Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0002,000,000, either the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) aboveabove or such transaction or series of related transactions is approved by a majority of the Disinterested Directors of the Board of Directors of the Company, and or in the event there is only one Disinterested Director, by such Disinterested Director, (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0005,000,000, either (Ai) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view and (d) with respect to any transaction or series of related transactions involving aggregate value in excess of $25,000,000, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transaction or series of related transactions is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), entered into in the ordinary course of business; (ii) transactions between any transaction permitted as a Restricted Payment or among the Company and/or its Subsidiaries, Permitted Investment pursuant to Section 1009; (iii) Permitted Payments, the payment of customary fees to directors of the Company and its Restricted Subsidiaries; (iv) Restricted Payments made in accordance any transaction with Section 10.9 any officer or Permitted Payments, and member of the Board of Directors of the Company involving indemnification arrangements; (v) management agreements loans or similar agreements between (A) advances to officers of the Company or in the ordinary course of business not to exceed $1,000,000 in any Subsidiary calendar year; and (Bvi) Affiliates any transactions undertaken pursuant to any contractual obligations in which existence on the Company Issue Date (as in effect on the Issue Date) or otherwise disclosed in the offering memorandum relating to the offer and sale of the Securities and any Subsidiary has made renewals, replacements or modifications of such obligations (pursuant to new transactions or otherwise) on terms no less favorable than could be received from an Investmentunaffiliated third party.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, (b2) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0001.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a1) above, and (c3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0002.5 million, either (A) such transaction or series of related transactions has been approved by either (a) a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bb) the Audit Committee of the Board of Directors of the Company by a majority of members thereof who do not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (4) with respect to any transaction or series of related transactions involving aggregate value in excess of $10.0 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.to:

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, party and (b) (i) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the CompanyCompany (and approved by a majority of Independent Directors or, or in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director, or ) and (Bii) the Company delivers with respect to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of any transaction or series of related transactions for which involving aggregate payments in excess of $5,000,000, an opinion is required stating that as to the transactions or series of related transactions are fair fairness to the Company or such Restricted Subsidiary from a financial point of view; providedview issued by an investment banking or appraisal firm of national standing. Notwithstanding the foregoing, however, that clauses (a) through (c) above shall this provision will not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officerofficer or director of the Company), director or employee of (B) any transaction entered into by the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among one of its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted PaymentsCompany, and (vC) management agreements or similar agreements between (A) transactions in existence on the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentdate of this Indenture.

Limitation on Transactions with Affiliates. (a) The Company will notshall not enter, and will shall not permit any of its Subsidiaries toto enter, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than (x) the making of a Restricted Payment or Restricted Investment otherwise permitted by Section 4.10 or those transactions specifically permitted by Section 4.10(b), (y) transactions between or among Non-Recourse Subsidiaries of the Company or (z) transactions between or among the Company and its Subsidiaries (other than Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or investment or any purchase, sale, lease or exchange of property or the rendering of any service, unless the terms of such transaction or series of transactions are set forth in writing and at least as favorable as those available in a Subsidiarycomparable transaction in arms-length dealings from an unrelated Person; provided that (i) unless if any such transaction or series of related transactions is entered (other than any purchase or sale of inventory in the ordinary course of business, but including entering into any long-term arrangement involving the purchase of granules or glass fiber from, or the provision of management services of the type currently provided under the Management Agreement by, an Affiliate of the Company, including ISP or a Subsidiary thereof) involves aggregate payments or other consideration in good faith and (a) excess of $10,000,000, such transaction or series of related transactions is on terms that are no less favorable to shall be approved (and the value of any non-cash consideration shall be determined) by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, than those that would be available having no personal stake in a comparable transaction in arm’s-length dealings with an unrelated third partysuch business, (b) with respect to any transaction or series of related transactions involving aggregate value transactions; and (ii) in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying event that such transaction or series of related transactions complies with clause (aother than any purchase or sale of inventory in the ordinary course of business or other than purchases of granules or glass fiber from an Affiliate of the Company, including ISP or a Subsidiary thereof) above, and (c) with respect to any transaction involves aggregate payments or series of related transactions involving aggregate value other consideration in excess of $10,000,00035,000,000 (with the value of any non-cash consideration being determined by a majority of those members of the Board of Directors of the Company or such Subsidiary, either (A) as the case may be, having no personal stake in such business, transaction or transactions), the Company or such Subsidiary, as the case may be, shall have also received a written opinion from a nationally recognized investment banking firm that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers fair to the Trustee a written opinion shareholders, in their capacity as such, of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewview and such opinion has been delivered to the Trustee; providedprovided further, however, in the event that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director each member of the Board of Directors of the Company or any the Subsidiary, as the case may be, proposing to engage in a transaction or series of its Subsidiaries entered into related transactions described in the ordinary course preceding proviso has a personal stake in such business, transaction or transactions, the Company or such Subsidiary may enter into such transaction or series of business (including compensation and employee benefit arrangements with any officertransactions if the Company or such Subsidiary, director or employee as the case may be, shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or any such Subsidiary, including under in their capacity as such (the determination as to the value of any stock option or stock incentive plansnon-cash consideration referred to in the preceding proviso to be made by such investment banking firm), (ii) transactions between or among and such opinion shall have been delivered to the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentTrustee.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a1) such transaction or series of related transactions is on terms in all material respects that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, (b2) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0001.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by either (a) a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bb) the Audit Committee of the Board of Directors of the Company by a majority of members thereof who do not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions and (3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10.0 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to: transactions and agreements in existence on the Issue Date and any renewals, amendments, modifications and changes to such agreements which are not adverse in any material respect to the Company; transactions between or among the Company or any of the Restricted Subsidiaries; Restricted Payments or other transactions expressly permitted by this Indenture; compensation (iincluding bonuses and equity compensation) any transaction with an employee paid to and other benefits (including retirement, health and other benefit plans, profit sharing plans, awards and transactions under stock incentive plans or director management equity subscription agreements), severance agreements, and indemnification or insurance arrangements provided on behalf of officers, directors, managers, employees or consultants of the Company or any Restricted Subsidiary, in each case in the ordinary course of business; the existence of, or the performance by the Company or any Restricted Subsidiary of its Subsidiaries entered obligations under the terms of, any stockholders’ agreement (including any registration rights agreement or purchase agreement but excluding any management agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners, lessors or lessees of property (real or personal) or purchasers or sellers of goods or services, in each case in the ordinary course of business (including compensation and employee benefit arrangements otherwise in compliance with any officerthe terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, director or employee of on terms substantially similar to those contained in similar contracts entered into by the Company or any SubsidiaryRestricted Subsidiary with unaffiliated third parties, including under any stock option or stock incentive plans), (ii) transactions between or among if neither the Company and/or its Subsidiariesnor any Restricted Subsidiary has entered into a similar contract with a third party, on terms that are in the reasonable determination of the senior management of the Company, at least as favorable as might reasonably have been obtained at such time from an unaffiliated third party; the issuance of Qualified Capital Stock (iiiincluding all warrants, options or other rights to acquire Qualified Capital Stock) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Paymentsof the Company; loans and advances to, and (v) management agreements reimbursements of, officers, directors, managers and employees for business related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business or similar agreements between (A) consistent with past practices and in compliance with all applicable laws; and the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any employment agreement to which it is a party as of the Issue Date and (B) Affiliates any renewals, amendments, modifications and changes to such agreements which are not adverse in any material respect to the Company, and any similar agreements which it may enter into thereafter, in each case in the Company or any Subsidiary has made an Investmentordinary course of business.; and

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) sell, lease, transfer or otherwise dispose of any of its properties, assets or securities to, (ii) purchase or lease any property, assets or securities from, (iii) make any Investment in, or (iv) enter into or amend any transaction contract or agreement with or for the benefit of, either (A) an Affiliate of any of them, (B) any Person, or Person who is a member of a group (as such term is used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) that, directly or indirectly, is the beneficial holder of 10% or more of any class of equity securities of the Company, (C) any Person who is an Affiliate of any such holder, or (D) any officers, directors, or employees of any of the above (each case under (A), (B), (C) and (D), an "Affiliate Transaction"), in one or a series of related transactions (includingto either party), without limitationexcept for transactions evidenced by an Officers' Certificate addressed and delivered to the Trustee stating that such Affiliate Transaction is made in good faith, the sale, purchase, exchange or lease terms of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith which are fair and (a) such transaction or series of related transactions is on terms that are no less favorable reasonable to the Company or and such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third partyor, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, Affiliate Transactions between the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in Subsidiaries, to the ordinary course of business Company; provided that (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (iiv) transactions between or among the Company and/or and any of its SubsidiariesRestricted Subsidiaries shall not be deemed to constitute Affiliate Transactions, (iiiw) Permitted Paymentsany reasonable employment, (iv) Restricted Payments made in accordance with Section 10.9 compensation, benefit or Permitted Payments, and (v) management agreements or similar agreements between (A) indemnification agreement entered into by the Company or any Subsidiary of its Restricted Subsidiaries in the ordinary course of business shall not be deemed to constitute Affiliate Transactions, (x) Restricted Payments that are permitted by the provisions of this Indenture described in Section 4.08 shall not be deemed to constitute Affiliate Transactions, (y) any sale of Capital Stock (other than Disqualified Stock) of the Company shall not be deemed to constitute Affiliate Transactions, and (Bz) Affiliates with respect to any Affiliate Transaction or series of related transactions with an aggregate value (to either party) in which excess of $2 million (excluding issuances of Qualified Stock of the Company and any forgiveness of Indebtedness to an Affiliate existing on the Issue Date), the Company must, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to itself from a financial point of view from an independent accounting, appraisal or any Subsidiary has made an Investmentinvestment banking firm of national reputation.

Limitation on Transactions with Affiliates. (a) The Company will notshall not enter, and will shall not permit any of its Subsidiaries toto enter, directly or indirectly, enter into any transaction or series of related transactions (with any Affiliate of the Company, including, without limitation, the any loan, advance or investment or any purchase, sale, purchase, lease or exchange or lease of assets, property or services) with or for the benefit rendering of any Affiliate service, unless the terms of the Company such transaction or series of transactions are set forth in writing and at least as favorable as those available in a comparable transaction in arms-length dealings from an unrelated Person; provided, however, that (other than the Company or a Subsidiaryi) unless if any such transaction or series of related transactions is entered into (other than any purchase or sale of inventory in good faith and (athe ordinary course of business) involves aggregate payments or other consideration in excess of $2,000,000, such transaction or series of related transactions is on terms that are no less favorable to shall be approved (and the value of any non-cash consideration shall be determined) by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, than those that would be available having no personal stake in a comparable transaction in arm’s-length dealings with an unrelated third partysuch business, (b) with respect to any transaction or series of related transactions involving aggregate value transactions; and (ii) in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying event that such transaction or series of related transactions complies with clause (aother than any purchase or sale of inventory in the ordinary course of business) above, and (c) with respect to any transaction involves aggregate payments or series of related transactions involving aggregate value other consideration in excess of $10,000,00020,000,000 (with the value of any non-cash consideration being determined by a majority of those members of the Board of Directors of the Company or such Subsidiary, either (A) as the case may be, having no personal stake in such business, transaction or transactions), the Company or such Subsidiary, as the case may be, shall have also received a written opinion from a nationally recognized investment banking firm that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers fair to the Trustee a written opinion shareholders, in their capacity as such, of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewview and such opinion has been delivered to the Trustee; provided, howeverfurther, in the event that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director the Board of Directors of the Company or any the Subsidiary, as the case may be, proposing to engage in a transaction or series of its Subsidiaries entered into related transactions described in the ordinary course preceding proviso does not have any members having no personal stake in such business, transaction or transactions, the Company or such Subsidiary may enter into such transaction or series of business (including compensation and employee benefit arrangements with any officertransactions if the Company or such Subsidiary, director or employee as the case may be, shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or any such Subsidiary, including under in their capacity as such (the determination as to the value of any stock option or stock incentive plansnon-cash consideration referred to in the preceding proviso to be made by such investment banking firm), (ii) transactions between or among and such opinion shall have been delivered to the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentTrustee.

