Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. The Issuer will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or are no less favorable to the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:

Limitation on Transactions with Affiliates. The Issuer will notNeither the Company nor the Parent shall, and will not cause or neither the Company nor the Parent shall permit any of its their respective Restricted Subsidiaries to, directly sell, lease, transfer or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into any service) involving aggregate consideration in excess of $2.0 million contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing, an “"Affiliate Transaction”"), other than unless (a) such Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company, the Parent or the applicable relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Issuer Company, the Parent or such Restricted Subsidiary. Any Subsidiary on an arm's length basis with an unrelated Person, (b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be 5.0 million, an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above and such Affiliate Transaction is approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors and (ii) with respect to any Affiliate Transaction involving aggregate payments in excess of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into $10.0 million (other than an Affiliate Transaction (involving the acquisition or disposition of a lodging facility by the Company, the Parent or a series Restricted Subsidiary of related the Company or the Parent), an opinion as to the fairness to the Company, the Parent or such Restricted Subsidiary from a financial point of view issued, at the option of the Company, by an investment banking firm of national standing or a Qualified Appraiser and (c) the Company delivers to the Trustee in the case of an Affiliate Transactions which are part Transaction involving the acquisition or disposition of a common planlodging facility by the Company, the Parent or a Restricted Subsidiary of the Company or the Parent and (x) that involves an involving aggregate Fair Market Value payments of more than $10.0 5.0 million and less than $25.0 million, the Issuer shall, prior an appraisal by a Qualified Appraiser to the consummation thereofeffect that the transaction is being undertaken at fair market value or (y) involving aggregate payments of $25.0 million or more, deliver an officers’ certificate opinion as to the Trustee certifying fairness of the transaction to the Company, the Parent or such Restricted Subsidiary from a financial point of view issued by an investment banking firm of national standing; provided, however, that the following shall not be deemed Affiliate Transactions: (A) any employment, deferred compensation, stock option, noncompetition, consulting or similar agreement entered into by the Company, the Parent or any of their respective Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company, the Parent or such Restricted Subsidiary, (B) transactions between or among the Company, the Parent and/or their respective Restricted Subsidiaries, (C) the incurrence of fees in connection with the provision of hotel management services, provided that such transaction complies with the foregoing provision. The restrictions set forth fees are paid in the second paragraph ordinary course of this covenant shall not apply to:business and are consistent with past practice and (D) Restricted Payments permitted by Section 4.7 hereof.

Limitation on Transactions with Affiliates. The Issuer will WIL shall not, and will shall not cause or permit any of its Restricted consolidated Subsidiaries to, directly or indirectly, conduct any business or enter into, amend renew, extend or conduct permit to exist any transaction or series of related transactions with any Affiliate who is not either (includinga) WIL or one of WIL’s consolidated Subsidiaries or a Person that becomes, without limitationpursuant to a Redomestication, a part of the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million withconsolidated group that includes WIL, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”)b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to terms (taking all related transactions into account and considering the Issuer or the applicable Restricted Subsidiary from a financial point terms of view, or are no less such related transactions in their entirety) substantially as favorable to WIL or such consolidated Subsidiary, as the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained case may be, as would be available in a comparable arm’s length transaction. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (w) the payment of reasonable and customary regular fees to directors of an Obligor or a Subsidiary of such Obligor who are not employees of such Obligor; (x) loans and advances to officers and employees of an Obligor and its respective Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the ordinary course of business of an Obligor and its Subsidiaries; (y) any other transaction at such time on with any employee, officer or director of an arm’s-length basis from a Person that is not an Affiliate Obligor or any of its Subsidiaries pursuant to employee benefit or compensation arrangements entered into in the Issuer or such Restricted Subsidiary. Any Affiliate Transaction (ordinary course of business and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by by, as applicable, the Board of Directors of the Issuer, including a majority of the disinterested members of such Obligor or the Board of Directors of the Issuersuch Subsidiary permitted by this Agreement; and (z) non-exclusive licenses of patents, if anycopyrights, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 milliontrademarks, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:trade secrets and other intellectual property.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by the Board of Directors of the IssuerCompany, including a majority of the disinterested members of the Board of Directors of the IssuerCompany, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer Company shall, prior to the consummation thereof, deliver an officersOfficers’ certificate Certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:

Limitation on Transactions with Affiliates. The Issuer will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, amend into or conduct any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness employee compensation arrangements or the rendering of any service) involving aggregate consideration in excess with any Affiliate, officers or directors of $2.0 million with, or for the benefit of, any of their respective Affiliates Issuer (each an “"Affiliate Transaction”), other than Affiliate Transactions that are on ") unless (i) the terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or such transaction are no less favorable to the Issuer or such Restricted Subsidiary, as the applicable Restricted Subsidiary case may be, than those that might reasonably could be obtained at the time of such transaction in arm's-length dealings with a Person who is not such an Affiliate; (ii) in the event such Affiliate Transaction involves an aggregate amount in excess of $1.0 million, the terms of such transaction are set forth in writing and shall have been obtained in approved by a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate majority of the Issuer or members of the Board of Directors having no personal stake in such Restricted Subsidiary. Any Affiliate Transaction (and each series of related such majority determines that such Affiliate Transactions which are part of a common planTransaction satisfies the criteria in clause (i) that above) and (iii) in the event such Affiliate Transaction involves an aggregate payments or other property with a Fair Market Value amount in excess of $25.0 million 10 million, the Issuer has received a written opinion from a nationally recognized independent investment banking firm, or nationally recognized accounting or appraisal firm, that such Affiliate Transaction is fair to the Issuer and its Restricted Subsidiaries from a financial point of view. The provisions of the foregoing paragraph shall not prohibit (i) any Restricted Payment permitted to be made pursuant to Section 4.06, (ii) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors and otherwise permitted under this Indenture, (iii) the grant of stock options or similar rights to employees and directors of the Issuer, including a majority Issuer in the ordinary course of the disinterested members of business pursuant to plans approved by the Board of Directors Directors, and otherwise permitted under this Indenture (iv) loans or advances to employees in the ordinary course of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies business in accordance with the foregoing provisions. If past practices of the Issuer or its Restricted Subsidiaries, but in any Restricted Subsidiary enters into an Affiliate Transaction event not to exceed $1.0 million in the aggregate outstanding at any one time, (or a series v) the payment of related Affiliate Transactions which are part reasonable fees to directors of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shalland its Restricted Subsidiaries who are not employees of the Issuer or its Restricted Subsidiaries, prior to (vi) any transaction between the consummation thereof, deliver an officers’ certificate to Issuer and a Wholly Owed Subsidiary or between Wholly Owned Subsidiaries or (vii) the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph payment of this covenant shall not apply to:Investment Banking Fees.

