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

Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution or the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.3, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from the Issue Date, in an aggregate amount at any one time outstanding not to exceed $2,000,000, and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, after the Issue Date, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.34.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from in the Issue Dateordinary course of business, in an aggregate amount at any one time outstanding not to exceed $2,000,000, 500,000 and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, arrangement or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.34.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from in the Issue Dateordinary course of business, in an aggregate amount at any one time outstanding not to exceed $2,000,000500,000, and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, after the Issue Date, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments pay- ments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.3, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from the Issue Date, in an aggregate amount at any one time outstanding not to exceed $2,000,000, and (ii) thereafter in the ordinary course of business business, in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing taxsharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement described in existence or referred to under the caption "Acquisitions and Dispositions -- Pending Transactions" in the Offering Memorandum, as in effect on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect)Issue Date.

Limitation on Transactions with Related Persons. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person TransactionRELATED PERSON TRANSACTION"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which that could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred Incurred by such Persons Persons, as directors, officers or employees, (ii) any contract, agreement, arrangement, arrangement or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.34.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from in the Issue Dateordinary course of business, in an aggregate amount at any one time outstanding not to exceed $2,000,000500,000, and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, after the Issue Date, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related 49 Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.34.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from in the Issue Dateordinary course of business, in an aggregate amount at any one time outstanding not to exceed $2,000,000, 500,000 and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The After the Issue Date, the Company will not, and will not permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, enter into any contract, agreement, arrangement or transaction with any Related Person (each a "Related Person Transaction"), or any series of Related Person Transactions, except for transactions (a) entered into pursuant to clause (iv) of Section 4.3 and (b) made in good faith, the terms of which are (i) fair and reasonable to the Company or such Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which that could be obtained by the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 1,000,000 must either first be approved by a majority of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant to a Board Resolution Resolution, and (b) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000, the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Subsidiary, as the case may be. Notwithstanding the foregoing, the following shall not constitute Related Person Transactions: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred Incurred by such Persons Persons, as directors, officers or employees, (ii) any contract, agreement, arrangement, arrangement or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.34.04, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from in the Issue Dateordinary course of business, in an aggregate amount at any one time outstanding not to exceed $2,000,000500,000, and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (v) any payment pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in any material respect).

Limitation on Transactions with Related Persons. The Company Issuer will not, and nor will not it permit any of its Restricted Subsidiaries or Unrestricted Subsidiaries to, directly or indirectly (i) sell, lease, transfer or otherwise dispose of any of its property to, (ii) purchase any property from, (iii) make any Investment in, or (iv) enter into or amend any contract, agreementagreement or understanding with, arrangement or transaction with for the benefit of, any of its Related Person Persons (each a "Related Person Transaction"), other than Related Person Transactions that are no less favorable to the Issuer or such Restricted Subsidiary than those that could be obtained in a comparable arm's length transaction by the Issuer or such Restricted Subsidiary from an unrelated party; provided that the Issuer delivers to the Trustee (A) with respect to any Related Person Transaction (or series of Related Person TransactionsTransactions which are similar or part of a common plan) involving aggregate payments in excess of $5.0 million, except for transactions (a) entered into pursuant to clause (iv) a resolution of Section 4.3 the Board of Directors set forth in an Officers' Certificate certifying that such Related Person Transaction complies with the preceding sentence and such Related Person Transaction was approved by a majority of the disinterested members of the Board of Directors of the Issuer and (bB) made in good faith, the terms with respect to any Related Person Transaction (or series of Related Person Transactions which are (isimilar or part of a common plan) fair and reasonable involving aggregate payments in excess of $10.0 million, an affirmative opinion as to the Company fairness to the Issuer or such Restricted Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained from a financial point of view issued by the Company a nationally recognized accounting, appraisal, investment banking or such Subsidiary, as the case may beconsulting firm that is, in a comparable transaction made on an arm's length basis with Persons who are not Related Persons. Without limiting the foregoing, (a) with respect to any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $1,000,000, the Company delivers an officers' certificate to the Trustee certifying that such Related Person Transaction or series of Related Person Transactions satisfies clauses (i) and (ii) in the preceding paragraph, and (b) any Related Person Transaction or series of Related Person Transactions with an aggregate value in excess of $5,000,000 must either first be approved by a majority judgment of the Board of Directors of the Company who are disinterested in the subject matter of the transaction pursuant Issuer, independent and qualified to a Board Resolution or the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of render such transaction to the Company or such Subsidiary, as the case may beopinion. Notwithstanding the foregoing, the following The foregoing restrictions shall not constitute Related Person Transactionsapply to: (i) reasonable and customary payments on behalf of directors, officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely transactions between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the CompanyIssuer, or between the Issuer and any Wholly Owned Restricted Subsidiary of the Issuer, if such transaction is not otherwise prohibited by the terms of this Indenture; (ii) Restricted Payments permitted under Section 4.10; (iii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Issuer or any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.3, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from the Issue Date, in an aggregate amount at any one time outstanding not to exceed $2,000,000, and (ii) thereafter entered into in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, (vincluding customary benefits thereunder); (iv) any payment transactions undertaken pursuant to a tax-sharing the Executive Securities Agreement, Registration Agreement, Securityholders Agreement or any similar agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on entered into after the date of this Indenture to the Indenture or on extent the Merger Date or any amendment thereto (so long as terms of any such amendment is new agreement are not disadvantageous to the Holders of the Securities in any material respect; (v) the issue and sale by the Issuer to its shareholders of Equity Interests other than Disqualified Stock; (vi) the incurrence of intercompany Debt permitted pursuant to Section 4.12; (vii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Debt thereof; (viii) transactions that are permitted by Section 5.01; (ix) transactions effected as a part of a Qualified Securitization Transaction; (x) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods and services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xi) payments made pursuant to the Consulting Agreement and the Tax Sharing Agreement; (xii) subject to the limitation set forth in the following sentence, payments made pursuant to the Management Agreement; and (xiii) transactions undertaken pursuant to the Asset Drop Down (as defined in the Final Offering Memorandum). Without limiting the foregoing after the occurrence and during the continuance of an Event of Default, the Issuer will not, nor will it permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to any Related Person in respect of management, advisory or similar services, including, without limitation, any payment pursuant to the Management Agreement; provided, that the foregoing shall not limit the ability of the Issuer or any Restricted Subsidiary to enter into transactions described in clauses (iii), (iv) and (xi) above.