Limitation on Transactions with Affiliates. The After the Issue Date, the Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into any contract, agreement, arrangement or transaction with any Affiliate (an "Affiliate Transaction") or any series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company Transactions (other than the Company or a Subsidiary) unless Exempted Affiliate Transactions), except for such transaction or series of related transactions is entered into Affiliate Transactions made in good faith faith, the terms of which are fair and (a) such transaction or series of related transactions is on terms that are no less favorable reasonable to the Company or such Subsidiary, as the case may be, than those that would and are at least as favorable as the terms which could be available obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction in arm’smade on an arm's-length dealings basis with persons who are not Affiliates. Without limiting the foregoing, (a) any Affiliate Transaction or series of related Affiliate Transactions (other than Exempted Affiliate Transactions) with an unrelated third partyaggregate value in excess of $5.0 million must first be approved pursuant to a Board Resolution by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction, and (b) with respect to any transaction Affiliate Transaction or series of related transactions involving Affiliate Transactions (other than Exempted Affiliate Transactions) with an aggregate value in excess of $1,000,000, 20.0 million the Company delivers must first obtain (i) a favorable written opinion from an Officers’ Certificate independent financial advisor of national reputation as to the Trustee certifying that fairness from a financial point of view of such transaction to the Company or series such Subsidiary or (ii) in the case of related transactions complies with clause (a) above, and (c) with respect to any a real estate transaction or series of related real estate transactions involving with an aggregate value in excess of $10,000,00020.0 million but not in excess of $50.0 million an opinion from an independent, either (A) qualified appraiser that the consideration received in connection with such transaction or series of related transactions has been approved by a majority was comparable to the Fair Market Value of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewsubject assets; provided, however, that clauses (a) through (c) above shall not apply to (i) in the case of an individual who serves on the Board of Directors or as an officer of Host Marriott or any transaction with an employee or director of its Subsidiaries on the one hand, and of the Company or any of its Subsidiaries entered into on the other hand, such service, in and of itself, shall not affect such person's status as a disinterested member of the ordinary course Board of business (including compensation and employee benefit arrangements with any officer, director or employee Directors of the Company or any Subsidiary, including under any stock option or stock incentive plans), for purposes of clause (iia) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentof this paragraph.

Limitation on Transactions with Affiliates. The Neither the Company will notnor the Parent shall, and will not neither shall they permit any of its Subsidiaries Restricted Subsidiary to, enter into or suffer to exist, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of of, any Affiliate of the Parent, the Company or any Restricted Subsidiary (other than a Restricted Entity so long as no Affiliate of the Company or Parent (other than a SubsidiaryRestricted Entity) shall beneficially own Capital Stock in such Restricted Entity) unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is are on terms terms, taken as a whole, that are no less favorable to the Company Company, the Parent, or such Restricted Subsidiary, as the case may be, than those that would be available could have been obtained in a comparable an arm's length transaction in arm’s-length dealings with an unrelated third party, parties that are not Affiliates; (bii) with respect to any transaction or series of related transactions involving aggregate value consideration equal to or greater than $5,000,000 (or the equivalent thereof in excess of $1,000,000one or more foreign currencies), the Company delivers Parent will deliver an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, ; and (ciii) with respect to any transaction or series of related transactions involving aggregate value consideration in excess of $10,000,00010,000,000 (or the equivalent thereof in one or more foreign currencies), either the Parent will deliver the Officers' Certificates described in clause (Aii) above, which will also certify that such transaction or series of related transactions transaction has been approved by a majority of the Disinterested Directors of the CompanyBoard of Directors of the Parent, or in that the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee Parent has obtained a written opinion from an independent financial expert certifying that the financial terms of an investment banking firm such transaction or series of national standing related transactions, taken as a whole, are fair to the Company, the Parent, or other recognized independent expert with experience appraising the terms and conditions Restricted Subsidiary, as the case may be, from a financial point of the type of view: provided, that this covenant shall not restrict (1) any transaction or series of related transactions for which an opinion is required stating that between the transactions Company and the Parent, (2) any transaction or series of related transactions are fair to between either the Company or such Subsidiary from a financial point of view; provided, however, that clauses the Parent (aas the case may be) through (c) above shall not apply to (i) any transaction with an employee and one or director more of the Company Restricted Subsidiaries or any of its Subsidiaries entered into in between the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Restricted Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A3) the Company or the Parent from paying reasonable and customary regular compensation and fees to directors of any Subsidiary Restricted Entity who are not employees of any Restricted Entity, (4) the performance of the Parent's obligations under the Stockholders' Agreement, dated as of [ ], among the Parent and the Investors named therein, as amended and supplemented from time to time or (5) the performance of the Company's obligations under the Investment and Stockholders' Agreement, dated as of October 31, 1997, among the Company, Davix Xxxxxxxxx xxx the Investors named therein, as amended; the Investment and Stockholders' Agreement, dated as of August 28, 1995, by and among the Company and the Investors named therein; the Non-Qualified Stock Option Agreement, dated August 4, 1997, between the Company and Richxxx Xxxxxx; xxd the Employment Agreement, dated August 4, 1997, between the Company and Richxxx Xxxxxx, xx each case as amended through the Issue Date; provided that any amendments or modifications to the terms of transactions described in this clause (5) will be (x) no less favorable to the Parent or the Company, as the case may be, than those that could have been obtained in an arm's length transaction with unrelated third parties who are not Affiliates and (By) Affiliates in which approved by the Company or any Subsidiary has made an Investment.Board of

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist, any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of, any Affiliate of the Company or any Restricted Subsidiary (other than the Company or a Restricted Subsidiary so long as no Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or beneficial holder of 5% or more of any class or series of related transactions is entered into Capital Stock of the Company shall beneficially own Capital Stock in good faith and such Restricted Subsidiary), unless (ai) such transaction or series of related transactions is are on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available could have been obtained in a comparable transaction in arm’san arm's-length dealings transaction with an unrelated third partyparties that are not Affiliates of the Company, (bii) with respect to any transaction or series of related transactions involving aggregate value in excess of consideration equal to or greater than $1,000,0005,000,000, the Company delivers has delivered an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, above and (ciii) with respect to any transaction or series of related transactions involving aggregate value in excess of consideration equal to or greater than $10,000,000, either (A) such transaction or series of related transactions has been approved by the Board of Directors of the Company (including a majority of the Disinterested Directors of the Company, Directors) or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee has obtained a written opinion of an from a nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising to the terms and conditions of the type of effect that such transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary its Restricted Subsidiary, as the case may be, from a financial point of view; provided, however, that clauses (a) through (c) above this Section 1011 shall not apply to restrict (i1) any transaction with an customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or director of the Company employment agreements, compensation or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Subsidiary, Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder) and payments under any stock option or stock incentive plansindemnification arrangements permitted by applicable law, (2) the issue and sale by the Company to its stockholders of Capital Stock (other than Redeemable Capital Stock), (ii3) transactions between or among the Company and/or its Subsidiariesany dividends made in compliance with Section 1009, (iii4) Permitted Paymentsloans and advances to officers, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Paymentsdirectors, employees and (v) management agreements or similar agreements between (A) consultants of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business, (B5) Affiliates the performance of any written agreement as in which effect on the date of this Indenture and as amended from time to time, provided that any such amendment is not less favorable in any material respect to the Company or any Restricted Subsidiary has than the terms in effect on the date of this Indenture, (6) tax sharing agreements between the Company and any Restricted Subsidiary providing for the payment by such Restricted Subsidiary of an amount equal to the hypothetical United States tax liability of such Restricted Subsidiary as if such Restricted Subsidiary had filed its own United States federal tax return for any given tax year and (7) transactions with or by any Accounts Receivable Subsidiary made an Investmentin the ordinary course of business.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company a Restricted Subsidiary or B8/32 Partners (each, other than a Subsidiary) Restricted Subsidiary and B8/32 Partners, being an "Interested Person"), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction with unrelated third parties who are not Interested Persons, or, in arm’s-length dealings the event no comparable transaction with an unrelated third partyparty who is not an Interested Person is available, on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be, (b) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,00015,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and such transaction or series of transactions has been approved by the Board of Directors and (c) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,00030,000,000, either the Officers' Certificate referred to in clause (Ab) above also includes a certification that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors (either of the Companyfull Board of Directors or, or in the case of action by a committee thereof, of such committee) or, in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating that the transactions or series of related transactions are fair shall be to the Company or such Subsidiary from a financial point of vieweffect set forth in clause (a) above; provided, however, that clauses (a) through (c) above shall this covenant will not apply to restrict the Company from (i) any transaction with an employee or director paying reasonable and customary regular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, (ii) paying dividends on, or making distributions with respect to, shares of its Subsidiaries entered into Capital Stock of the Company on a pro rata basis to the extent permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted by Section 9.10 hereof, (iv) making loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business and consistent with customary practices in the Oil and Gas Business in an aggregate amount not to exceed $1,000,000 outstanding at any one time, (including compensation and employee benefit arrangements with v) making any officer, indemnification or similar payment to any director or employee officer (A) in accordance with the corporate charter or bylaws of the Company or any Restricted Subsidiary, including (B) under any stock option agreement or stock incentive plans), (iiC) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, under applicable law and (vvi) management agreements or similar agreements between (A) fulfilling obligations of the Company or any Restricted Subsidiary under employee compensation and (B) Affiliates other benefit arrangements entered into or provided for in which the Company or any Subsidiary has made an Investmentordinary course of business.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (viii) any transactions related to the Securitization Facility, (iv) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment, and (v) contributions by the Company or any Subsidiary to a real estate investment trust pursuant to clause (ix) of the definition of Permitted Investments.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary (each, other than a Restricted Subsidiary) , being an "Interested Person"), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction with unrelated third parties who are not Interested Persons, or, in arm’s-length dealings the event no comparable transaction with an unrelated third partyparty who is not an Interested Person is available, on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be, (b) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,00010,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and such transaction or series of transactions has been approved by the Board of Directors and (c) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,00020,000,000, either the Officers' Certificate referred to in clause (Ab) above also includes a certification that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors (either of the Companyfull Board of Directors or, or in the case of action by a committee thereof, of such committee) or, in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating that the transactions or series of related transactions are fair shall be to the Company or such Subsidiary from a financial point of vieweffect set forth in clause (a) above; provided, however, that clauses (a) through (c) above shall this covenant will not apply to restrict the Company from (i) any transaction with an employee or director paying reasonable and customary regular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, (ii) paying dividends on, or making distributions with respect to, shares of its Subsidiaries entered into Capital Stock of the Company on a pro rata basis to the extent permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted by Section 9.10 hereof, (iv) making loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business (including compensation and employee benefit arrangements consistent with any officer, director or employee of customary practices in the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made Oil and Gas Business in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.aggregate amount not to exceed