Limitation on Transactions with Affiliates. The Issuer (a) Abraxas will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct permit or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “"Affiliate Transaction”"), other than (i) Affiliate Transactions permitted under Section 4.11(b) and (ii) Affiliate Transactions that are on terms that, taken as a whole, that are fair and reasonable to the Issuer Abraxas or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Abraxas or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer Abraxas or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million 1,000,000 shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyAbraxas, such approval to be evidenced by a Board Resolution stating that such the Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Abraxas or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $10.0 million10,000,000, the Issuer Abraxas shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies or series of related transactions to Abraxas or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Advisor and file the same with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer Company shall, prior to the consummation thereof, deliver an officers’ certificate Officer’s Certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:

Limitation on Transactions with Affiliates. The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, conduct any business or enter into, amend into or conduct suffer to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease transfer, assignment, lease, conveyance or exchange of any property, the guaranteeing of any Indebtedness Property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any Affiliate of their respective Affiliates the Company (each an “"Affiliate Transaction”"), other than unless (a) the terms of such Affiliate Transactions that Transaction are on terms that(i) set forth in writing, taken (ii) in the best interest of the Company or such Restricted Subsidiary, as a wholethe case may be, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or are (iii) no less favorable to the Issuer Company or such Restricted Subsidiary, as the applicable Restricted Subsidiary case may be, than those that might reasonably have been could be obtained in a comparable transaction at such time on an arm’sarm's-length basis from transaction with a Person that is not an Affiliate of the Issuer or Company, (b) if such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value value in excess of $25.0 million shall be approved 1.0 million, two Officers of the Company approve such Affiliate Transaction, and in the good faith judgment of such Officers, believe that such Affiliate Transaction complies with clauses (a)(ii) and (iii) of this paragraph as evidenced by an Officers' Certificate promptly delivered to the Trustee, (c) if such Affiliate Transaction involves aggregate payments or value in excess of $5.0 million, the Board of Directors of the Issuer, (including a majority of the disinterested members of the Board of Directors Directors) approves such Affiliate Transaction, and in its good faith judgment, believes that such Affiliate Transaction complies with clauses (a)(ii) and (iii) of the Issuer, if any, such approval to be this paragraph as evidenced by a Board Resolution stating that promptly delivered to the Trustee and (d) if such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (involves aggregate payments or a series value in excess of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior Company obtains a written opinion from an Independent Appraiser to the consummation thereofeffect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, deliver an officers’ certificate from a financial point of view, to the Trustee certifying that Company or such transaction complies with Restricted Subsidiary, as the case may be. Notwithstanding the foregoing provision. The restrictions set forth in limitation, the second paragraph of this covenant shall not apply toCompany or any Restricted Subsidiary may enter into or suffer to exist the following:

Limitation on Transactions with Affiliates. The (a) Issuer will shall not, and will shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, amend into or conduct permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective its Affiliates (each an “"Affiliate Transaction”"), other than Affiliate Transactions that are unless such transaction or series of related transactions is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are part of a common planTransactions) that involves involving aggregate payments or other property with a Fair Market Value value in excess of $25.0 million 500,000 shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members Disin- terested Directors of the Board of Directors of Issuer or such Restricted Subsidiary, as the Issuer, if anycase may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the there are no Disinterested Directors or if Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common planTransactions) that involves an aggregate Fair Market Value value in excess of more than $10.0 2.5 million, Issuer or such Restricted Subsidiary, as the Issuer case may be, shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies or series of related transactions to Issuer or such Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the foregoing provision. The restrictions set forth Trustee; provided, however, that no such opinion shall be required for (i) any Permitted Intercompany Loan or (ii) commercial transactions in the second paragraph ordinary course of this covenant shall not apply to:business and on reasonable and ordinary commercial terms exclusively between or among Issuer and/or one or more of its Subsidiaries.

Limitation on Transactions with Affiliates. The Issuer will Corporation shall not, and will shall not cause permit any Restricted Subsidiary to, enter into or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness employee compensation arrangements or the rendering of any service) involving aggregate consideration in excess with any Affiliate of $2.0 million with, or for the benefit of, any of their respective Affiliates Corporation (each an “Affiliate Transaction”), other than Affiliate Transactions that are on ) unless the terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or thereof (1) are no less favorable to the Issuer Corporation or the applicable such Restricted Subsidiary than those that might reasonably have been could be obtained at the time of such transaction in a comparable transaction at such time on an arm’s-length basis dealings with a Person who is not such an Affiliate, (2) if such Affiliate Transaction involves aggregate consideration in excess of US $10 million but less than or equal to US $25 million, (i) are set forth in writing, (ii) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction and (iii) satisfy the terms of clause (1) of this covenant and (3) if such Affiliate Transaction involves aggregate consideration in excess of US $25 million, (i) (x) have been determined by an Independent Appraiser to be fair to the Corporation and its Restricted Subsidiaries, from a Person financial standpoint, or (y) satisfy the terms of clause (2) (ii) of this Section and (ii) satisfy the terms of clauses (1) and (2) (i) of this Section. Notwithstanding the foregoing limitation, the Corporation may enter into or suffer to exist the following: (i) any Restricted Payment made in accordance with Section 3.06; (ii) any transaction or series of transactions between the Corporation and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the Capital Stock in any of such Restricted Subsidiaries is not beneficially owned by an Affiliate of the Issuer or such Corporation (other than another Restricted Subsidiary. Any Affiliate Transaction )); (iii) the payment of compensation (including, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and each series employees of related Affiliate Transactions which are part the Corporation or any of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by its Restricted Subsidiaries, so long as the Board of Directors of the Issuer, including Corporation in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; (iv) any transaction pursuant to any contract in existence on the Issue Date between the Corporation and a majority Wholly Owned Subsidiary or between Wholly Owned Subsidiaries; (v) loans and advances to employees made in the ordinary course of business and consistent with past practice of the disinterested members Corporation or such Restricted Subsidiary, as the case may be; and (vi) any transaction or series of transactions between the Board of Directors of the IssuerCorporation and Norkraft, if any, such approval to be evidenced by so long as Norkraft remains a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into owned solely by the Corporation and an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:entity owned solely by Norkraft employees.