Limitation on Transactions with Related Persons. The Company will not, and will not permit any of its Restricted Subsidiaries Subsidiary to, directly or Unrestricted Subsidiaries toindirectly, enter into any contract, agreement, arrangement transaction or transaction with any Related Person (each a "Related Person Transaction"), or any series of related transactions with Related Person Transactions, except for -47- Persons of the Company unless: (i) such transactions are between or among the Company and its Restricted Subsidiaries; or (aii) entered into pursuant to clause such transactions are in the ordinary course of business and consistent with past practice; or (iviii) of Section 4.3 and (b) made in good faith, the terms of which such transactions are (i) fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and (ii) are at least as favorable as the terms which could be obtained by the Company or such the Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's arm's-length basis with between Persons who are not Related Persons. Without limiting In the foregoing, (a) with respect to event of any Related Person Transaction transaction or series of transactions occurring subsequent to the Issuance Date with a Related Person Transactions with an aggregate value which involves in excess of $1,000,0001.0 million and is not permitted under clause (i) of the preceding sentence, a majority of the disinterested members of the board of directors of the Company delivers an officers' certificate to the Trustee certifying shall by resolution determine that such Related Person Transaction transaction or series of Related Person Transactions satisfies clauses transactions meets the criteria set forth in clause (iiii) and (ii) in of the preceding paragraph, and (b) sentence. In the event of any Related Person Transaction transaction or series of transactions occurring subsequent to the Issuance Date with a Related Person Transactions with an aggregate value which involves in excess of $5,000,000 must either first be approved by a majority of the Board of Directors of 10.0 million and is not permitted under clause (i) above, the Company who are disinterested in will be required to deliver to the subject matter Trustee an opinion of an Independent Financial Advisor to the effect that the transaction pursuant to a Board Resolution or the Company must first obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction is fair to the Company or such the relevant Restricted Subsidiary, as the case may be, from a financial point of view or a written appraisal issued by an Independent Financial Advisor supporting the value of the transaction. Notwithstanding the foregoing, such provisions do not prohibit and will not apply to (1) any Restricted Payment which is permitted by Section 4.11; (2) the following shall not constitute Related Person Transactions: payment of compensation and the provision of customary indemnities to directors of the Company and wages and other compensation (iincluding customary benefits) reasonable and customary payments on behalf of directors, to officers or employees of the Company or any of its Restricted Subsidiaries, or in reimbursement of reasonable and customary payments or reasonable and customary expenditures made or incurred by such Persons as directors, officers or employees, (ii) any contract, agreement, arrangement, or transaction solely between or among the Company and any of its Wholly Owned Restricted Subsidiaries or between or among Wholly Owned Restricted Subsidiaries of the Company, (iii) any Restricted Payment of the type described by clauses (i) and (ii) of the definition thereof made to all stockholders on a pro rata basis and not prohibited by Section 4.3, (iv) any loan or advance by the Company or a Restricted Subsidiary to employees of the Company or a Restricted Subsidiary (i) prior to one year from the Issue Date, in an aggregate amount at any one time outstanding not to exceed $2,000,000, and (ii) thereafter in the ordinary course of business in an aggregate amount at any one time outstanding not to exceed $300,000, business; (v3) any payment agreement as in effect on the Issuance Date and described in the Offering Memorandum under the caption "Certain Relationships and Related Party Transactions" or any transaction contemplated thereby (including pursuant to a tax-sharing agreement between the Company and any other Person with which the Company is required or permitted to file a consolidated tax return or with which the Company is or could be part of a consolidated group for tax purposes, which payments are not in excess of the tax liabilities attributable solely to the Company and its Restricted Subsidiaries (as a consolidated group) and (vi) any transaction pursuant to an agreement in existence on the date of the Indenture or on the Merger Date or any amendment thereto) in any replacement agreement thereto (so long as any such amendment or replacement agreement is not more disadvantageous to the Holders Company in any material respectrespect than the original agreement as in effect on the Issuance Date; or (4) the issuance by the Company of its Capital Stock (other than Disqualified Stock).