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the 109 Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (viii) any transactions related to the Securitization Facility, (iv) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment, and (v) contributions by the Company or any Subsidiary to a real estate investment trust pursuant to clause (ix) of the definition of Permitted Investments.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) sell, lease, transfer or otherwise dispose of any of its properties, assets or securities to, (ii) purchase or lease any property, assets or securities from, (iii) make any Investment in, or (iv) enter into or amend any transaction contract or agreement with or for the benefit of, either (A) a present or Former Affiliate of any of them, (B) any Person or Person who is a member of a group (as such term is used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable) that, directly or indirectly, is the beneficial holder of 5% or more of any class of equity securities of the Company, (C) any Person who is an Affiliate of any such holder, or (D) any officers, directors, or employees of any of the above (each case under (A), (B), (C) and (D), an "Affiliate Transaction"), in one or a series of related transactions (includingto either party), without limitationexcept for transactions evidenced by an Officers' Certificate addressed and delivered to the Trustee stating that such Affiliate Transaction is made in good faith, the sale, purchase, exchange or lease terms of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith which are fair and (a) such transaction or series of related transactions is on terms that are no less favorable reasonable to the Company or and such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third partyor, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, Affiliate Transactions between the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into Subsidiaries, to the Company; provided that (v) an Officer's Certificate shall not be required for Affiliate Transactions that, in the ordinary course of business (including compensation and employee benefit arrangements with aggregate, do not exceed $100,000 in any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans)12-month period, (iiw) transactions between or among the Company and/or and any of its SubsidiariesRestricted Subsidiaries shall not be deemed to constitute Affiliate Transactions, (iiix) Permitted Paymentsany reasonable employment, (iv) Restricted Payments made in accordance with Section 10.9 compensation, benefit or Permitted Payments, and (v) management agreements or similar agreements between (A) indemnification agreement entered into by the Company or any Subsidiary of its Restricted Subsidiaries in the ordinary course of business shall not be deemed to constitute Affiliate Transactions, and (By) Affiliates with respect to any Affiliate Transaction or series of related transactions with an aggregate value (to either party) in which excess of $2 million (excluding issuances of Qualified Stock of the Company and any forgiveness of Indebtedness to present or any Subsidiary has made Former Affiliates existing on the Issue Date), the Company must, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to itself from a financial point of view from an Investmentindependent accounting, appraisal or investment banking firm of national reputation.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property any Property or servicesthe rendering of any service) with or for the benefit of of, any Affiliate of the Company (each, other than the Company or a Restricted Subsidiary) , being an "Interested Person"), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is are on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction in arm’s-length dealings with an unrelated third partyparties who are not Interested Persons, (bii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ Officer's Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) aboveabove and such transaction or series of transactions have been approved by a Board Resolution of the Board of Directors of the Company, and (ciii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,000, either the Officer's Certificate referred to in clause (Aii) above also certifies that such transaction or series of related transactions has have been approved by a majority of the Disinterested Directors of the Company(or, or in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating shall be to the effect set forth in clause (i) above or shall state that the transactions such transaction or series of related transactions are fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary); provided, however, that clauses this Section 10.17 will not restrict the Company from (a1) through (c) above shall paying reasonable and customary regular compensation and fees to directors of the Company who are not apply to (i) any transaction with an employee or director employees of the Company or any Restricted Subsidiary or (2) paying dividends on, or making distributions with respect to, shares of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee Capital Stock of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among on a pro rata basis to the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with extent permitted by Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment10.10 hereof.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0001 million, the Company delivers an Officers’ Certificate officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0005 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to any transaction with (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), ; (ii) transactions between pursuant to an agreement or among arrangement in existence on the Company and/or its Subsidiaries, date of this Indenture; or (iii) pursuant to a Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentAgreement.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee Noteholders certifying that such transaction or series of related transactions complies with clause (a) aboveabove and such transaction or series of transactions has been approved by a majority of the board of directors of the Company, and (c) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $10,000,0002,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, Company (or in the event there is only one Disinterested Director, by such Disinterested Director) and (d) with respect to any transaction or series of related transactions involving aggregate payments in excess of $5,000,000, such transaction or series of related transactions has been approved by the Disinterested Directors of the Company (Bor in the event there is only one Disinterested Director, by such Disinterested Director) and the Company delivers to the Trustee Noteholders a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses the provision with respect to clause (a) through (cd) above shall not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officer, officer or director or employee of the Company Company) or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates any agreements, transactions or series of related transactions in which existence on the Company date of this Agreement and any renewal or any Subsidiary has made an Investmentextension thereof under substantially the same terms as the original terms.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $1,000,0002,500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only and (c) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating involving aggregate payments in excess of $10,000,000, the Officers' Certificate referred to in clause (b) above also certifies that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (a) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (i) loans or advances to officers, directors and employees of the Company or any transaction with Restricted Subsidiary made in the ordinary course of business in an employee aggregate amount not to exceed $1,000,000 outstanding at any one time, (ii) indemnities of officers, directors, employees and other agents of the Company or director any Restricted Subsidiary permitted by corporate charter or other organizational document, bylaw or statutory provisions, (iii) the payment of reasonable and customary fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans)Affiliate, (iiiv) the Company's employee compensation and other benefit arrangements, (v) transactions exclusively between or among the Company and/or its and any of the Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Paymentsprovided such transactions are not otherwise prohibited by the Indenture, and (vvi) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentRestricted Payment permitted to be paid pursuant Section 9.9.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings transaction with an unrelated third partyparties, (bii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, and (ciii) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $10,000,0002,500,000 but less than or equal to $7,500,000 in the aggregate, either the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above and (B) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only and (iv) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which involving aggregate payments in excess of $7,500,000 the Company delivers an opinion is required stating Officers' Certificate to the Trustee certifying to the two matters referred to in clause (iii) above and that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (i) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (iv) loans or advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an employee aggregate amount not to exceed $3,000,000 outstanding at any one time, (w) indemnities of officers, directors and employees of the Company or director any Restricted Subsidiary permitted by bylaw or statutory provisions, (x) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans)Affiliate, (iiy) transactions between the Company's employee compensation and other benefit arrangements, or among (z) the repayment of the Subordinated Note, the Acquisition Financing and the repayment of debt owed (including capital leases) by the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made as described in accordance with Section 10.9 or Permitted Payments, the Offering Circular under "Use of Proceeds" and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which redemption of the Company or any Subsidiary has made an InvestmentWestgate Preferred Stock.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of of, any Affiliate of the Company or of a Restricted Subsidiary (other than the Company or a SubsidiaryGuarantor) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, party and (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Board of Directors of the Company, or including a majority of the Disinterested Directors of the Company or, in the event there is only one Disinterested Director, by such Disinterested Director, ; PROVIDED the Company or any Restricted Subsidiary need not comply with the preceding clause (Bb) if the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising Independent Financial Advisor stating that the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary Restricted Subsidiary, from a financial point of view; providedPROVIDED, howeverHOWEVER, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans); PROVIDED that such transaction has been approved in the manner described in clause (b) above, (ii) transactions between or among the Company and/or its Subsidiariespayment of dividends otherwise permitted by the terms of this Indenture, (iii) Permitted Paymentsindemnification agreements for the benefit of officers, directors and employees and (iv) Restricted Payments transactions with any Securitization Subsidiary made in accordance with Section 10.9 the ordinary course of business on terms customary for such transactions. If no Default or Permitted PaymentsEvent of Default has occurred and is continuing, after the ratings assigned to the Notes by both Rating Agencies are equal to or higher than Investment Grade Ratings, and (v) management agreements or similar agreements between (A) notwithstanding that the Notes may later cease to have an Investment Grade Rating, the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentRestricted Subsidiaries will not be subject to the provisions of this Section 10.15.