Limitation on Transactions with Affiliates. The Issuer will Corporation shall not, and will shall not cause permit any Restricted Subsidiary to, enter into or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct to exist any transaction or series of related transactions (including, without limitation, including the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness employee compensation arrangements or the rendering of any service) involving aggregate consideration in excess with any Affiliate of $2.0 million with, or for the benefit of, any of their respective Affiliates Corporation (each an “Affiliate Transaction”), other than Affiliate Transactions that are on ) unless the terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or thereof (1) are no less favorable to the Issuer Corporation or the applicable such Restricted Subsidiary than those that might reasonably have been could be obtained at the time of such transaction in a comparable transaction at such time on an arm’s-length basis dealings with a Person who is not such an Affiliate, (2) if such Affiliate Transaction involves aggregate consideration in excess of US $10 million but less than or equal to US $25 million, (i) are set forth in writing, (ii) have been approved by a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction and (iii) satisfy the terms of clause (1) of this covenant and (3) if such Affiliate Transaction involves aggregate consideration in excess of US $25 million, (i) (x) have been determined by an Independent Appraiser to be fair to the Corporation and its Restricted Subsidiaries, from a Person financial standpoint, or (y) satisfy the terms of clause (2)(ii) of this Section and (ii) satisfy the terms of clauses (1) and (2)(i) of this Section. Notwithstanding the foregoing limitation, the Corporation may enter into or suffer to exist the following: (i) any Restricted Payment made in accordance with Section 3.06; (ii) any transaction or series of transactions between the Corporation and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the Capital Stock in any of such Restricted Subsidiaries is not beneficially owned by an Affiliate of the Issuer or such Corporation (other than another Restricted Subsidiary. Any Affiliate Transaction )); (iii) the payment of compensation (including, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and each series employees of related Affiliate Transactions which are part the Corporation or any of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by its Restricted Subsidiaries, so long as the Board of Directors of the Issuer, including Corporation in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; (iv) any transaction pursuant to any contract in existence on the Issue Date between the Corporation and a majority Wholly Owned Subsidiary or between Wholly Owned Subsidiaries; (v) loans and advances to employees made in the ordinary course of business and consistent with past practice of the disinterested members Corporation or such Restricted Subsidiary, as the case may be; and (vi) any transaction or series of transactions between the Board of Directors of the IssuerCorporation and Norkraft, if any, such approval to be evidenced by so long as Norkraft remains a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into owned solely by the Corporation and an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:entity owned solely by Norkraft employees.

Limitation on Transactions with Affiliates. The Issuer will shall not, and will shall not cause or permit any of its Restricted Subsidiaries toIssuer Subsidiary, directly or indirectly, to enter into, amend renew or conduct extend any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or 95 exchange of any propertyproperty or assets, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess with any affiliate of $2.0 million withthe Issuer or any Issuer Subsidiary, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are except upon fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or are terms no less favorable to the Issuer or the applicable Restricted such Issuer Subsidiary than those that might reasonably have been obtained could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable transaction at such time on an arm’sarm's-length basis from transaction with a Person that is not such an Affiliate affiliate. The foregoing limitation does not limit, and shall not apply to: (i) any transaction in connection with the establishment of MSAF Group, its acquisition of the Issuer Initial Aircraft or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by pursuant to the Board of Directors terms of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such Related Documents; (ii) any transaction complies with the foregoing provisions. If within and among the Issuer or any Restricted Issuer Subsidiary enters into an Affiliate Transaction and any other MSAF Group Member; provided that no such transaction, other than among the Issuer and any Issuer Subsidiary, shall be consummated if such transaction would materially adversely affect any Noteholders; (iii) the payment of reasonable and customary regular fees to, and the provision of reasonable and customary liability insurance in respect of, the Controlling Trustees; (iv) any payments on the Beneficial Interest in accordance with Section 3.08 hereof; (v) any Permitted Additional Aircraft Acquisition or a series any transaction complying with Section 5.02(g) hereof; (vi) any payments of related Affiliate Transactions which are the types referred to in clause (i) or (ii) of Section 5.02(c) hereof and not prohibited thereunder; (vii) sale of Aircraft or any Issuer Subsidiaries as part of a common plansingle transaction providing for the redemption or defeasance of MSAF Group Notes in accordance with Section 3.10 or Article XI, respectively, hereof, (viii) that involves an aggregate Fair Market Value any Swap Agreement or Swaption or other instrument used for the management of more than $10.0 million, interest rate risk with Morgxx Xxxnxxx xx any of its affiliates or (ix) the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Tax Indemnification Agreement.

