying with the preceding provisions. (b) The following items will not be deemed to be Affiliate Transactions and therefore will not be subject to the provisions of paragraph (a) of this Clause: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Relevant Company or any Restricted Subsidiary of the Relevant Company in the ordinary course of business (including ordinary course loans to employees not to exceed (i) $5,000,000 outstanding in the aggregate at any time and (ii) $2,000,000 to any one employee) and consistent with the past practice of the Relevant Company or such Restricted Subsidiary; (b) loans Subsidiary and reasonable fees and compensation and in respect of the Management Services Agreement, all as determined in good faith by the Company and its Restricted Subsidiaries to employees Relevant Company’s board of Allied directors or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of (i) the Company from the Company or senior management; (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions exclusively between or among the Relevant Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or and any of its Wholly Owned Restricted Subsidiaries to investment banking firms or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Agreement ; and (iii) Restricted Payments that are not “Permitted Investments” and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which that are approved permitted by a majority of theClause 19.7 (Limitation on Restricted Payments).

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Fifteenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Fifteenth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Fourteenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Fourteenth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall may not, and shall may not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate Subsidiary of the Company (each to, directly or indirectly, enter into any transaction or series of related transactions on or after the date of the foregoing, an "Indenture with any Affiliate Transaction"or Related Person (other than the Company or a wholly owned Subsidiary of the Company), unless (ai) such Affiliate Transaction transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained in a comparable arm's-length transaction by the Company or such Restricted Subsidiary with an unrelated Person entity that is not an Affiliate or a Related Person; and (bii) the Company delivers to the Trustee, with respect to any Affiliate Transaction if such transaction or series of related Affiliate Transactions involving transactions involves aggregate consideration in excess of $10,000,0001.0 million, either (iA) such transaction or series of transactions is approved by a majority of the Board of Directors of the Company, including the approval of a majority of the independent, disinterested directors, as fair to the Company from a financial point of view and is evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate certifying of the Company, or (B) the Company shall have obtained the written opinion of a nationally recognized independent financial advisor stating that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority transaction or series of the disinterested members of the Board of Directors or (ii) an opinion as to the fairness transactions is fair to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingview. Notwithstanding the foregoing, the following items shall This covenant will not be deemed apply to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by transactions between the Company or any of its Restricted Subsidiaries in the ordinary course and any employee of business (including ordinary course loans to employees not to exceed (i) $5,000,000 outstanding in the aggregate at any time and (ii) $2,000,000 to any one employee) and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of (i) the Company from the Company or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Subsidiaries that are entered into in the ordinary course of business, (b) the payment of reasonable and customary regular fees and expenses to directors of the Company, (c) the making of indemnification, contribution or similar payments to any director or officer of the Company or any Subsidiary of the Company under the Company's or such Subsidiary's charter or bylaws (as each may be amended after the Closing Date) or any indemnification or similar agreement between the Company or any such Subsidiary and any of its directors or officers (collectively, "Indemnification Agreements"), (d) the entering into any Indemnification Agreements with any current or future directors or officers of the Company or any Subsidiary of the Company or (e) Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of Payments (other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethan investments) permitted under Section 4.11.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "“Affiliate Transaction"”), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' ’ fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Eighteenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Eighteenth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Thirteenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Thirteenth Supplemental Indenture. (i) Provision of Financial Information. Whether or not Allied is required to be subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) shall file with the Commission the annual reports, quarterly reports and other documents which the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) were so required, such documents to be filed with the Commission on or prior to the respective dates (the "REQUIRED FILING DATES") by which the Company would have been required so to file such documents if the Company were so required. The Company shall also in any event: (a) within 15 days of each Required Filing Date file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) filed with the Commission pursuant to such Section 13(a) or 15(d) or any successor provisions thereto or would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provisions thereto if the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) were required to comply with such Sections, and (b) if filing such documents by the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) with the Commission is not permitted under the Exchange Act, promptly upon written request supply copies of such documents to any prospective Holder.