Limitation on Transactions with Affiliates. (a) The Company will notshall not enter, and will shall not permit any of its Subsidiaries toto enter, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than (x) the making of a Restricted Payment or Restricted Investment otherwise permitted by Section 4.10 or those transactions specifically permitted by Section 4.10(b), (y) transactions between or among Non-Recourse Subsidiaries of the Company or (z) transactions between or among the Company and its Subsidiaries (other than Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or investment or any purchase, sale, lease or exchange of property or the rendering of any service, unless the terms of such transaction or series of transactions are set forth in writing and are at least as favorable as those available in a Subsidiarycomparable transaction in arms-length dealings from an unrelated Person; PROVIDED that: (i) unless if any such transaction or series of related transactions is entered (other than any purchase or sale of inventory in the ordinary course of business, but including entering into any long-term arrangement involving the purchase of granules or glass fiber from, or the provision of management services of the type currently provided under the Management Agreement by, an Affiliate of the Company, including ISP or a Subsidiary thereof) involves aggregate payments or other consideration in good faith and (a) excess of $25,000,000, such transaction or series of related transactions is on terms that are no less favorable to shall be approved (and the value of any non-cash consideration shall be determined) by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, than those that would be available having no personal stake in a comparable transaction in arm’s-length dealings with an unrelated third partysuch business, (b) with respect to any transaction or series of related transactions involving aggregate value transactions; and (ii) in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying event that such transaction or series of related transactions complies with clause (aother than any purchase or sale of inventory in the ordinary course of business and other than purchases of granules or glass fiber from an Affiliate of the Company, including ISP or a Subsidiary thereof) above, and (c) with respect to any transaction involves aggregate payments or series of related transactions involving aggregate value other consideration in excess of $10,000,00050,000,000 (with the value of any non-cash consideration being determined by a majority of those members of the Board of Directors of the Company or such Subsidiary, either (A) as the case may be, having no personal stake in such business, transaction or transactions), the Company or such Subsidiary, as the case may be, shall have also received a written opinion from a nationally recognized investment banking firm that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers fair to the Trustee a written opinion shareholders, in their capacity as such, of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewview and such opinion has been delivered to the Trustee; providedPROVIDED FURTHER, however, in the event that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director each member of the Board of Directors of the Company or any the Subsidiary, as the case may be, proposing to engage in a transaction or series of its Subsidiaries entered into related transactions described in the ordinary course preceding proviso has a personal stake in such business, transaction or transactions, the Company or such Subsidiary may enter into such transaction or series of business (including compensation and employee benefit arrangements with any officertransactions if the Company or such Subsidiary, director or employee as the case may be, shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or any such Subsidiary, including under in their capacity as such (the determination as to the value of any stock option or stock incentive plansnon-cash consideration referred to in the preceding proviso to be made by such investment banking firm), (ii) transactions between or among and such opinion shall have been delivered to the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentTrustee.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no not substantially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) abovehas been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i1) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation employment agreements and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between or among entered into in the Company and/or its Subsidiariesordinary course of business, (iii) Permitted Payments, (iv) Restricted Payments made in accordance consistent with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the past practices of the Company or any such Restricted Subsidiary and (B2) Affiliates transactions pursuant to agreements in which effect on the date of this Indenture, including amendments thereto entered into after that date, provided that the terms of any such amendment are not less favorable to the Company or any such Restricted Subsidiary has made an Investmentthan the terms of such agreement prior to such amendment.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $10,000,000, either (Ai) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) aboveabove or such transaction or series of related transactions is approved by a majority of the Disinterested Directors of the Board of Directors, or in the event there is only one Disinterested Director, by such Disinterested Director, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0001 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), entered into in the ordinary course of business; (ii) transactions between or among the Company and/or its Subsidiaries, any transaction permitted as a Restricted Payment pursuant to Section 1009; (iii) Permitted Payments, the payment of customary fees to directors of the Company and its Restricted Subsidiaries; (iv) Restricted Payments made in accordance any transaction with Section 10.9 any officer or Permitted Payments, member of the Board of Directors of the Company involving indemnification arrangements; and (v) management agreements loans or similar agreements between (A) advances to officers of the Company or in the ordinary course of business not to exceed $1 million in any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentcalendar year.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Majority Owned Restricted Subsidiary) unless such transaction or -121- 135 series of related transactions is entered into in good faith and in writing and (1) (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, and (b) the Company delivers an officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1)(a) of this Section, (2) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, and (3) with respect to any transaction or (B) series of related transactions involving aggregate value in excess of $10 million, the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i1) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation employment agreements and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between or among entered into in the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance ordinary course of business and consistent with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the past practices of the Company or such Restricted Subsidiary, (2) transactions pursuant to agreements in effect on the date of this Indenture, including amendments thereto entered into after that date, provided that the terms of any Subsidiary and (B) Affiliates in which such amendment are not less favorable to the Company or such Restricted Subsidiary than the terms of such agreement prior to such amendment or (3) any Subsidiary has Permitted Payment or Restricted Payment which is permitted to be made an Investmentunder Section 1009.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of of, any Affiliate of the Company or of a Restricted Subsidiary (other than the Company or a Restricted Subsidiary) or any officer or director of the Company or any Restricted Subsidiary unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, party and (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005.0 million, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) abovethe requirements of this Section 10.15 and, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,00010.0 million, either (Ai) such transaction or series of related transactions has been approved by a majority of the Board of Directors of the Company, including a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising Independent Financial Advisor stating that the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above . The requirements of this Section 10.15 shall not apply to (i) any transaction with an officer, director or employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans); PROVIDED that such transaction has been approved in the manner described in clause (b) above if such transaction would, pursuant to clause (b) above, require such approval, (ii) the payment of reasonable and customary compensation and fees to directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary, (iii) the payment of dividends otherwise in compliance with Section 10.14, (iv) indemnification agreements for the benefit of officers, directors and employees, (v) transactions between with or among the Company and/or its and any Restricted Subsidiary or between or among Restricted Subsidiaries, so long as no Person (iiiother than a Restricted Subsidiary) Permitted Paymentswhich would otherwise be an Affiliate, officer or director of the Company or a Restricted Subsidiary has any direct or indirect interest in any such Restricted Subsidiary, (ivvi) Restricted Payments made any transaction with Affiliates in accordance with Section 10.9 or Permitted Paymentsexistence on the Issue Date as in effect on the Issue Date, and (vvii) management leases of property or equipment or other agreements entered into in connection with an Asset Acquisition with Persons that were not Affiliates, officers or similar agreements between (A) directors of the Company or any a Restricted Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentimmediately prior to such Asset Acquisition.