Limitation on Transactions with Affiliates. (a) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend into or conduct permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective its Affiliates (each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions that are permitted under paragraph (b) below and (y) Affiliate Transactions on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Except with respect to paragraph (b) below, with respect to all Affiliate Transaction Transactions, the Company shall deliver an Officers' Certificate to the Trustee certifying that such transactions are in compliance with clause (a)(y) of the preceding paragraph. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value in excess of $25.0 1.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the IssuerCompany or such Restricted Subsidiary, if anyas the case may be, having no material personal financial interest in such Affiliate Transactions, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value of more than $10.0 million5.0 million (other than with the Initial Purchaser in connection with the issuance of the Notes), the Issuer Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies 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 foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. (i) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct permit or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, with or for the benefit of, of any of their respective Affiliates (each an “"Affiliate Transaction”"), other than (a) Affiliate Transactions permitted under paragraph (ii) of this Section 4.11 and (b) Affiliate Transactions that are on terms that, taken as a whole, that are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million 1,000,000 shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $10.0 million10,000,000, the Issuer Company shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies 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 Advisor and file the same with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into, amend or conduct into any transaction or series of related transactions (including, without limitation, the sale, purchase, sale, exchange or lease of assets or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any serviceservices) involving aggregate consideration in excess of $2.0 million with, with or for the benefit of, of any Affiliate (other than the Company or a Wholly-Owned Restricted Subsidiary or a majority-owned Restricted Subsidiary (so long as no minority interest is owned by an entity which is otherwise an Affiliate) and including entities in which the Company or any of their respective Affiliates its Restricted Subsidiaries own a minority interest) (each an “"Affiliate Transaction”)") or extend, other than renew, waive or otherwise modify the terms of any Affiliate Transactions that are on Transaction entered into prior to the Issue Date unless the terms that, taken as a whole, of such Affiliate Transaction are fair and reasonable to the Issuer Company or such Restricted Subsidiary, as the applicable case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiary Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. With respect to any Affiliate Transaction involving an amount or having a value in excess of $2,500,000, the Company must obtain a resolution of the Board of Directors (including a majority of the disinterested directors) certifying that, in their good faith judgment, such Affiliate Transaction complies with the preceding sentence and with respect to any Affiliate Transaction involving an amount or having a value in excess of $5,000,000, such certificate shall be accompanied by a written opinion from an Independent Financial Advisor that the transaction is fair from a financial point of view, or are no less favorable view to the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million A certificate evidencing such resolution shall be delivered to the Trustee within five Business Days after the consummation of such Affiliate Transaction. The foregoing provisions will not apply to (i) any Restricted Payment that is not prohibited by Section 4.06 of this Indenture; or (ii) any transac- tion, approved by the Board of Directors of the IssuerCompany, with an officer or director of the Company or of any Subsidiary in his or her capacity as officer or director entered into in the ordinary course of business, including a majority compensation and employee benefit arrangements with any officer or director of the disinterested members of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Company.

Limitation on Transactions with Affiliates. The Co-Issuer will shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, enter intolease, amend transfer or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into or make or amend any service) involving aggregate consideration in excess of $2.0 million transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing, an “Affiliate Transaction”), other than unless (i) such Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Co-Issuer or the applicable relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’sby the Co-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiary. Any Subsidiary with an unrelated Person and (ii) the Co-Issuer delivers to the Trustee (a) with respect to any Affiliate Transaction (and each or series of related Affiliate Transactions which are part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 2.5 million, a resolution of the Board of Directors of the Issuer, including set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval and (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part involving aggregate consideration in excess of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior an opinion as to the consummation thereof, deliver an officers’ certificate fairness to the Trustee certifying Holders 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: (i) any employment arrangements with any executive officer of the Co-Issuer or a Restricted Subsidiary that such transaction complies with is entered into by the foregoing provision. The restrictions set forth Co-Issuer or any of its Restricted Subsidiaries in the second paragraph ordinary course of this covenant shall business and consistent with compensation arrangements of similarly situated executive officers at comparable companies engaged in Permitted Businesses, (ii) transactions between or among the Co-Issuer and/or its Restricted Subsidiaries, (iii) payment of outside directors’ fees in an aggregate annual amount not apply to:to exceed $50,000 per Person, (iv) Restricted Payments and Permitted Investments that are permitted by Section 4.07 and (v) the issuance or sale of Equity Interests (other than Disqualified Stock) of the Co-Issuer.

Limitation on Transactions with Affiliates. The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, enter intolease, amend transfer or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into or make or amend any service) involving aggregate consideration in excess of $2.0 million transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing, an “Affiliate Transaction”), other than unless (i) such Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company or the applicable relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Issuer Company or such Restricted Subsidiary. Any Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction (and each or series of related Affiliate Transactions which are part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 2.5 million, a resolution of the Board of Directors of the Issuer, including set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval and (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part involving aggregate consideration in excess of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior an opinion as to the consummation thereof, deliver an officers’ certificate fairness to the Trustee certifying Holders 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: (i) any employment arrangements with any executive officer of the Company or a Restricted Subsidiary that such transaction complies with is entered into by the foregoing provision. The restrictions set forth Company or any of its Restricted Subsidiaries in the second paragraph ordinary course of this covenant shall business and consistent with compensation arrangements of similarly situated executive officers at comparable companies engaged in Permitted Businesses, (ii) transactions between or among the Company and/or its Restricted Subsidiaries, (iii) payment of outside directors’ fees in an aggregate annual amount not apply to:to exceed $50,000 per Person, (iv) Restricted Payments and Permitted Investments that are permitted by Section 4.07 and (v) the issuance or sale of Equity Interests (other than Disqualified Stock) of the Company.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, enter into, amend into or conduct suffer to exist any transaction or series of related transactions (each of the foregoing, an "AFFILIATE TRANSACTION") (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease property or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any serviceservices) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any Affiliate of their respective Affiliates the Company or any Restricted Subsidiary (each an “other than Exempted Affiliate Transaction”Transactions), other than unless (i) such Affiliate Transactions that are on terms that, taken as a whole, are Transaction is fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of viewview to the Company or such Restricted Subsidiary, or as the case may be, and is on 103 terms that are no less favorable to the Issuer Company or such Restricted Subsidiary, as the applicable Restricted Subsidiary case may be, than those that might reasonably could have been obtained in a comparable transaction at such time on an arm’sarms-length basis from a Person transaction with third parties that is are not an Affiliate of the Issuer or such Restricted Subsidiary. Any Affiliates, (ii) with respect to any Affiliate Transaction involving aggregate consideration equal to or greater than US$5 million (or, to the extent non-US Dollar denominated, the US Dollar Equivalent of such amount), the Company will deliver an officer's certificate to the Trustee certifying that such Affiliate Transaction complies with clause (i) above and each series of related such Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be Transaction has been approved by the Board of Directors of the Issuer, including a majority of the disinterested Disinterested Directors of the Company or, in the event no members of the Board of Directors of the Issuer, if any, such approval Company are Disinterested Directors with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction included in this clause (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 millionii), the Issuer shallCompany will obtain a written opinion from a recognized U.S. investment banking firm, prior to the consummation thereof, deliver an officers’ certificate to the Trustee appraisal firm or independent public accounting firm certifying that such transaction complies Affiliate Transaction is fair to the Company or its Restricted Subsidiary, as the case may be, from a financial point of view and (iii) with respect to any Affiliate Transaction involving aggregate consideration in excess of US$10 million (or, to the foregoing provision. The restrictions extent non-US Dollar denominated, the US Dollar Equivalent of such amount), the Company will obtain a written opinion from a recognized United States investment banking firm, appraisal firm or independent public accounting firm to the effect set forth in the second paragraph of this covenant shall not apply to:preceding clause (ii).