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Tenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Tenth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall may not, and shall may not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate Subsidiary of the Company (each to, directly or indirectly, enter into any transaction or series of related transactions after the date of the foregoing, an "Indenture with any Affiliate Transaction"or Related Person (other than the Company or a wholly owned Subsidiary of the Company), unless (ai) such Affiliate Transaction transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been could be obtained in a comparable arm's-length transaction by the Company or such Restricted Subsidiary with an unrelated Person entity that is not an Affiliate or a Related Person; and (bii) the Company delivers to the Trustee, with respect to any Affiliate Transaction if such transaction or series of related Affiliate Transactions involving transactions involves aggregate consideration in excess of $10,000,0001 million, either (iA) such transaction or series of transactions is approved by a majority of the Board of Directors of the Company, including the approval of a majority of the independent, disinterested directors, as fair to the Company from a financial point of view and is evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate certifying of the Company, or (B) the Company shall have obtained the written opinion of a nationally recognized independent financial advisor stating that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority transaction or series of the disinterested members of the Board of Directors or (ii) an opinion as to the fairness transactions is fair to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standingview. Notwithstanding the foregoing, the following items shall This covenant will not be deemed apply to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by transactions between the Company or any of its Restricted Subsidiaries in the ordinary course and any employee of business (including ordinary course loans to employees not to exceed (i) $5,000,000 outstanding in the aggregate at any time and (ii) $2,000,000 to any one employee) and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of (i) the Company from the Company or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries that are entered into in the ordinary course of business, (b) the payment of reasonable and customary regular fees and expenses to investment banking firms directors of the Company, (c) the making of indemnification, contribution or similar payments to any director or officer of the Company or any Subsidiary of the Company under the Company's or such Subsidiary's charter or bylaws (as each may be amended after the date of this Indenture) or any indemnification or similar agreement between the Company or any such Subsidiary and financial advisors made for any financial advisoryof its directors or officers (collectively, financing"Indemnification Agreements"), underwriting or placement services (d) the entering into any Indemnification Agreements with any current or in respect future directors or officers of other investment banking activities, including, without limitation, in connection with acquisitions the Company or divestitures which are approved by a majority any Subsidiary of thethe Company.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Twelfth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Twelfth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate Transaction"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 outstanding in the aggregate at any time time, and (ii) $2,000,000 to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Sixth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Sixth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "“Affiliate Transaction"”), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' ’ fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Sixteenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Sixteenth Supplemental Indenture.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Eighth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Eighth Supplemental Indenture. (i) Provision of Financial Information. Whether or not Allied is required to be subject to Section 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) shall file with the Commission the annual reports, quarterly reports and other documents which the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) were so required, such documents to be filed with the Commission on or prior to the respective dates (the "REQUIRED FILING DATES") by which the Company would have been required so to file such documents if the Company were so required. The Company shall also in any event: (a) within 15 days of each Required Filing Date file with the Trustee copies of the annual reports, quarterly reports and other documents which the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) filed with the Commission pursuant to such Section 13(a) or 15(d) or any successor provisions thereto or would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provisions thereto if the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) were required to comply with such Sections, and (b) if filing such documents by the Company (or Allied for so long as the Company is a Wholly-Owned Subsidiary of Allied) with the Commission is not permitted under the Exchange Act, promptly upon written request supply copies of such documents to any prospective Holder.

Limitation on Transactions with Affiliates and Related Persons. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "“Affiliate Transaction"”), unless unless: (a) such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (b) the Company delivers to the Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,00010 million, either either: (i) a resolution of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors Directors, or (ii) an opinion as to the fairness to the Company or such Restricted Subsidiary, as the case may be, of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (a) customary directors' ’ fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed exceed: (i) $5,000,000 5 million outstanding in the aggregate at any time time, and (ii) $2,000,000 2 million to any one employee) employee and consistent with the past practice of the Company or such Restricted Subsidiary; (b) loans by the Company and its Restricted Subsidiaries to employees of Allied or any of its Subsidiaries in connection with management incentive plans not to exceed $25,000,000 25 million at any time outstanding; provided that such limitation shall not apply to loans the proceeds of which are used to purchase common stock of of: (i) the Company from the Company Company, or (ii) Allied from Allied if and to the extent that Allied utilizes the proceeds thereof to acquire Capital Stock (other than Redeemable Interests) of the Company; (c) transactions between or among the Company and/or its Restricted Subsidiaries; (d) payments of customary fees by the Company or any of its Restricted Subsidiaries to investment banking firms and financial advisors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of thethe Board of Directors in good faith; (e) any agreement as in effect on the date of this Seventeenth Supplemental Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; and (f) Restricted Payments that are permitted by the provisions of subsection 12(e) of this Section 1.01 of this Seventeenth Supplemental Indenture.