Limitation on Transactions with Affiliates. (a) The Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Majority Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available could have been obtained in a comparable transaction in arm’san arm's-length dealings transaction with an unrelated third partyparties who are not Affiliates, (bii) with respect to any transaction or series of related transactions involving aggregate value in excess of consideration equal to or greater than $1,000,00010 million, the Company delivers shall have delivered an Officers’ Certificate officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) aboveabove and such transaction or series of related transactions has been approved by a majority of the Directors of the Board of Directors, or the Company has obtained a written opinion from a nationally recognized investment banking firm to the effect that such transaction or series of related transactions is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view and (ciii) with respect to any transaction or series of related transactions involving including aggregate value consideration in excess of $10,000,00020 million, either the Company shall have delivered an officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (Ai) above and such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the CompanyBoard of Directors, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions no members of the type Board of Directors are Disinterested Directors with respect to any transaction or series of related transactions for which included in this clause (iii), the Company shall obtain an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewnationally recognized investment banking firm as described above; provided, however, that clauses this provision will not restrict (a) through (c) above shall not apply to (i1) any transaction by the Company or any Restricted Subsidiary with an employee Affiliate directly related to the purchase, sale or director distribution of products in the ordinary course of business, including, without limitation, transactions related to the purchase, sale or distribution of programming, subscriber management services, transmission services and services related to the publication of programming guides, (2) the Company from paying reasonable and customary regular compensation and fees to directors of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary, including under including, without limitation, any stock option or stock incentive plans)such fees which the Company has agreed to pay to any director pursuant to an agreement in effect on the Issue Date and listed on Schedule A to this Indenture, (ii3) transactions between or among the Company and/or its Subsidiariespayment of compensation (including stock options and other incentive compensation) to officers and other employees the terms of which are approved by the Board of Directors, (iii4) Permitted Paymentsany transactions pursuant to a Management Agreement, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A5) the Company or any Restricted Subsidiary from making any Restricted Payment in compliance with Section 1011, (6) (x) transactions pursuant to any Management Contract, Overhead Agreement or Service Agreement that is entered into prior to the Issue Date and is listed in Schedule A to this Indenture; or (By) Affiliates in which transactions pursuant to any Organizational Contract, Overhead Agreement or Service Agreement that is entered into after the Issue Date and has substantially identical terms as, and is no less favorable to the Company or any Restricted Subsidiary has made an Investmentthan, the Organizational Contracts, Overhead Agreements or Service Agreements, as the case may be, listed in Schedule A to this Indenture, or (7) amendments, modifications or alterations of Management Agreements, Organizational Contracts, Overhead Agreements and Service Agreements under (b) below.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any Subsidiary of its Subsidiaries the Company to, directly or indirectly, enter into into, renew or extend any transaction or series of related transactions (including, without limitation, the purchase, sale, purchase, lease or exchange of property or lease of assets, property or servicesthe rendering of any service) with or for the benefit of any Affiliate of the Company or any Subsidiary of the Company, except (other than the Company or a Subsidiaryi) unless such transaction or series of related transactions is entered into in good faith upon fair and (a) such transaction or series of related transactions is on reasonable terms that are no less favorable to the Company or such Subsidiary than could be obtained in a comparable arm's-length transaction with a Person that is not such an Affiliate and (ii) if such transaction is in the best interests of the Company or such Subsidiary, provided that with respect to a transaction or series of related transactions involving aggregate payments by the Company or such Subsidiary having a fair market value equal to or in excess of (a) $1 million but less than $5 million, the Board of Directors of the Company approves such transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clauses (i) and (ii) of this paragraph as evidenced by a Board Resolution and (b) $5 million, (A) the Company receives the written opinion of a firm of investment bankers nationally recognized in the United States that such transaction (or series of transactions) is fair, from a financial point of view, to the Company or such Subsidiary and (B) the Board of Directors of the Company approves such transaction or series of transactions and, in its good faith judgment, believes that such transaction or series of transactions complies with clauses (i) and (ii) of this paragraph, as evidenced by a Board Resolution. The foregoing limitation does not limit, and will not apply to (i) any transaction between the Company and any Substantially-Owned Subsidiary of the Company or between Substantially-Owned Subsidiaries of the Company; (ii) any transaction between the Company or any Subsidiary of the Company and any Person that is an Affiliate of the Company or of any Subsidiary of the Company, if (u) such Person is engaged in a similar business to that of the Company and its Subsidiaries, (v) such transaction is in the ordinary course of business of the Company or its Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third partyand such Person, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (Aw) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the on fair and reasonable terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair no less favorable to the Company or such Subsidiary from than could be obtained in a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any comparable arm's-length transaction with a Person that is not an employee or director Affiliate, (x) such transaction is in the best interest of the Company or any such Subsidiary, and (y) such Person is an Affiliate solely by virtue of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director being directly or employee of indirectly controlled by the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among a Subsidiary of the Company and/or its Subsidiaries, Company; (iii) Permitted Payments, payments not prohibited by Section 1009 solely by virtue of clause (iv) of the first paragraph thereof or payments that are "Restricted Payments made in accordance with Payments" not prohibited by Section 10.9 or Permitted Payments, 1009; (iv) payments of reasonable and customary fees and salaries of directors and officers of the Company; (v) management agreements so long as the 1994 Yankee Bonds are outstanding, loans or similar agreements between (A) advances, or transfers of any property or assets to the Company or any Subsidiary of the Company; and (Bvi) Affiliates in which the contribution by the Company or any Subsidiary has made an Investmentof Series A Shares of the Company to the Company's Employee Stock Option Trust.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (bii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, and (ciii) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $10,000,0005,000,000 but less than $15,000,000 in the aggregate, either the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above and (B) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only and (iv) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which involving aggregate payments in excess of $15,000,000, the Company delivers an opinion is required stating Officers' Certificate to the Trustee certifying to the two matters referred to in clause (iii) above and that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (i) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (iw) loans or advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an employee aggregate amount not to exceed $1,000,000 outstanding at any one time, (x) indemnities of officers, directors and employees of the Company or director any Restricted Subsidiary permitted by bylaw or statutory provisions, (y) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, Affiliate and (v) management agreements or similar agreements between (Az) the Company or any Subsidiary Company's employee compensation and (B) Affiliates in which the Company or any Subsidiary has made an Investmentother benefit arrangements.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than or any beneficial owner of ten percent or more of any class of Capital Stock of the Company or a Subsidiary) any Subsidiary Guarantor unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, and (bii) (a) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ Officers Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors members of the CompanyBoard of Directors (and approved by a majority of the Independent Directors or, or in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director), and (b) with respect to any transaction or (B) series of transactions involving aggregate payments in excess of $5,000,000, the Company delivers to the Trustee a written opinion an Opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising Counsel to the terms and conditions of the type of effect that such transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; providedview issued by an investment banking firm of national standing. Notwithstanding the foregoing, however, that clauses (a) through (c) above shall this provision will not apply to (i) any transaction with an employee employment agreements or director of the Company compensation or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, entered into in the ordinary course of business (including under any stock option or stock incentive planscustomary benefits thereunder), (ii) transactions between any transaction entered into by or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary Guarantor and one or more Subsidiary Guarantors, and (Biii) Affiliates in which transactions pursuant to agreements existing on the Company or any Subsidiary has made an InvestmentIssue Date.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0001,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between any transaction with CVG Industria Venezolana de Aluminio C.A. ("Venalum") in accordance with the terms of a Venalum Purchase and Sale Agreement (other than in connection with the entering into of any such agreement or among the Company and/or its Subsidiariesany amendments, renewal, supplement or modification thereof); or (iii) Permitted Paymentspayments made to Gibbons, (iv) Restricted Payments made Goodwin, van Amerongen for financial advisory and other services in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or an amount not to exceed $500,000 in any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentcalendar year.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be reasonably expected to be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0003 million, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0007 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses this provision shall not apply to: (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), in the ordinary course of business; (iib) transactions any transaction solely between or among the Company and/or its any Subsidiaries, if such transaction is otherwise in compliance with the Indenture and is on fair and reasonable terms; (iiic) Permitted Payments, any transaction otherwise permitted by the terms of the section of the Indenture described in Section 1009; (ivd) Restricted Payments the execution and delivery of or payments made in accordance with Section 10.9 under any tax sharing agreement between or Permitted Payments, among any of the Company and any Subsidiary; (ve) management agreements licensing or similar agreements between (A) sublicensing of use of any intellectual property by the Company or any Subsidiary to any Subsidiary of the Company; provided that the licensor shall continue to have access to such intellectual property to the extent necessary for the conduct of its respective business; (f) arrangements between the Company and any Subsidiary of the Company for the purpose of providing services or employees to such Subsidiary; (g) any transaction entered into for the purpose of granting or altering registration rights with respect to the Capital Stock of the Company; and (Bh) Affiliates in which any transaction or series of related transactions entered into prior to the Company or any Subsidiary has made an Investmentdate hereof.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company Company, unless (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is are on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction in arm’s-length dealings with an unrelated third partyparties who are not Affiliates, (bii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,00010,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) aboveabove and such transaction or series of transactions have been approved by a Board Resolution of the Board of Directors of the Company, and (ciii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,00020,000,000, either the Officers' Certificate referred to in clause (Aii) above also certifies that such transaction or series of related transactions has have been approved by a majority of the Disinterested Directors of the Company(or, or in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating shall be to the effect set forth in clause (i) above or shall state that the transactions such transaction or series of related transactions are fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary); provided, however, that clauses (a) through (c) above this Section 10.18 shall not apply to (i1) any transaction with an employee or director the payment of reasonable and customary regular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, (2) the payment of its Subsidiaries entered into in the ordinary course dividends on, or making distributions with respect to, shares of business (including compensation and employee benefit arrangements with any officer, director or employee Capital Stock of the Company or any Subsidiary, including under any stock option or stock incentive plans)on a pro rata basis to the extent permitted by Section 10.11 hereof, (ii3) transactions between or among the Company and/or any of its Wholly Owned Restricted Subsidiaries, (iii) Permitted Payments, (iv4) Restricted Payments made in accordance with permitted by the provisions of Section 10.9 10.11 hereof, (5) loans or Permitted Paymentsadvances to officers, directors and (v) management agreements or similar agreements between (A) employees of the Company or any Restricted Subsidiary made in the ordinary course of business and (B) Affiliates in which consistent with past practices of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $1,000,000 outstanding at any one time, (6) any transaction or any Subsidiary has made an Investmentseries of related transactions entered into prior to the Issue Date or (7) the Company's employee compensation and other benefit arrangements.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a1) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b2) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000500,000, the Company delivers an Officers’ Certificate officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a1) above, and (c3) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0001 million, either (Aa) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the board of directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bb) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) transactions and agreements in existence on the date of this Indenture and any transaction with an employee or director of renewals, amendments, modifications and changes to such agreements which are not adverse in any material respect to the Company or any of its Subsidiaries entered into in the ordinary course of business and (including compensation and ii) employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between or among entered into in the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentordinary course of business.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with with, or for the benefit of of, any Affiliate of the Company or any Restricted Subsidiary (other than the Company or a Restricted Subsidiary) (collectively, "Interested Persons"), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is are on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would could have been able to be available obtained in a comparable transaction in arm’san arm's-length dealings transaction with an unrelated third partyparties that are not Interested Persons, (bii) with respect to any transaction or series of related transactions involving aggregate value in excess of consideration equal to or greater than $1,000,000, the Company delivers has delivered an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, above and (ciii) with respect to any transaction or series of related transactions involving aggregate value in excess of consideration equal to or greater than $10,000,0005,000,000, either (A) such transaction or series of related transactions (x) has been approved by the Board of Directors of the Company (including a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, ) or (By) the Company delivers to the Trustee has obtained a written opinion of an from a nationally recognized investment banking or valuation firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of certifying that such transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary its Restricted Subsidiary, as the case may be, from a financial point of view; provided, however, that clauses (a) through (c) above this Section 1011 shall not apply restrict (1) the Company from paying reasonable and customary regular compensation and fees to (i) any transaction with an employee or director directors of the Company or any Restricted Subsidiary who are not employees of its Subsidiaries entered into the Company or any Restricted Subsidiary, (2) the payment of management fees to Permitted Holders in an aggregate amount not to exceed $500,000 per year, (3) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary in the ordinary course of business (including compensation and employee benefit arrangements in accordance with any officer, director or employee the past practices of the Company or any Subsidiary, including under Restricted Subsidiary not to exceed $3,000,000 in the aggregate outstanding at any stock option or stock incentive plans)time, (ii4) any transactions between or among made in compliance with Section 1009, (5) the issuance and sale of Qualified Capital Stock of the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, to Persons who are stockholders of the Company at the time of such issuance and sale and (v6) management agreements or similar agreements between (A) the performance of any written agreement as in effect on the date of this Indenture and as amended from time to time, provided that any such amendment is not less favorable in any material respect to the Company or any Restricted Subsidiary and (B) Affiliates than the terms of such agreement as in which effect on the Company or any Subsidiary has made an Investmentdate of this Indenture.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (includingincluding the purchase, without limitation, the sale, purchase, lease or exchange or lease of assets, any property or servicesthe rendering of any service) with or for the benefit of any Affiliate of the Company (Company, other than a Wholly-Owned Subsidiary (an"Affiliate Transaction") unless: (i) the Company or a Subsidiary) unless terms of such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would could be available in a comparable obtained at the time of such transaction in arm’s-arm's length dealings with a Person who is not such an unrelated third party, Affiliate; (bii) with respect to any transaction or series of related transactions involving in the event such Affiliate Transaction involves an aggregate value amount in excess of $1,000,0001 million, the Company delivers an Officers’ Certificate to the Trustee certifying that terms of such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has have been approved by a majority of the Disinterested members of the Board of Directors of the CompanyCompany and by a majority of the disinterested members of such Board, if any (and such majority or majorities, as the case may be, determines that such Affiliate Transaction satisfies the criteria in (i) above); and (iii) in the event there is only one Disinterested Directorsuch Affiliate Transaction involves an aggregate amount in excess of $2 million, by such Disinterested Director, or (B) the Company delivers to the Trustee has received a written opinion of from an independent investment banking firm of national nationally recognized standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion that such Affiliate Transaction is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary Restricted Subsidiary, as the case may be, from a financial point of view; provided, however, that clauses (a) through (c) above . The foregoing paragraph shall not apply to (i) any transaction with an employee Restricted Payment permitted to be made pursuant to Section 4.07, (ii) any issuance of securities, or director other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, or any stock options and stock ownership plans for the benefit of employees, officers and directors, consultants and advisors approved by the Board of Directors of the Company, (iii) loans or advances to employees in the ordinary course of business of the Company or any of its Restricted Subsidiaries in aggregate amount outstanding not to exceed $900,000 at any time, (iv) any transaction between Wholly-Owned Subsidiaries, (v) indemnification agreements with, and the payment of fees and indemnities to, directors, officers and employees of the Company and its Restricted Subsidiaries, in each case in the ordinary course of business, (vi) transactions pursuant to agreements in existence on the Issue Date which are (x) described in the Offering Memorandum or (y) otherwise, in the aggregate, immaterial to the Company and its Restricted Subsidiaries taken as a whole, (vii) any employment, non-competition or confidentiality agreements entered into by the Company or any of its Restricted Subsidiaries with its employees in the ordinary course of business and (including compensation and employee benefit arrangements with any officer, director or employee viii) the issuance of Capital Stock of the Company or any Subsidiary, including under any stock option or stock incentive plans(other than Disqualified Stock), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee Noteholders certifying that such transaction or series of related transactions complies with clause (a) aboveabove and such transaction or series of transactions has been approved by a majority of the board of directors of the Company, and (c) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $10,000,0002,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, Company (or in the event there is only one Disinterested Director, by such Disinterested Director) and (d) with respect to any transaction or series of related transactions involving aggregate payments in excess of $5,000,000, such transaction or series of related transactions has been approved by the Disinterested Directors of the Company (Bor in the event there is only one Disinterested Director, by such Disinterested Director) and the Company delivers to the Trustee Noteholders a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; providedPROVIDED, howeverHOWEVER, that clauses the provision with respect to clause (a) through (cd) above shall not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officer, officer or director or employee of the Company Company) or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates any agreements, transactions or series of related transactions in which existence on the Company date of this Agreement and any renewal or any Subsidiary has made an Investmentextension thereof under substantially the same terms as the original terms.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $1,000,0005,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only and (c) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating involving aggregate payments in excess of $20,000,000, the Officers' Certificate referred to in clause (b) above also certifies that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a specialty in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (a) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (i) loans or advances to officers, directors and employees of the Company or any transaction with Restricted Subsidiary made in the ordinary course of business in an employee aggregate amount not to exceed $1,000,000 outstanding at any one time, (ii) indemnities of officers, directors, employees and other agents of the Company or director any Restricted Subsidiary permitted by corporate charter or other organizational document, bylaw or statutory provisions, (iii) the payment of reasonable and customary fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans)Affiliate, (iiiv) the 57 Company's employee compensation and other benefit arrangements, (v) transactions exclusively between or among the Company and/or its and any of the Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Paymentsprovided such transactions are not otherwise prohibited by this Supplemental Indenture, and (vvi) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentRestricted Payment permitted to be paid pursuant Section 6.7.