Limitation on Transactions with Affiliates. The Issuer Investor will not, and will not cause or permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, enter intolease, amend transfer or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into or make or amend any service) involving aggregate consideration in excess of $2.0 million transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of their respective Affiliates the Investor (each each, an “Affiliate Transaction”), other than unless: the Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Investor or the applicable relevant Restricted Subsidiary than those that might reasonably have been could be obtained at the time of such transaction in arm’s-length dealings in a comparable transaction at such time on an arm’s-length basis from with a Person that is not such an Affiliate of Affiliate; and the Issuer or such Restricted Subsidiary. Any Investor delivers to the Lender: with respect to any Affiliate Transaction (and each or series of related Affiliate Transactions which are part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 2.5 million, a resolution of the Investor’s Board of Directors of the Issuer, including set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies Directors; and with the foregoing provisions. If the Issuer or respect to any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions involving aggregate consideration in excess of $7.5 million, an opinion as to the fairness to the Investor or such Subsidiary of such Affiliate Transaction from a financial point of view issued by a Qualified Expert. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 0: any employment agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Investor or any of its Restricted Subsidiaries in the ordinary course of business and compensation (including bonuses and equity compensation) paid to and other benefits (including retirement, health and other benefit plans) and indemnification arrangements provided on behalf of directors, officers and employees of the Investor or any Restricted Subsidiary; transactions between or among or solely for the benefit of the Investor and/or its Restricted Subsidiaries; transactions with a Person (other than an Unrestricted Subsidiary of the Investor) that is an Affiliate of the Investor solely because the Investor owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person; payment of reasonable directors’ fees to Persons who are not otherwise Affiliates of the Investor; any issuance of Equity Interests (other than Disqualified Shares) of the Investor to Affiliates of the Investor; Restricted Payments that do not violate the provisions of this Schedule described above under Section 0 (Limitation on Restricted Payments) or Permitted Investments; loans or advances to employees for travel and relocation in the ordinary course of business not to exceed $1.0 million in the aggregate at any one time outstanding; the entering into of a tax sharing agreement, or payments pursuant thereto, between the Investor and/or one or more Subsidiaries, on the one hand, and any other Person with which the Investor or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Investor or such Subsidiaries are part of a common plan) consolidated group for tax purposes, on the other hand; provided that involves an aggregate Fair Market Value any payments by the Investor and the Restricted Subsidiaries required under such agreement are not in excess of more the tax liabilities that would have been payable by them on a stand-alone basis; transactions contemplated by supply, purchase or sale agreements with suppliers or purchasers or sellers of goods or services (other than $10.0 millionthe Investor or its Subsidiaries), in each case in the Issuer shallordinary course of business and otherwise in compliance with the terms of this Schedule; provided that if such agreement is effected on or after the date of this Agreement, prior such agreement is fair to the consummation thereof, deliver Investor or such Subsidiary of the Investor or is on terms (taken as a whole) at least as favourable as might reasonably have been obtained at such time from an officers’ certificate unaffiliated party and the Investor delivers to the Trustee Lender a resolution of the Investor’s Board of Directors set forth in an Officers’ Certificate certifying that such transaction agreement complies with this clause (i) and that such agreement has been approved by a majority of the foregoing provision. The restrictions set forth disinterested members of such Board of Directors; the granting and performance of SEC registration rights for securities of the Investor; and transactions pursuant to agreements in existence on the second paragraph date of this covenant shall not apply to:Agreement (on the terms in effect on such date) and disclosed in writing to the Lender.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 10.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 25.0 million, the Issuer Company shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies 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 Advisor and file the same with the foregoing provisionTrustee. The restrictions set forth in the second paragraph of this covenant shall not apply to:

Limitation on Transactions with Affiliates. The Issuer will (a) LNR shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend into or conduct permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective its Affiliates (each an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than (x) Permitted Affiliate Transactions that are and (y) Affiliate Transactions on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer LNR or the applicable Restricted such Subsidiary than those that might reasonably have been obtained or are obtainable in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer LNR or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves ), other than Permitted Affiliate Transactions, involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 5.0 million shall must be approved by the Board of Directors of LNR (or, in the Issuercase of transactions with Lennar Corporation, including or any of its Subsidiaries, by a majority of the disinterested members committee of the Board of Directors of LNR composed entirely of directors who are not officers or directors of Lennar Corporation, or any of its Subsidiaries,) or the IssuerBoard of Directors of LNR's Subsidiary, if any, such as the case may be. Such Board of Director's approval is to be evidenced by a Board Resolution stating that such Board of Directors (including a majority of the directors who do not have any interest in the Affiliate Transaction) has determined that such transaction complies with the foregoing provisions. If the Issuer In addition, if LNR or any Restricted Subsidiary of LNR enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an ), other than Permitted Affiliate Transactions, involving aggregate Fair Market Value payments or other property with a fair market value in excess of more than $10.0 7.5 million, LNR or such Subsidiary, as the Issuer case may be, shall, prior to the consummation thereofof that transaction or transactions, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies with or transactions to LNR or the foregoing provision. The restrictions set forth relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor, except that a fairness opinion will not be required for Additional Partnership Transactions between LNR or any of LNR's Subsidiaries and Lennar Corporation, or any of its Subsidiaries, that in the second paragraph aggregate involve payments or other property with a fair market value of this covenant shall not apply to:$50 million or less during the entire period that Notes are outstanding.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, enter intolease, amend transfer or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into or make or amend any service) involving aggregate consideration in excess of $2.0 million contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (other than the Company or a Wholly Owned Restricted Subsidiary) (each of the foregoing, an “"Affiliate Transaction”"), other than unless (i) such Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company or the applicable relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on with an arm’s-length basis from a unrelated Person that is not an Affiliate of and (ii) the Issuer or such Restricted Subsidiary. Any Company delivers to the Trustee (a) with respect to any Affiliate Transaction (and each or series of related Affiliate Transactions which are part after the date of a common plan) that involves this Indenture involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be 2,000,000 (or the equivalent thereof at time of determination), a resolution described in an Officers' Certificate, certifying that such Affiliate Transaction complies with clause (i) above and such Affiliate Transaction has been approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval Company and (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part after the date of a common plan) that involves this Indenture involving aggregate consideration in excess of $5,000,000 (or the equivalent thereof at time of determination), an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior opinion as to the consummation thereof, deliver an officers’ certificate fairness to the Trustee certifying Holders of the Notes of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized national standing; provided that (1) any transaction with an officer or director of the Company or any Restricted Subsidiary (in connection with such transaction complies with person's compensation, employee benefit or severance arrangements) entered into by the foregoing provision. The restrictions set forth Company or any of its Restricted Subsidiaries in the second paragraph ordinary course of this covenant shall business and customary in the industry of the Company or such Restricted Subsidiary, (2) transactions between or among the Company and its Restricted Subsidiaries, (3) the Programming Agreement, (4) the Operating Agreement and (5) Restricted Payments and Permitted Investments that are permitted under Section 4.7, in each case, will not apply to:be deemed Affiliate Transactions.

Limitation on Transactions with Affiliates. The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of any of its properties or assets to, directly or indirectlypurchase any property or assets from, or enter intointo or make any contract, amend agreement, understanding, loan, advance or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than or any series of related Affiliate Transactions that are Transactions, unless (i) such Affiliate Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company or the applicable Restricted relevant Subsidiary than those that might reasonably could have been obtained in a comparable transaction at by the Company or such time on Subsidiary with an arm’s-length basis from a unrelated Person that is not and (ii) the Company delivers to the Trustee (a) with respect to an Affiliate of the Issuer Transaction, or such Restricted Subsidiary. Any Affiliate Transaction (and each any series of related Affiliate Transactions which are part of a common plan) that involves Transactions, involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 2.5 million, a resolution of the Board of Directors of the Issuer, including set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuerand (b) with respect to an Affiliate Transaction, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part Transactions, involving aggregate consideration in excess of a common plan) that involves an aggregate Fair Market Value of more than $10.0 5 million, an opinion as to the Issuer shallfairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that the following shall not be deemed to be Affiliate Transactions: (w) transactions or payments pursuant to any employment arrangements, director or officer indemnification agreements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of business of the Company or such Subsidiary, (x) transactions between or among the Company and/or any of its Subsidiaries, (y) any transaction or series of related transactions pursuant to terms entered into prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph date of this covenant shall not apply to:Indenture and (z) Restricted Payments by the Company which are permitted by Section 4.3 and are made on a PRO RATA basis to each stockholder of the Company.

Limitation on Transactions with Affiliates. (i) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct permit or suffer to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, with or for the benefit of, of any of their respective Affiliates (each an “"Affiliate Transaction”"), other than (a) Affiliate Transactions permitted under paragraph (ii) of this Section 4.11 and (b) Affiliate Transactions that are on terms that, taken as a whole, that are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million 1,000,000 shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value fair market value of more than $10.0 million10,000,000, the Issuer Company shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies 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 Advisor and file the same with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. (a) The Issuer will Issuers shall not, and will shall not cause or permit any of its their Restricted Subsidiaries to, directly or indirectly, enter into, amend into or conduct suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease property or exchange services) with any Affiliate (including entities in which the Issuers or any of its Restricted Subsidiaries own a minority interest) or holder of 10% or more of the Issuers' Common Stock (an "Affiliate Transaction") other than transactions existing on the date hereof and described on Schedule 4.11 hereto, or extend, renew, waive or otherwise modify the terms of any propertyAffiliate Transaction entered into prior to the Issue Date if such extension, renewal, waiver or other modification is more disadvantageous to the guaranteeing Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between or among the Issuers and their Wholly-Owned Subsidiaries; or (ii) the terms of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “such Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, Transaction are fair and reasonable to the Issuer Issuers or such Restricted Subsidiary, as the applicable case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Issuers or such Restricted Subsidiary from a financial point of viewSubsidiary, or are no less favorable to as the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained case may be, in a comparable transaction at such time made on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiarybetween unaffiliated parties. Any In any Affiliate Transaction (and each series of related Affiliate Transactions which are part of involving an amount or having a common plan) that involves aggregate payments or other property with a Fair Market Value value in excess of $25.0 million shall be approved by 1,000,000 which is not permitted under clause (i) above, the Board of Directors of the Issuer, including Issuers must obtain a majority of the disinterested members resolution of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer shall, prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction Affiliate Transaction complies with clause (ii) above. In transactions with a value in excess of $3,000,000 which are not permitted under clause (i) above, the foregoing provision. The restrictions set forth in Issuers must obtain a written opinion as to the second paragraph fairness of this covenant shall not apply to:such a transaction from an independent investment banking firm.