Limitation on Transactions with Affiliates. The Company will not, and will not permit or cause any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be reasonably expected to be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, (c) with respect to any such transaction or series of related transactions involving aggregate value in excess of $1 million, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clauses (Ba) and (b) above, and (d) with respect to any transaction or series of related transactions involving aggregate value in excess of $2.5 million, such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, and the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses this provision shall not apply to: (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), in the ordinary course of business; (iib) transactions any transaction solely between or among the Company and/or its any Subsidiaries, if such transaction is otherwise in compliance with this Indenture and is on fair and reasonable terms; (iiic) Permitted Payments, any transaction otherwise permitted by Section 1009; (ivd) Restricted Payments the execution and delivery of or payments made in accordance with Section 10.9 under any tax sharing agreement between or Permitted Payments, among any of the Company and any Subsidiary; (ve) management agreements licensing or similar agreements between (A) sublicensing of use of any intellectual property by the Company or any Subsidiary to any Subsidiary of the Company; provided that the licensor shall continue to have access to such intellectual property to the extent necessary for the conduct of its respective business; (f) arrangements between the Company and any Subsidiary for the purpose of providing services or employees to such Subsidiary; (g) any transaction entered into for the purpose of granting or altering registration rights with respect to the Capital Stock of the Company; and (Bh) Affiliates in which any transaction or series of related transactions entered into prior to the Company or any Subsidiary has made an Investmentdate hereof.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related 112 125 transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $10,000,000, either (Ai) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiariespayment of dividends otherwise permitted by the terms of this Indenture, (iii) Permitted Paymentsindemnification agreements for the benefit of officers, directors and employees, and (iv) Restricted Payments made transactions and arrangements pursuant to any contract in accordance with Section 10.9 effect on the date of this Indenture and listed on Schedule II attached hereto, as the same may be amended or Permitted Payments, and (v) management agreements modified from time to time so long as any amendment or similar agreements between (A) modification is no less favorable to the Company or any Subsidiary and (B) Affiliates its Restricted Subsidiary, as the case may be, than such contract or agreement as in which effect on the Company or any Subsidiary has made an Investmentdate hereof.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (bii) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $1,000,0001,000,000 in the aggregate, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction complies with clause (i) above, (iii) with respect to a transaction or series of related transactions involving payments in excess of $5,000,000 but less than $25,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (ai) above, above and (cB) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (iv) with respect to any a transaction or series of related transactions involving aggregate value in excess payments of $10,000,00025,000,000 or more in the aggregate, either the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above, (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (C) the Company shall have received the written opinion of a nationally recognized investment banking firm or appraisal firm in the United States that such transaction or series of related transactions is fair, from a financial point of view, to the Company or such Restricted Subsidiary; provided, however, that the foregoing restriction shall not apply to (s) the provision of services and payments under the Torch Agreement, so long as the Torch Agreement (including any modifications, renewals, replacements or substitutions thereof or amendments thereto entered into on or after the date of this Indenture) has been approved by a majority of the Disinterested Directors of the Company, (t) loans or in the event there is only one Disinterested Directoradvances to officers, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion directors and employees of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such any Restricted Subsidiary from a financial point made in the ordinary course of view; providedbusiness and consistent with past practices of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time, however, that clauses (au) through (c) above shall not apply the payment of reasonable and customary regular fees to (i) any transaction with an employee or director directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any SubsidiaryAffiliate, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between the Company's employee compensation and other benefit arrangements, (Aw) indemnities of officers and directors of the Company or any Subsidiary consistent with such Person's bylaws and applicable statutory provisions or (Bx) Affiliates in which the Company or any Subsidiary has made an InvestmentRestricted Payments permitted by Section 10.10 hereof.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary (each, other than a Restricted Subsidiary) , being an "Interested Person"), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction in arm’s-length dealings with an unrelated third partyparties who are not Interested Persons, (b) except with respect to loans from Affiliates, with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ Officer's Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and such transaction or series of transactions has been approved by the Board of Directors of the Company and (c) except with respect to loans from Affiliates, with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,000, either the Officer's Certificate referred to in clause (Ab) above also certifies that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Companyor, or in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating shall be to the effect set forth in clause (a) above or shall state that the transactions such transaction or series of related transactions are is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above shall this covenant will not apply to restrict the Company from (i) any transaction with an employee or director paying reasonable and customary regular compensation and fees to directors of the Company who are not employees of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Restricted Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, entering into and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.making payments under any

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (bii) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only and (iii) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating involving aggregate payments in excess of $10,000,000, the Officers' Certificate referred to in clause (ii) above also certifies that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (i) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (iw) loans or advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an employee aggregate amount not to exceed $1,000,000 outstanding at any one time, (x) indemnities of officers, directors, employees and other agents of the Company or director any Restricted Subsidiary permitted by corporate charter or other organizational document, bylaw or statutory provisions, (y) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, Affiliate and (v) management agreements or similar agreements between (Az) the Company or any Subsidiary Company's employee compensation and (B) Affiliates in which the Company or any Subsidiary has made an Investmentother benefit arrangements.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property -86- 92 Property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (bii) with respect to any a transaction or series of related transactions involving aggregate value payments in excess of $1,000,0001,000,000 in the aggregate, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction complies with clause (i) above, (iii) with respect to a transaction or series of related transactions involving payments in excess of $5,000,000 but less than $25,000,000 in the aggregate, the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (ai) above, above and (cB) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (iv) with respect to any a transaction or series of related transactions involving aggregate value in excess payments of $10,000,00025,000,000 or more in the aggregate, either the Company delivers an Officers' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (i) above, (B) such transaction or series of related transactions shall have been approved by a majority of the Disinterested Directors of the Company and (C) the Company shall have received the written opinion of a nationally recognized investment banking firm or appraisal firm in the United States that such transaction or series of related transactions is fair, from a financial point of view, to the Company or such Restricted Subsidiary; provided, however, that the foregoing restriction shall not apply to (s) the provision of services and payments under the Torch Agreement, so long as the Torch Agreement (including any modifications, renewals, replacements or substitutions thereof or amendments thereto entered into on or after the date of this Indenture) has been approved by a majority of the Disinterested Directors of the Company, (t) loans or in the event there is only one Disinterested Directoradvances to officers, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion directors and employees of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such any Restricted Subsidiary from a financial point made in the ordinary course of view; providedbusiness and consistent with past practices of the Company and its Restricted Subsidiaries in an aggregate amount not to exceed $3,000,000 outstanding at any one time, however, that clauses (au) through (c) above shall not apply the payment of reasonable and customary regular fees to (i) any transaction with an employee or director directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any SubsidiaryAffiliate, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between the Company's employee compensation and other benefit arrangements, (Aw) indemnities of officers and directors of the Company or any Subsidiary consistent with such Person's bylaws and applicable statutory provisions or (Bx) Affiliates in which the Company or any Subsidiary has made an InvestmentRestricted Payments permitted by Section 10.10 hereof.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0002.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) aboveabove or such transaction or series of related transactions is approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0005.0 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), entered into in the ordinary course of business; (ii) transactions between or among the Company and/or its Subsidiaries, any transaction permitted as a Restricted Payment pursuant to Section 1009; (iii) Permitted Payments, the payment of customary fees to directors of the Company and its Restricted Subsidiaries; (iv) Restricted Payments made in accordance any transaction with Section 10.9 any officer or Permitted Payments, and member of the Board of Directors of the Company involving indemnification arrangements; (v) management agreements loans or similar agreements between (A) advances to officers of the Company or in the ordinary course of business not to exceed $1 million in any Subsidiary calendar year; and (Bvi) Affiliates any transactions undertaken pursuant to any arrangements in which existence on the Company Issue Date and any renewals, replacements or any Subsidiary has made modifications of such arrangements (pursuant to new transactions or otherwise) on terms no less favorable than could be received from an Investmentunaffiliated third party.

Limitation on Transactions with Affiliates. (a) The Company will notshall not enter, and will shall not permit any of its Subsidiaries toto enter, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than (x) the making of a Restricted Payment or Restricted Investment otherwise permitted by Section 4.10 or those transactions specifically permitted by Section 4.10(b), (y) transactions between or among Non-Recourse Subsidiaries of the Company or (z) transactions between or among the Company and its Subsidiaries (other than Non-Recourse Subsidiaries)) including, without limitation, any loan, advance or investment or any purchase, sale, lease or exchange of property or the rendering of any service, unless the terms of such transaction or series of transactions are set forth in writing and at least as favorable as those available in a Subsidiarycomparable transaction in arms-length dealings from an unrelated Person; provided that (i) unless if any such transaction or series of related transactions is entered (other than any purchase or sale of inventory in the ordinary course of business, but including entering into any long-term arrangement involving the purchase of granules or glass fiber from, or the provision of management services of the type currently provided under the Management Agreement by, an Affiliate of the Company, including ISP or a Subsidiary thereof) involves aggregate payments or other consideration in good faith and (a) excess of $5,000,000, such transaction or series of related transactions is on terms that are no less favorable to shall be approved (and the value of any non-cash consideration shall be determined) by a majority of those members of the Board of Directors of the Company or such Subsidiary, as the case may be, than those that would be available having no personal stake in a comparable transaction in arm’s-length dealings with an unrelated third partysuch business, (b) with respect to any transaction or series of related transactions involving aggregate value transactions; and (ii) in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying event that such transaction or series of related transactions complies with clause (aother than any purchase or sale of inventory in the ordinary course of business or other than purchases of granules or glass fiber from an Affiliate of the Company, including ISP or a Subsidiary thereof) above, and (c) with respect to any transaction involves aggregate payments or series of related transactions involving aggregate value other consideration in excess of $10,000,00020,000,000 (with the value of any noncash consideration being determined by a majority of those members of the Board of Directors of the Company or such Subsidiary, either (A) as the case may be, having no personal stake in such business, transaction or transactions), the Company or such Subsidiary, as the case may be, shall have also received a written opinion from a nationally recognized investment banking firm that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers fair to the Trustee a written opinion shareholders, in their capacity as such, of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of viewview and such opinion has been delivered to the Trustee; providedprovided further, however, in the event that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director the Board of Directors of the Company or any the Subsidiary, as the case may be, proposing to engage in a transaction or series of its Subsidiaries entered into related transactions described in the ordinary course preceding proviso does not have any members having no personal stake in such business, transaction or transactions, the Company or such Subsidiary may enter into such transaction or series of business (including compensation and employee benefit arrangements with any officertransactions if the Company or such Subsidiary, director or employee as the case may be, shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or any such Subsidiary, including under in their capacity as such (the determination as to the value of any stock option or stock incentive plansnon-cash consideration referred to in the preceding proviso to be made by such investment banking firm), (ii) transactions between or among and such opinion shall have been delivered to the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentTrustee.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with with, or for the benefit of, any of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and its Affiliates, except (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available which could have been obtained at the time in a comparable transaction in arm’s-length dealings with an unrelated third partyor series of related transactions at such time from Persons who are not Affiliates of the Company, (b) with respect to any a transaction or series of related transactions involving aggregate payments or value in excess of equal to or greater than $1,000,0005,000,000, the Company delivers shall have delivered an Officers’ Officer's Certificate to the Trustee certifying that such transaction or series of related transactions complies comply with the preceding clause (a) aboveand have been approved by the Board of Directors of the Company, and (c) with respect to any a transaction or series of related transactions involving aggregate payments or value equal to or greater than $10 million, the Officers' Certificate referred to in excess of $10,000,000, either clause (Ab) above also includes a certification that such transaction or series of related transactions has have been approved by a majority of the Disinterested Members of the Board of Directors of the CompanyCompany or, or in the event there is only one Disinterested Director, by are no such Disinterested DirectorMembers of the Board of Directors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm, accounting firm of national standing or other recognized independent expert with experience appraising appraisal firm, in each case specializing or having a speciality in the terms type and conditions subject matter of the type transaction or series of transactions at issue, which opinion shall be to the effect set forth in clause (a) above or shall state that such transaction or series of related transactions for which an opinion is required stating that the transactions or series fair from a financial point of related transactions are fair view to the Company or such Subsidiary from a financial point of view; providedRestricted Subsidiary. Notwithstanding the foregoing, however, that clauses (a) through (c) above the restrictions set forth in this covenant shall not apply to (i) any transaction with an employee transactions between or director of among the Company and its Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or any of its Subsidiaries entered into in the ordinary course of business (including employment agreements, compensation and or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among Restricted Subsidiary entered into in the Company and/or its Subsidiariesordinary course of business, (iii) Permitted Paymentsany dividends made in compliance with Section 10.9, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Paymentsloans and advances to officers, directors and (v) management agreements or similar agreements between (A) employees of the Company or any Restricted Subsidiary and made in the ordinary course of business in an aggregate amount not to exceed $1,000,000 outstanding at any one time, (Bv) transactions pursuant to agreements in effect on the Issue Date, (vi) written agreements entered into or assumed in connection with acquisitions of other businesses with Persons who were not Affiliates prior to such transactions, or (vii) leases of property or equipment entered into in the ordinary course of business on terms that are substantially similar to those which could have been obtained at the Company or any Subsidiary has made an Investmenttime in a comparable transaction with non-Affiliates.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property Property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary) ), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (bii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,0001,000,000 but less than $5,000,000 in the aggregate, the Company delivers an Officers’ ' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (ai) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (AB) such transaction or series of related transactions has been approved by the Board of Directors (including a majority of the Disinterested Directors Directors) of the Company, or in the event there is only and (iii) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which involving aggregate payments in excess of $5,000,000, the Company delivers an opinion is required stating Officers' Certificate to the Trustee certifying to the two matters referred to in clause (ii) above and that the transactions Company has obtained a written opinion from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (i) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of viewRestricted Subsidiary; provided, however, that clauses (a) through (c) above the foregoing restriction shall not apply to (iw) loans or advances to officers, directors and employees of the Company or any transaction Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the Company and its Restricted Subsidiaries in an employee aggregate amount not to exceed $1,000,000 outstanding at any one time, (x) indemnities of officers, directors and employees of the Company or director any Restricted Subsidiary permitted by bylaw or statutory provisions, (y) the payment of reasonable and customary regular fees to directors of the Company or any of its Restricted Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee who are not employees of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, Affiliate and (v) management agreements or similar agreements between (Az) the Company or any Subsidiary Company's employee compensation and (B) Affiliates in which the Company or any Subsidiary has made an Investmentother benefit arrangements.

Limitation on Transactions with Affiliates. (a) The ------------------------------------------ Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, purchase, lease or exchange or lease of assets, any property or servicesthe rendering of any service) with with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), unless: (i) the terms of such Affiliate Transaction are no less favorable than those that could reasonably be expected to be obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company; (ii) in the event that such Affiliate Transaction (other than a JV Contract) involves aggregate payments, or transfers of property or services with a Fair Market Value in excess of $5.0 million during any twelve-month period, the terms of such Affiliate Transaction shall be approved by a majority of the members of the Board of Directors of the Company (including a majority of the disinterested members thereof), 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, (iii) in the event that such Affiliate Transaction constitutes a JV Contract which involves aggregate payments or transfers of property or services with a Fair Market Value in excess of $5.0 million during any twelve month period, the terms of which shall be approved by a majority of the disinterested members of the Board of Directors of the Company, such approval to be evidenced by a Board Resolution stating that such members of the Board of Directors have determined that such transaction complies with the foregoing provisions and (iv) in the event that such Affiliate Transaction (other than a JV Contract) involves aggregate payments, or transfer of property or services with a Fair Market Value, in excess of $10.0 million during any twelve month period, the Company or shall, prior to the consummation thereof, obtain a Subsidiary) unless favorable opinion as to the fairness of such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as and the case may be, than those that would be available in a comparable transaction in arm’s-length dealings with an unrelated third party, relevant Restricted Subsidiary (bif any) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; providedview from an Independent Financial Advisor and file the same with the Trustee. For purposes hereof, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director the members of the Company or any Board of its Subsidiaries entered into in Directors representing the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in LLC Member which the Company or any Subsidiary has made an Investmentis not a party to such Affiliate Transaction shall be deemed to be disinterested directors.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no 110 less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0002,500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0005,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiariespayment of a one-time fee to Stonington Partners, Inc. in connection with the Recapitalization in an aggregate amount not to exceed $2,500,000 plus reasonable expenses and (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 1009 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than or any beneficial owner of ten percent or more of any class of Capital Stock of the Company or a Subsidiary) any Restricted Subsidiary unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would reasonably be expected to be available in a comparable transaction in arm’s-length dealings with an unrelated third party, and (bii) (a) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,00010.0 million, the Company delivers an Officers’ Officers Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (ai) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors members of the CompanyBoard of Directors (and approved by a majority of the Independent Directors or, or in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director), and (b) with respect to any transaction or (B) series of transactions involving aggregate payments in excess of $20.0 million , the Company delivers to the Trustee a written an opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising to the terms and conditions of the type of effect that such transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Restricted Subsidiary from a financial point of view; providedview issued by an investment banking firm or advisory firm of national standing or nationally recognized accounting firm or appraisal firm. Notwithstanding the foregoing, however, that clauses (a) through (c) above shall this provision will not apply to (i) any transaction with an employee employment agreements or director of the Company compensation or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements or indemnification agreements or similar arrangements with any officer, director or employee of the Company or any Subsidiary, (including under any stock option or stock incentive plansbenefits thereunder), (ii) transactions between any transaction entered into by or among the Company and/or its or any Restricted Subsidiary and one or more Restricted Subsidiaries, (iii) Permitted Paymentstransactions pursuant to agreements existing on the Issue Date and any amendment to or extensions or replacements thereof on terms not materially less favorable to the Company, (iv) Restricted Payments made in accordance with Section 10.9 or and Permitted PaymentsInvestments, and (v) management agreements or similar agreements between (A) issuances of equity of the Company or any Subsidiary and (Bvi) Affiliates in which the Company any transaction or any Subsidiary has made an Investmentseries of related transactions involving aggregate payments of $2.0 million or less.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or the rendering of any services) with with, or for the benefit of of, any Affiliate of the Company (other than the Company or a Restricted Subsidiary (each, other than a Restricted Subsidiary) , being an "Interested Person"), unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction with unrelated third parties who are not Interested Persons, or, in arm’s-length dealings the event no comparable transaction with an unrelated third partyparty who is not an Interested Person is available, on terms that are fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be, (b) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,00010,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and such transaction or series of transactions has been approved by the Board of Directors and (c) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $10,000,00020,000,000, either the Officers' Certificate referred to in clause (Ab) above also includes a certification that such transaction or series of related transactions has been approved by a majority of the Disinterested Directors (either of the Companyfull Board of Directors or, or in the case of action by a committee thereof, of such committee) or, in the event there is only one Disinterested Director, by are no such Disinterested DirectorDirectors, or (B) that the Company delivers to the Trustee has obtained a written opinion of from an independent nationally recognized investment banking firm of national standing or other recognized independent expert with experience appraising appraisal firm, in either case specializing or having a specialty in the terms type and conditions subject matter of the type of transaction or series of related transactions for at issue, which an opinion is required stating that the transactions or series of related transactions are fair shall be to the Company or such Subsidiary from a financial point of vieweffect set forth in clause (a) above; provided, however, that clauses (a) through (c) above shall this covenant will not apply to restrict the Company from (i) any transaction with an employee or director paying reasonable and customary regular compensation and fees to directors of the Company who are not employees of the Company or any Restricted Subsidiary, (ii) paying dividends on, or making distributions with respect to, shares of its Subsidiaries entered into Capital Stock of the Company on a pro rata basis to the extent permitted by Section 9.10 hereof, (iii) Restricted Payments that are permitted by Section 9.10 hereof, (iv) making loans or advances to officers, directors and employees of the Company or any Restricted 95 Subsidiary made in the ordinary course of business and consistent with customary practices in the Oil and Gas Business in an aggregate amount not to exceed $1,000,000 outstanding at any one time, (including compensation and employee benefit arrangements with v) making any officer, indemnification or similar payment to any director or employee officer (A) in accordance with the corporate charter or bylaws of the Company or any Restricted Subsidiary, including (B) under any stock option agreement or stock incentive plans), (iiC) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, under applicable law and (vvi) management agreements or similar agreements between (A) fulfilling obligations of the Company or any Restricted Subsidiary under employee compensation and (B) Affiliates other benefit arrangements entered into or provided for in which the Company or any Subsidiary has made an Investmentordinary course of business.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, party and (b) (i) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,000, the Company delivers an Officers’ Certificate officers' certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the CompanyCompany (and approved by a majority of Independent Directors or, or in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director) and (ii) with respect to any transaction or series of transactions involving aggregate payments in excess of $5,000,000, or (B) an opinion as to the fairness to the Company delivers to the Trustee or such Restricted Subsidiary from a written opinion financial point of view issued by an investment banking firm of national standing or other recognized independent expert with experience appraising standing. Notwithstanding the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; providedforegoing, however, that clauses (a) through (c) above shall this provision will not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officerofficer or director of the Company), director or employee of (B) any transaction entered into by the Company or any Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among one of its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted PaymentsCompany, and (vC) management agreements or similar agreements between transactions in existence on the date of the Supplemental Indenture. (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.Section 1010)

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit permit, cause, or suffer Sleepmaster or any Restricted Subsidiary of its Subsidiaries Sleepmaster to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company or Sleepmaster (other than the Company Company, Sleepmaster or a SubsidiaryMajority Owned Restricted Subsidiary of Sleepmaster) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) (i) such transaction or series of related transactions is on terms that are no less favorable to the Company Company, Sleepmaster or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, and (ii) the Company or Sleepmaster, in the case of such a transaction involving Sleepmaster or any Restricted Subsidiary, delivers an officers' certificate to the Lender certifying that such transaction or series of related transactions complies with clause (a)(i) of this Section, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) abovehas been approved by a majority of the Disinterested Advisors of the Board of Advisors of the Company or Sleepmaster, in the case of such a transaction involving Sleepmaster or any Restricted Subsidiary, or in the event there is only one Disinterested Advisor, by such Disinterested Advisor, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,00010 million, either (A) such transaction the Company or series of related transactions has been approved by a majority of the Disinterested Directors of the CompanySleepmaster, or in the event there is only one Disinterested Directorcase of such a transaction involving Sleepmaster or any Restricted Subsidiary, by such Disinterested Director, or (B) the Company delivers to the Trustee Lender a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company Company, Sleepmaster or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) employment agreements and employee benefit arrangements with any transaction with an employee officer or director or advisor of the Company Company, Sleepmaster or any Restricted Subsidiary of its Subsidiaries Sleepmaster, including under any unit purchase, unit option or unit incentive plans, entered into in the ordinary course of business (including compensation and employee benefit arrangements consistent with any officer, director or employee the past practices of the Company Company, Sleepmaster or any such Restricted Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between pursuant to agreements in effect on the date of this Agreement, including amendments thereto entered into after that date; provided, that the terms of any such amendment are not less favorable to the Company, Sleepmaster or among such Restricted Subsidiary than the Company and/or its Subsidiaries, terms of such agreement prior to such amendment or (iii) any Permitted Payments, (iv) Payment or Restricted Payments Payment which is permitted to be made in accordance with under Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment6.3.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, including without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than except that the Company or a Subsidiary) unless such and any of its Restricted Subsidiaries may enter into any transaction or series of related transactions is entered into in good faith and with any Restricted Subsidiary of the Company without limitation under this covenant) unless: (ai) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-an arm's length dealings dealing with a Person that is not such an unrelated third partyAffiliate or, in the absence of such a comparable transaction, on terms that the Disinterested Directors determine in good faith (bwhose determination shall be conclusive) would be offered to a Person that is not an Affiliate; (ii) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,0003.0 million, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company; and (iii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $10.0 million, or (x) in the event there is only one Disinterested Directorcase of a transaction involving real property, by the aggregate rental or sale price of such Disinterested Director, or (B) real property shall be the Company delivers to the Trustee fair market value of such real property as determined in a written opinion of by an investment banking firm of national standing or other independent, nationally recognized independent expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion approval is required stating and (y) in all other cases, the Company shall have received a written opinion of an independent, nationally-recognized expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions for which approval is required to the effect that the transactions transaction or series of related transactions are fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall . The limitations set forth in this paragraph will not apply to (i) transactions entered into pursuant to any transaction agreement already in effect on the date of this Indenture and any renewals or extensions thereof not involving modifications materially adverse to the Company or any Restricted Subsidiary, (ii) normal banking relationships with an Affiliate on an arms' length basis, (iii) any employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or director of other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries entered into either (a) in the ordinary course of business (including compensation and employee benefit arrangements consistent with any officer, director or employee the past practice of the Company or any Subsidiarysuch Restricted Subsidiary or (b) which agreement, arrangement or plan was adopted by the Board of Directors of the Company or such Restricted Subsidiary (including under any stock option or stock incentive plansa majority of the Disinterested Directors), (ii) transactions between or among as the Company and/or its Subsidiaries, (iii) Permitted Paymentscase may be, (iv) Restricted Payments any payment made in accordance with Section 10.9 or Permitted Payments4.6, and (v) management agreements or similar agreements between (A) transactions pursuant to the Company or any Subsidiary Management Agreement which are in compliance with the terms of the Management Agreement and the Guidelines as in effect on the Closing Date and (Bvi) Affiliates any transaction or series of related transactions in which the Company or any Subsidiary has made an Investmenttotal amount involved does not exceed $250,000.