Limitation on Transactions with Affiliates. The Issuer will not, (a) Parent and will Publishing shall not cause or and shall not permit any of its their respective Restricted Subsidiaries to (i) sell, lease, transfer, issue or otherwise dispose of any of its properties or assets or securities to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of ii) purchase any property, the guaranteeing of assets or securities from, (iii) make any Indebtedness Investment in, or the rendering of (iv) enter into or suffer to exist any service) involving aggregate consideration in excess of $2.0 million with, contract or agreement with or for the benefit of, an Affiliate of Parent, Publishing or any of their respective Affiliates Subsidiaries (each an “"Affiliate Transaction”"), other than Affiliate Transactions permitted under the following paragraph, unless the Board of Directors of Parent, pursuant to a Board Resolution, reasonably and in good faith determines that are such Affiliate Transaction is fair to Parent, Publishing or such Restricted Subsidiary, as the case may be, and is on terms that, taken at least as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or are no less favorable to the Issuer or the applicable Restricted Subsidiary than those that as might reasonably have been obtained in a comparable transaction obtainable at such time on from an arm’s-length basis from a Person that is not an unaffiliated party. All Affiliate of the Issuer or such Restricted Subsidiary. Any Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million 2,000,000 shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyParent, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or In addition, neither Publishing, Parent nor any of their respective Restricted Subsidiary enters Subsidiaries shall enter into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of involving or having a common plan) that involves an aggregate Fair Market Value value of more than $10.0 million5 million to Publishing, the Issuer shallParent or any of their respective Restricted Subsidiaries unless Publishing, prior Parent or such Restricted Subsidiary has received an opinion from an Independent Financial Advisor to the consummation thereofeffect that the financial terms of such Affiliate Transaction are fair to Publishing, deliver Parent or such Restricted Subsidiary or are at least as favorable as might reasonably have been obtained at such time from an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:unaffiliated party.

Limitation on Transactions with Affiliates. The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly sell, lease, transfer or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange otherwise dispose of any propertyof its properties or assets to, the guaranteeing of or purchase any Indebtedness property or the rendering of assets from, or enter into or make or amend any service) involving aggregate consideration in excess of $2.0 million transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing actions, considered separately, an “"Affiliate Transaction”"), other than unless (i) such Affiliate Transactions that are Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company or the applicable relevant Restricted Subsidiary than those that might reasonably would have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of by the Issuer Company or such Restricted Subsidiary. Any Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction (and each or series of related Affiliate Transactions which are part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 1.0 million, a resolution of the Board of Directors of the Issuer, including set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval and (b) with respect to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part involving aggregate consideration in excess of a common plan) that involves an aggregate Fair Market Value of more than $10.0 5.0 million, an opinion as to the Issuer shallfairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm, in each case, of national standing; provided that Affiliate Transactions shall not include (A) any employment agreement, stock option, employee benefit, indemnification, compensation (including the payment of reasonable fees to Directors of the Company or its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries), business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary, (B) transactions between or among the Company and/or its Restricted Subsidiaries and Strategic Alliance Clients not otherwise prohibited by this Indenture, (C) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $500,000 in aggregate principal amount outstanding at any one time, and (D) Restricted Payments that are permitted by the provisions of Section 4.3 hereunder, (E) Permitted Investments enumerated in clauses (a), (b), (c), (g) and (h) of the definition thereof, (F) the tax sharing agreement with ICII, relating to periods prior to the consummation thereofCompany's initial public offering, deliver an officers’ certificate (G) administrative benefits and services provided to the Trustee certifying that such transaction complies Company by ICII, including computer hardware and software, in an annual amount not in excess of $100,000, (H) a registration rights agreement with the foregoing provision. ICII entered into in November 1996 and (I) a five year consulting agreement with The restrictions set forth Xxxxx Consulting Group entered into in the second paragraph of this covenant shall not apply to:June 1996.

Limitation on Transactions with Affiliates. (a) The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend into or conduct permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective its Affiliates (each an “"Affiliate Transaction”"), other than (x) Affiliate Transactions that are on permitted under paragraph (b) below and (y) Affiliate Transactions conducted in good faith, the terms that, taken as a whole, of which are fair and reasonable to the Issuer Company or the applicable such Restricted Subsidiary from a financial point of view, or and which are no less favorable to the Issuer Company or the applicable such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any All Affiliate Transaction Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value fair market value in excess of $25.0 million 500,000 shall be approved by the Board of Directors of the IssuerCompany or such Restricted Subsidiary, including a majority of as the disinterested members of the Board of Directors of the Issuer, if anycase may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value fair market value or payments to an Affiliate, as the case may be, of more than $10.0 million2,500,000, the Issuer Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation consumma- tion thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of such transaction complies 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 foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. The Issuer will Company shall not, and will shall not cause or permit any of its Restricted Subsidiaries to sell, lease, transfer or otherwise dispose of any of its properties or assets to, directly or indirectlypurchase any property or assets from, or enter intointo or make any contract, amend agreement, understanding, loan, advance or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million guarantee with, or for the benefit of, any of their respective Affiliates Affiliate (each of the foregoing, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), other than or any series of related Affiliate Transactions that are Transactions, unless (i) such Affiliate Transaction is on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer Company or the applicable Restricted relevant Subsidiary than those that might reasonably could have been obtained in a comparable transaction at by the Company or such time on Subsidiary with an arm’s-length basis from a unrelated Person that is not and (ii) the Company delivers to the Trustee (a) with respect to an Affiliate of the Issuer Transaction, or such Restricted Subsidiary. Any Affiliate Transaction (and each any series of related Affiliate Transactions which are part of a common plan) that involves Transactions, involving aggregate payments or other property with a Fair Market Value consideration in excess of $25.0 million shall be approved by 2.5 million, a resolution of the Board of Directors of the Issuer, including set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Issuerand (b) with respect to an Affiliate Transaction, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part Transactions, involving aggregate consideration in excess of a common plan) that involves an aggregate Fair Market Value of more than $10.0 5.0 million, an opinion as to the Issuer shallfairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; PROVIDED that the following shall not be deemed to be Affiliate Transactions: (w) transactions or payments pursuant to any employment arrangements, director or officer indemnification agreements or employee or director benefit plans entered into by the Company or any of its Subsidiaries in the ordinary course of 42 business of the Company or such Subsidiary, (x) transactions between or among the Company and/or any of its Subsidiaries, (y) any transaction or series of related transactions pursuant to terms entered into prior to the consummation thereof, deliver an officers’ certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph date of this covenant shall not apply to:Indenture and (z) Restricted Payments by the Company which are permitted by Section 4.3 and are made on a PRO RATA basis to each stockholder of the Company.