Limitation on Transactions with Affiliates. The Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Restricted Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) aboveabove or such transaction or series of related transactions is approved by a majority of the Disinterested Directors of the Board of Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0001 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, officer or director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), entered into in the ordinary course of business; (ii) transactions between or among the Company and/or its Subsidiaries, any transaction permitted as a Restricted Payment pursuant to Section 1009; (iii) Permitted Payments, the payment of customary fees to directors of the Company and its Restricted Subsidiaries; (iv) Restricted Payments made in accordance any transaction with Section 10.9 any officer or Permitted Payments, member of the Board of Directors of the Company involving indemnification arrangements; and (v) management agreements loans or similar agreements between (A) advances to officers of the Company or in the ordinary course of business not to exceed $1 million in any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentcalendar year.

Limitation on Transactions with Affiliates. The Company will shall not, and will shall not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’s-arm's length dealings with an unrelated third party, party and (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0005,000,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by the Board of Directors of the Company (and approved by a majority of the Disinterested Independent Directors of the Company, or in the event there is only one Disinterested Independent Director, by such Disinterested Independent Director); PROVIDED, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, howeverHOWEVER, that clauses (a) through (c) above this provision shall not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officer, officer or director or employee of the Company) and (B) transactions pursuant to agreements in existence on the date of this Indenture. This limitation shall not apply to (i) transactions among the Company and its wholly owned Subsidiaries or any Subsidiary, including under any stock option or stock incentive plans)among wholly owned Subsidiaries of the Company, (ii) transactions between or among the Company and/or its Subsidiariesprovision of directors and officers insurance for the benefit of the directors and officers of the Company, (iii) Permitted Payments, indemnification payments to directors and officers of the Company in accordance with applicable state law and (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) payments to all holders of Capital Stock of the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmenton a pro rata basis.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a Wholly Owned Subsidiary) unless such transaction or series of related transactions is entered into in good faith and in writing and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be reasonably expected to be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,0003.0 million, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0007.0 million, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses this provision shall not apply to: (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), in the ordinary course of business; (iib) transactions any transaction solely between or among the Company and/or its any Restricted Subsidiaries, if such transaction is otherwise in compliance with this Indenture and is on fair and reasonable terms; (iiic) Permitted Payments, any transaction otherwise permitted by the terms of the section of this Indenture described in Section 1009; (ivd) the execution and delivery of or payments made under any tax sharing agreement between or among any of the Company and any Restricted Payments made in accordance with Section 10.9 Subsidiary; (e) licensing or Permitted Payments, and (v) management agreements or similar agreements between (A) sublicensing of use of any intellectual property by the Company or any Restricted Subsidiary to any Restricted Subsidiary of the Company; provided that the licensor shall continue to have access to such intellectual property to the extent necessary for the conduct of its respective business; (f) arrangements between the Company and any Restricted Subsidiary of the Company for the purpose of providing services or employees to such Restricted Subsidiary; (g) any transaction entered into for the purpose of granting or altering registration rights with respect to the Capital Stock of the Company; and (Bh) Affiliates in which any transaction or series of related transactions entered into prior to the Company or any Subsidiary has made an Investmentdate hereof.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, indirectly enter into any transaction or series of related transactions (including, without limitationlimitation , the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a wholly-owned Subsidiary) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, party and (b) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000100,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions or series of related transactions are fair to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above this provision shall not apply to any transaction with (i) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any SubsidiaryCompany, including under any stock option or stock incentive plans), ; or (ii) transactions between pursuant to the terms of any agreement or among arrangement in existence on the Company and/or its Subsidiaries, date of this Agreement listed on Schedule 2.19(b); or (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 pursuant to any Non-Disclosable Contract. The Company shall not amend or Permitted Paymentswaive its rights under, and (v) management agreements or similar agreements between (A) the Company or shall not permit any Subsidiary and to amend or waive its rights under, any of the terms of the agreements referred to in clause (Bii) Affiliates in which of the Company or any Subsidiary has made an Investmentforegoing proviso without the prior written consent of a majority of the Disinterested Directors of the Company.

Limitation on Transactions with Affiliates. The Company will not, not and will not permit any of its Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of any Affiliate of the Company (other than the Company or a SubsidiaryWholly Owned Subsidiary of the Company) unless such transaction or series of related transactions is entered into in good faith and (a) such transaction or series of related transactions is in writing on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those that would be available in a comparable transaction in arm’sarm's-length dealings with an unrelated third party, party and (b) (i) with respect to any transaction or series of related transactions involving aggregate value payments in excess of $1,000,000500,000, the Company delivers an Officers’ ' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (A) such transaction or series of related transactions has been approved by a majority of the Disinterested members of the Board of Directors of the CompanyCompany (and approved by a majority of Independent Directors of the Company or, or in the event there is only one Disinterested such Independent Director, by such Disinterested Independent Director, or ) and (Bii) the Company delivers with respect to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of any transaction or series of related transactions for which involving aggregate payments in excess of $1,000,000, an opinion is required stating that as to the transactions or series of related transactions are fair fairness to the Company or such Subsidiary from a financial point of view; providedview issued by an investment banking or appraisal firm of national standing. Notwithstanding the foregoing, however, that clauses (a) through (c) above shall this provision will not apply to (iA) any transaction with an employee officer or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and or employee benefit arrangements with any officerofficer or director of the Company), director or employee of (B) any transaction entered into by the Company or any Subsidiary, including under any stock option or stock incentive plans)one of its Wholly Owned Subsidiaries with a Wholly Owned Subsidiary of the Company, (iiC) transactions between or among in existence on the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, date of this Indenture and (vD) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an InvestmentAsset Transfer Transaction.

Limitation on Transactions with Affiliates. (a) The Company will shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assetsProperty or the rendering of any service) with, property or services) with or for the benefit of, any of any their respective Affiliates (each an "Affiliate of the Company (Transaction") other than the Company or a Subsidiary(i) unless such transaction or series Affiliate Transactions permitted by paragraph (b) of related transactions is entered into in good faith and this Section 10.16, (aii) such transaction or series of related transactions is Affiliate Transactions on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that would be available in a comparable arm's length transaction in arm’s-length dealings with an unrelated third partyPerson, (biii) with respect to any one transaction or series of related transactions involving aggregate value payments in excess of $1,000,0001,000,000 but less than $5,000,000 in the aggregate, the Company delivers an Officers’ ' Certificate to the Trustee certifying that (A) such transaction or series of related transactions complies with clause (aii) above, above and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,000, either (AB) such transaction or series of related transactions has been approved by the Board of Directors (including a majority of the Disinterested Directors Directors) of the Company, or in the event there is only and (iv) with respect to any one Disinterested Director, by such Disinterested Director, or (B) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which involving aggregate payments in excess of $5,000,000, the Company delivers an opinion is required stating Officers' Certificate to the Trustee certifying to the two matters referred to in clause (iii) above and that the transactions Company has obtained a written opinion, a copy of which shall be attached to such Officers' Certificate, from an independent nationally recognized investment banking firm or appraisal firm specializing or having a speciality in the type and subject matter of the transaction or series of related transactions are at issue, which opinion shall be to the effect set forth in clause (ii) above or shall state that such transaction or series of related transactions is fair from a financial point of view to the Company or such Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall not apply to (i) any transaction with an employee or director of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee of the Company or any Restricted Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among as the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investmentcase may be.

Limitation on Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (includingwith, without limitation, the sale, purchase, exchange or lease of assets, property or services) with or for the benefit of of, any Affiliate of the Company or any beneficial owner of 5% or more of any class of the Company's Capital Stock at any time outstanding (other than the Company or a Subsidiary) "Interested Persons"), unless such transaction or series of related transactions is entered into in good faith and (ai) such transaction is among the Company and Restricted Subsidiaries or series of related transactions (ii) (A) such transaction is on terms that are no less favorable to the Company Company, or such Restricted Subsidiary, as the case may be, than those that would be available could have been obtained in a comparable an arm's length transaction with third parties who are not Interested Persons and (B)(1) with respect to any transaction or series of related transactions involving the aggregate value in arm’s-length dealings excess of $500,000, the Company delivers an Officer's Certificate to the Trustee certifying that such transaction or series of related transactions complies with an unrelated third party, clause (bA) above and (2) with respect to any transaction or series of related transactions involving aggregate value in excess of $1,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above, and (c) with respect to any transaction or series of related transactions involving aggregate value in excess of $10,000,0002,500,000, either (Ai) such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the board of directors of the Company, or in the event there is only one Disinterested Director, by such Disinterested Director, or (Bii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the transactions transaction or series of related transactions are is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that clauses (a) through (c) above shall -------- ------- this covenant will not apply restrict the Company from paying reasonable compensation and fees to (i) any transaction with an employee or director directors of the Company or any of its Subsidiaries entered into in the ordinary course of business (including compensation and employee benefit arrangements with any officer, director or employee Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary, including under any stock option or stock incentive plans), (ii) transactions between or among the Company and/or its Subsidiaries, (iii) Permitted Payments, (iv) Restricted Payments made in accordance with Section 10.9 or Permitted Payments, and (v) management agreements or similar agreements between (A) the Company or any Subsidiary and (B) Affiliates in which the Company or any Subsidiary has made an Investment.