Limitation on Transactions with Affiliates. (a) The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend into or conduct permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness property or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions that are permitted under paragraph (b) below and (y) Affiliate Transactions on terms that, taken as a whole, are fair and reasonable to the Issuer or the applicable Restricted Subsidiary from a financial point of view, or that are no less favorable to the Issuer or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Except with respect to paragraph (b) below, with respect to all Affiliate Transaction Transactions, the Company shall deliver an Officers’ Certificate to the Trustee certifying that such transactions are in compliance with clause (a)(y) of the preceding paragraph. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) that involves involving aggregate payments or other property with a Fair Market Value in excess of $25.0 3.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany (including a majority of the disinterested members thereof), such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of related to a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, deliver an officers’ certificate obtain a favorable opinion as to the Trustee certifying that fairness of the financial terms of such transaction complies or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from an Independent Financial Advisor and file the same with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:Trustee.

Limitation on Transactions with Affiliates. The Issuer Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates (each an “Affiliate Transaction”), other than Affiliate Transactions that are on terms that, taken as a whole, are fair and reasonable to the Issuer Company or the applicable Restricted Subsidiary from a financial point of view, or and are no less favorable to the Issuer Company or the applicable Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Issuer Company or such Restricted Subsidiary. Any Affiliate Transaction (and each series of related Affiliate Transactions which are part of a common plan) that involves aggregate payments or other property with a Fair Market Value in excess of $25.0 million shall be approved by the Board of Directors of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if anyCompany, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Issuer Company or any Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions which are part of a common plan) that involves an aggregate Fair Market Value of more than $10.0 million, the Issuer Company shall, prior to the consummation thereof, deliver an officersOfficers’ certificate Certificate to the Trustee certifying that such transaction complies with the foregoing provision. The restrictions set forth in the second paragraph of this covenant shall not apply to:

Limitation on Transactions with Affiliates. The Issuer will shall not, and will shall not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, enter into, amend or conduct suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, saleexchange or lease of assets, lease property or exchange of services) with any property, the guaranteeing of any Indebtedness or the rendering of any service) involving aggregate consideration in excess of $2.0 million with, or for the benefit of, any of their respective Affiliates Affiliate (each an “Affiliate Transaction”)) or extend, renew, waive or otherwise modify in any material respect the terms of any Affiliate Transaction entered into prior to or on the Issue Date, if the terms of such Affiliate Transaction after giving effect to such extension, renewal, replacement, waiver or other than Affiliate Transactions that are on terms thatmodification, taken as a whole, are more disadvantageous to the Holders of Notes in any material respect than the original agreement as in effect on the Issue Date unless (1) such Affiliate Transaction is between or among the Issuer, one or more of its Wholly Owned Subsidiaries, and/or one or more of the Restricted Subsidiaries that are also Guarantors; or (2) the terms of such Affiliate Transaction are fair and reasonable to the Issuer or such Restricted Subsidiary, as the applicable Restricted Subsidiary from a financial point case may be, and the terms of view, or such Affiliate Transaction are no less at least as favorable as the terms that could reasonably be expected to be obtained by the Issuer or such Restricted Subsidiary, as the applicable Restricted Subsidiary than those that might reasonably have been obtained case may be, in a comparable transaction at such time made on an arm’s-length basis from a Person that is not an Affiliate of the Issuer or such Restricted Subsidiarybetween unaffiliated parties. Any In any Affiliate Transaction (and each or any series of related Affiliate Transactions which that are similar or part of a common plan) that involves aggregate payments involving an amount or other property with having a Fair Market Value fair market value in excess of $25.0 10.0 million shall be approved by that is not permitted under clause (1) above, the Board of Directors Issuer must obtain a resolution of the Issuer, including a majority of the disinterested members of the Board of Directors of the Issuer, if any, such approval to be evidenced by a Board Resolution stating Issuer certifying that such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisionsclause (2) above. If the Issuer or In any Restricted Subsidiary enters into an Affiliate Transaction (or a any series of related Affiliate Transactions which that are similar or part of a common plan) involving an amount or having a fair market value in excess of $40.0 million that involves an aggregate Fair Market Value of more than $10.0 millionis not permitted under clause (1) above, the Issuer shall, prior must obtain a favorable written opinion as to the consummation thereoffairness, deliver an officers’ certificate to the Trustee certifying that from a financial point of view, of such transaction complies with or transactions, as the foregoing provisioncase may be, from an Independent Financial Advisor. The restrictions set forth in the second paragraph of this covenant foregoing provisions shall not apply to: