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

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; , (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries, (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; , (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; , (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04, (vi) Kingston's and Matra's rights to commissions and other payments under sales representation or ground operation agreements, Matra's rights to payments, including without limitation incentive payments, under the Telstar 11 Satellite Contract and Telstar 12 Satellite Contract, and Kingston's rights to payments for services under network monitoring contracts, in each case as in effect on the Closing Date and with such extensions, amendments and renewals that may be entered into on terms at least as favorable to the Company or its Restricted Subsidiaries, as the case may be, as the terms of agreements in effect on the Closing Date, or (vii) the Data Business Transfer or the issuance of the Subordinated Intercompany Note. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (2ii) through (6vii) of this paragraph, (a) the aggregate amount of which exceeds $15 5 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors Directors, or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees compensation (whether in cash or securities) and expense reimbursements to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6v) of this paragraph, (a) the aggregate amount of which exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 3 million in value, must be determined to be fair in the manner provided for in clause (l)(Bi)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely between Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale of shares of Capital Stock (compensation, indemnification and other than Disqualified Stock) of the Company; (6) the granting benefits paid or performance of registration rights under a written agreement made available to officers, directors and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary employees in the ordinary course of business in accordance connection with Sections 7 services actually rendered and 13(k) of the Exchange Actconsistent with past practice; (8) deposit, checking, banking and brokerage products and services typically offered to our customers vi) transactions in accordance with the Existing Stockholder Agreements as in effect on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve SystemClosing Date; or (9vii) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6v) of this paragraph, (a) the aggregate amount of which exceeds $15 2.0 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovethis Section 4.08.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereofRestricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04; (vi) employment agreements with, and loans and advances to, officers and employees of the Company and its Restricted Subsidiaries, in each case in the ordinary course of business; (vii) customary indemnification arrangements in favor of directors and officers of the Company and its Restricted Subsidiaries; or (viii) transactions in accordance with the provisions of the Series A Preferred Stock of the Company as set forth in the Certificate of Incorporation of the Company on the Closing Date. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6vi) of this paragraph, (a) the aggregate amount of which exceeds $15 3 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Company) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an AffiliateAffiliate of the Company. The If an Event of Default shall have occurred and be continuing , none of the Company or any Restricted Subsidiary shall make any payments with respect the Management Services Agreement. Except with respect to the prohibition on payments with respect to the Management Services Agreement during the pendency of an Event of Default, the foregoing limitation does limitations do not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or such its Restricted Subsidiary or Regulated Subsidiary Subsidiaries from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; (5v) any sale of shares of Capital Stock Restricted Payments not prohibited under Section 4.04, (other than Disqualified Stock) of the Company; (6vi) the granting Management Services Agreement or performance any payments made (unless an Event of registration rights under a written agreement Default shall have occurred and be continuing at the time of such payment) pursuant thereto or (vii) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6vii) of this paragraph, (a) the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Company or (y) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each, except upon an “Affiliate Transaction”), unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-arm’s length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not such a holder or an Affiliate. Affiliate of the Company or such Restricted Subsidiary; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.15 and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (ii)(A) above, an opinion issued by an accounting, appraisal or investment banking firm of recognized international standing as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view. (b) The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees and other compensation to directors of the Company or any Restricted Subsidiary who are not employees of the Company and customary indemnification arrangements entered into by the Companyor any Restricted Subsidiary; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return Subsidiary Guarantor or with which the Company is part of a consolidated group for tax purposesbetween or among Subsidiary Guarantors; (5iii) transactions between or among the Company and any Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (iv) any Restricted Payment of the type described in clause (i), (ii) or (iii) of Section 4.07(a) if permitted by Section 4.07; (v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6vi) the granting payment of compensation to officers and directors of the Company or any Restricted Subsidiary pursuant to an employee stock or share option scheme, so long as such scheme is in compliance with the listing rules of The Stock Exchange of Hong Kong Limited, which as of the Exchange Date require a majority shareholder approval of any such scheme; (vii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, including, without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and the entry into, and the performance thereof, of registration rights under a written any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and approved (B) any entity in the Restructuring Group entered into in the ordinary course of business, on fair and reasonable terms and disclosed in the offering document issued in connection with the Restructuring, or any amendment or modification or extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. (c) In addition, the requirements of clause (ii) of Section 4.15(a) shall not apply to (i) Investments (other than Permitted Investments) not prohibited by Section 4.07, (ii) transactions pursuant to agreements in effect on the Board of Directors Exchange Date and described in Schedule III hereto, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Exchange Date, (iii) any transaction between or among (x) any of the Company, containing customary terms, taken as any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a whole; Wholly Owned Restricted Subsidiary or (7y) loans to an Affiliate who is an officer, director the Company or employee of the Company, a Restricted Subsidiary on the one hand and a Minority Joint Venture or a Regulated an Unrestricted Subsidiary by a Regulated Subsidiary on the other hand; provided that in the case of this clause (iii), (A) such transaction is entered into in the ordinary course of business and (B) none of the shareholders or partners (other than the Company or any Restricted Subsidiary) of or in such Minority Joint Venture, Unrestricted Subsidiary or Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary is a Person described in clause (x) or (y) of Section 4.15(a) (other than by reason of such shareholder or partner being an officer or director of such Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as the case may be) and (iv) any Investment by the Company or any Restricted Subsidiary in accordance with Sections 7 and 13(kthe requirements under clause (16) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers definition of “Permitted Investment” on substantially a pro rata basis based on its percentage ownership at the same terms and conditions as those offered to our customers, or in the case time of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovesuch Investment.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or; (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04; or (10) any agreement of a Restricted Subsidiary acquired after the Issue Date in existence at the date such Person becomes a Restricted Subsidiary. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 25 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 50 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Company or (y) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each, except upon an “Affiliate Transaction”), unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-arm’s length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not such a holder or an Affiliate. Affiliate of the Company or such Restricted Subsidiary; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.15 and such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof), in addition to the Board Resolution required in clause (ii)(A) above, an opinion issued by an accounting, appraisal or investment banking firm of recognized international standing as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view. (b) The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees and other compensation to directors of the Company or any Restricted Subsidiary who are not employees of the Company and customary indemnification arrangements entered into by the Companyor any Restricted Subsidiary; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which Subsidiary Guarantor or between or among Subsidiary Guarantors; (iii) transactions between or among the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) and any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Wholly Owned Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Actbetween or among Wholly Owned Restricted Subsidiaries; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely between Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale of shares of Capital Stock (compensation, indemnification and other than Disqualified Stock) of the Company; (6) the granting benefits paid or performance of registration rights under a written agreement made available to officers, directors and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary employees in the ordinary course of business in accordance connection with Sections 7 services actually rendered and 13(k) of the Exchange Actconsistent with past practice; (8) deposit, checking, banking and brokerage products and services typically offered to our customers vi) transactions in accordance with the Existing Stockholder Agreements as in effect on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve SystemClosing Date; or (9vii) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.04 hereof. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6v) of this paragraph, (a) the aggregate amount of which exceeds $15 2 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovethis Section 4.08.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by the provisions of Section 4.044.05 (other than pursuant to clause (iv) of the definition of "Permitted Investment" or clause (vi) of the second paragraph of Section 4.05). Notwithstanding the foregoing, any transaction (or series of related transactions transactions) with any Unrestricted Subsidiary covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (2i) through (6v) of this paragraph, (a) the aggregate amount of which does not exceed $250,000 in value in any year will not be covered by this Section 4.09 and, if the aggregate value of such transaction exceeds $15 million 250,000 in valueany year, must will not be approved or covered by this Section 4.09 if such transaction has been determined by the Board of Directors to be fair in to the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) aboveCompany.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary of the Issuer to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder other than those controlled by the Issuer) of 5% or more of any class of Capital Stock of the Issuer or any Subsidiary of the Issuer or with any Affiliate of the Company Issuer or any Affiliates Subsidiary of any Restricted Subsidiary or Regulated Subsidiarythe Issuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary of the Issuer than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’s-arm's- length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary Issuer or a Regulated Subsidiary delivers to the Trustee Paying Agents a written opinion of a nationally an internationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary of the Issuer from a financial point of view; ; (2ii) any transaction solely among between the Company, its Issuer and any Wholly Owned Restricted Subsidiaries Subsidiary or its between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company Issuer who are not employees of the Company and customary indemnification arrangements entered into by the Company; Issuer; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company Issuer and any other Person with which the Company files Issuer is required or permitted to file a consolidated tax return or with which the Company Issuer is or could be part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified StockInvestments not prohibited by Section 7(c) or any dividend, distribution or loan included in the calculation of the Company; (6) the granting or performance Basket Amount. For purposes hereof, a "disinterested" member of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as shall mean a whole; (7) loans to an Affiliate member who is an officernot employed by, director or employee of the Company, a Restricted Subsidiary or a Regulated shareholder of, the Person with whom the Issuer or its Subsidiary by a Regulated Subsidiary is engaged in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovesuch transaction.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. 47 41 The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation banking firm (or appraisal firm a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary transactions in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9vi) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.03. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (2ii) through (6iv) of this paragraph, (a) the aggregate amount of which exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved by the Board of Directors directors of the CompanyCompany or any Restricted Subsidiary, containing customary terms, taken so long as a wholesuch plan or scheme is in compliance with the listing rules of the New York Stock Exchange; (7vi) loans to an Affiliate who is an officerany employment, director consulting, service or employee termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of the Companyits Restricted Subsidiaries with directors, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary officers, employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(k) the payment of the Exchange Actcompensation pursuant thereto; (8) depositvii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, checkingincluding, banking without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and brokerage products the entry into, and services typically offered to our customers the performance thereof, of any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in the ordinary course of business, on substantially the same fair and reasonable terms and conditions as those offered to our customersdisclosed in the offering document issued in connection with the Restructuring, or any amendment, modification, extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering circular of the Company dated February 21, 2017, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary on the one hand and any Minority Joint Venture or Unrestricted Subsidiary on the other hand; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Bank Regulated Wholly Owned Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoingcase may be, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by is a Person described in clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the Indenture, the Company will not, and will not permit any Restricted Subsidiary or Regulated Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Significant Subsidiary (together, "Related Persons" and each, a "Related Person"), unless the terms to the Company or Regulated Subsidiary, except upon fair and reasonable terms no less such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary or Regulated Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm's length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall not apply to: (1) transactions (A) be approved by a majority of the disinterested members of the Board of Directors or (B) for which of the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers if no such disinterested directors exist with respect to the Trustee a written such transaction (or series of transactions), shall be confirmed by an opinion of a nationally recognized investment bankingan Independent Financial Advisor to be fair, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; , to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (2i) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Significant Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; between Significant Subsidiaries, (3ii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company and customary indemnification arrangements entered into by or any Significant Subsidiary, or (iii) the Company; (4) any payments grant of stock options or other transactions pursuant similar rights to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company; (6) the granting or performance of registration rights under a written agreement and Company pursuant to plans approved by the Board of Directors Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee outstanding Common Stock of the Company, Company on a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in fully diluted basis at the ordinary course date of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovedetermination.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved directors of the Company or any Restricted Subsidiary, so long as such plan or scheme is in compliance with the listing rules of the New York Stock Exchange; and (vi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Board Company or any of Directors of the Companyits Restricted Subsidiaries with directors, containing customary termsofficers, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(kthe payment of compensation pursuant thereto. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Exchange Act; (8) depositOriginal Issue Date and described in the offering circular of the Company dated November 29, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers2013, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary and any Minority Joint Venture; provided that in the case of a Bank Regulated Subsidiaryclause (C), as otherwise permitted under Regulation O promulgated by (1) such transaction is entered into in the Board ordinary course of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 business and not covered by clauses (2) through none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or Minority Joint Venture, as the case may be, is a Person described in clauses (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary or Minority Joint Venture, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Company So long as any of the Securities are outstanding, Holdings will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary of Holdings to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of capital stock of Holdings (other than the Company Bank Agent or any Affiliates of its Affiliates) or any Restricted Subsidiary of Holdings or Regulated Subsidiarywith any Affiliate of Holdings or any Subsidiary of Holdings, except upon fair and reasonable terms no less favorable to the Company Holdings or such Restricted Subsidiary or Regulated Subsidiary of Holdings than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’scomparable, arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) any transaction between Holdings and any Subsidiary of Holdings or between Subsidiaries of Holdings; (ii) transactions (A) for which Holdings or any Subsidiary of Holdings delivers to the Trustee a written opinion of a nationally recognized investment banking firm stating that the transaction is fair to Holdings or such Subsidiary of Holdings from a financial point of view or (B) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of viewDirectors; (2iii) the payment of fees pursuant to the Management Agreements or pursuant to any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries similar management contracts entered into by Holdings or any combination thereofSubsidiary of Holdings; (3iv) the payment of reasonable and customary regular fees to directors of the Company Holdings or any Subsidiary of Holdings who are not employees of the Company and customary indemnification arrangements entered into by the CompanyHoldings or such Subsidiary of Holdings; (4v) any payments or other transactions pursuant to any tax-sharing agreement between the Company Holdings and Silgan or any other Person with which the Company files Holdings is required or permitted to file a consolidated tax return or with which the Company Holdings is or could be part of a consolidated group for tax purposes; (5vi) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.4 of this Indenture; (vii) the payment of fees to Xxxxxx Xxxxxxx & Co. Incorporated, S&H or their respective Affiliates for financial, advisory, consulting or investment banking services that the Board of Directors deems to be advisable or appropriate for Holdings or any Subsidiary of Holdings to obtain (including the payment to Xxxxxx Xxxxxxx & Co. Incorporated of any underwriting discounts or commissions or placement agency fees) in connection with the issuance and sale of any securities by Holdings or any Subsidiary of Holdings; or (viii) any transaction contemplated by any of the Stock Based Plans. Notwithstanding any of the foregoing, any transaction or series of related transactions covered by the first paragraph of nothing in this Section 4.08 and not covered by clauses 4.6 shall prohibit the occurrence of (2i) through (6) of this paragrapha Holdings Merger, (aii) the aggregate amount sale of which exceeds $15 million in value, must be approved all or determined substantially all of the property and assets of Silgan or its successors to be fair in Holdings and the manner provided for assumption by Holdings of all or substantially all of the liabilities of Silgan or its successors or (iii) the issuance by Silgan or its successors of Securities. Immediately upon the occurrence of an event specified in clause (l)(Ai), (ii) or (Biii) above and (b) of the aggregate amount of which exceeds $25 million preceding sentence, all references to Holdings in value, must be determined this Section 4.6 shall refer to be fair in the manner provided for in clause (l)(B) aboveSuccessor Corporation.

Limitation on Transactions with Shareholders and Affiliates. The Company will Corporation shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder of 10% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing preceding limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors Directors, if there are any such disinterested members or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, appraisal firm, or valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely between Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the CompanyCompany in the ordinary course of business; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyCompany or any options, warrants or other rights to acquire such Capital Stock; (6vi) the granting or performance of registration rights under a written agreement management and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary administrative services provided in the ordinary course of business by the Company or any Restricted Subsidiary to any Restricted Subsidiary or any Person in accordance with Sections 7 and 13(k) of which the Exchange ActCompany or any Restricted Subsidiary has an Investment; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially vii) any employment arrangements entered into by the same terms and conditions as those offered to our customers, Company or any of its Restricted Subsidiaries in the case ordinary course of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve Systembusiness; or (9viii) any Permitted Investments or and any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoingpreceding, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (2ii) through (6viii) of this paragraphSection 4.07, (a) the aggregate amount of which exceeds $15 10 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 20 million in value, must be determined to be fair in the manner provided for in clause (l)(Bi)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew renew, amend or extend any transaction understanding, loan, advance, guarantee, transaction, contract, agreement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with, or for the benefit of any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Issuer or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated SubsidiaryIssuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. . (b) The foregoing limitation does not limit, and restrictions set forth in clause (a) above shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Issuer or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Issuer and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries solely among Restricted Subsidiaries; provided that any transaction between Biodiesel and the Issuer or any combination thereofother Restricted Subsidiary shall be on fair and reasonable terms no less favorable to the Issuer and its Restricted Subsidiaries than could be obtained in a comparable arm's length transaction; (3iii) the payment of reasonable and customary regular fees to directors of the Company Issuer who are not employees of the Company Issuer and customary indemnification arrangements entered into by the CompanyIssuer; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyIssuer; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9v) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.3; (vi) any written agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (vii) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors in good faith and loans to employees of the Issuer and its Subsidiaries which are approved by the Board of Directors in good faith; (viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case on ordinary business terms and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; (ix) any transaction with a Joint Venture or similar entity which would be subject to this Section 4.12 solely because the Issuer or a Restricted Subsidiary of the Issuer owns an equity interest in or otherwise controls such Joint Venture or similar entity; or (x) loans or advances to officers, directors, employees or consultants in the ordinary course of business or consistent with past practice not to exceed $2,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph clause (a) of this Section 4.08 4.12 and not covered by clauses (2ii) through (6x) of this paragraphclause (b), (ax) the aggregate amount of which exceeds $15 million 15,000,000 in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ab)(i)(A) or (B) above and (by) the aggregate amount of which exceeds $25 million 20,000,000 in value, must be determined to be fair in the manner provided for in clause (l)(B) aboveb)(i)(B).

Limitation on Transactions with Shareholders and Affiliates. The Under the terms of the Indenture, the Company will not, and will not permit any Restricted Subsidiary or Regulated Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Significant Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to the Company or Regulated Subsidiary, except upon fair and reasonable terms no less such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary or Regulated Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall not apply to: (1) transactions (A) be approved by a majority of the disinterested members of the Board of Directors or (B) for which of the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers if no such disinterested directors exist with respect to the Trustee a written such transaction (or series of transactions), shall be confirmed by an opinion of a nationally recognized investment bankingan Independent Financial Advisor to be fair, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; , to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (2i) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Significant Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; between Significant Subsidiaries, (3ii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company and customary indemnification arrangements entered into by or any Significant Subsidiary, or (iii) the Company; (4) any payments grant of stock options or other transactions pursuant similar rights to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company; (6) the granting or performance of registration rights under a written agreement and Company pursuant to plans approved by the Board of Directors Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee outstanding Common Stock of the Company, Company on a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in fully diluted basis at the ordinary course date of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovedetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation banking firm (or appraisal firm a subsidiary or affiliate thereof) in the United States stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments Payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary transactions in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; Company or any Restricted Subsidiary; provided that the aggregate amount of such transactions do not exceed $2 million in any fiscal year; or (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9vi) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.03. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.07 and not covered by clauses (2ii) through (6iv) of this paragraph, (a) the aggregate amount of which exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.. 144 44

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved by the Board of Directors directors of the CompanyCompany or any Restricted Subsidiary, containing customary terms, taken so long as a wholesuch plan or scheme is in compliance with the listing rules of the New York Stock Exchange; (7vi) loans to an Affiliate who is an officerany employment, director consulting, service or employee termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of the Companyits Restricted Subsidiaries with directors, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary officers, employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(k) the payment of the Exchange Actcompensation pursuant thereto; (8) depositvii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, checkingincluding, banking without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and brokerage products the entry into, and services typically offered to our customers the performance thereof, of any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in the ordinary course of business, on substantially the same fair and reasonable terms and conditions as those offered to our customersdisclosed in the offering document issued in connection with the Restructuring, or any amendment, modification, extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering circular of the Company dated August 24, 2016, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary and any Minority Joint Venture; provided that in the case of a Bank Regulated Subsidiaryclause (C), as otherwise permitted under Regulation O promulgated by (1) such transaction is entered into in the Board ordinary course of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 business and not covered by clauses (2) through none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or Minority Joint Venture, as the case may be, is a Person described in clauses (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary or Minority Joint Venture, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Company Lodgian will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of the Company such holder) of 5% or more of any class of Capital Stock of Lodgian or with any Affiliate of Lodgian or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company Lodgian or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Lodgian or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company Lodgian or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, between Lodgian and any of its Wholly Owned Restricted Subsidiaries or its solely among Wholly Owned Regulated Subsidiaries or any combination thereofRestricted Subsidiaries; (3) the payment of reasonable and customary regular fees to directors of the Company Lodgian who are not employees of the Company Lodgian and customary indemnification arrangements entered into by Lodgian in the Companyordinary course of business and consistent with past practices of Lodgian; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company Lodgian and any other Person with which the Company Lodgian files a consolidated tax return or with which the Company Lodgian is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of Lodgian or the Company; (6) the granting or development, management and administrative services and performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary completion guarantees provided in the ordinary course of business by Lodgian or any Restricted Subsidiary to any Person in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, which Lodgian or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve Systemany Restricted Subsidiary has an Investment; or (97) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.05. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (2) through (67) of this paragraph, (a) the aggregate amount of which exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A1)(A) or (B) above and (b) the aggregate amount of which exceeds $25 5 million in value, must be determined to be fair in the manner provided for in clause (l)(B1)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved by the Board of Directors directors of the CompanyCompany or any Restricted Subsidiary, containing customary terms, taken so long as a wholesuch plan or scheme is in compliance with the listing rules of the New York Stock Exchange; (7vi) loans to an Affiliate who is an officerany employment, director consulting, service or employee termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of the Companyits Restricted Subsidiaries with directors, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary officers, employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(k) the payment of the Exchange Actcompensation pursuant thereto; (8) depositvii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, checkingincluding, banking without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and brokerage products the entry into, and services typically offered to our customers the performance thereof, of any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in the ordinary course of business, on substantially the same fair and reasonable terms and conditions as those offered to our customersdisclosed in the offering document issued in connection with the Restructuring, or any amendment, modification, extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering circular of the Company dated April 4, 2019, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary on the one hand and any Minority Joint Venture or Unrestricted Subsidiary on the other hand; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Bank Regulated Wholly Owned Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoingcase may be, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for is a Person described in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of the Company such holder) of 5% or more of any Affiliates class of Capital Stock of GST or any Restricted Subsidiary or Regulated with any Affiliate of GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors of GST or (B) for which the Company, GST or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among the Company, between GST and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company GST who are not employees of the Company and customary indemnification arrangements entered into by the Company; GST or any of its Subsidiaries; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6vi) of this paragraph, (a) the aggregate amount of which exceeds $15 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above above. The Company will not, and (b) will not permit any Subsidiary to, directly or indirectly, enter into, renew or extend any of the aggregate amount of which exceeds $25 million in value, must be determined to be fair transactions described in the manner provided for in clause (l)(B) abovefirst paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Significant Subsidiary to, directly or indirectly, conduct any business, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease lease, exchange or exchange transfer of property or assets, or the rendering of any service, or the making of any payment, loan, advance or guarantee) with, or for the benefit of, any holder (or any Affiliate of such holder) of 10% or more of the Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Significant Subsidiary (together, “Related Persons” and each, a “Related Person”), unless the terms to the Company or Regulated Subsidiary, except upon fair and reasonable terms no less such Significant Subsidiary (i) are at least as favorable to the Company or such Restricted Significant Subsidiary or Regulated Subsidiary than as those that could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction dealings with a Person that who is not such a holder or an Affiliate. The foregoing limitation does not limitRelated Person, and (ii) in the case of any transaction (or series of transactions) with a Related Person involving aggregate payments made on or after the Issue Date in excess of U.S.$10 million in any fiscal year, shall not apply to: (1) transactions (A) be approved by a majority of the disinterested members of the Board of Directors or (B) for which of the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers if no such disinterested directors exist with respect to the Trustee a written such transaction (or series of transactions), shall be confirmed by an opinion of a nationally recognized investment bankingan Independent Financial Advisor to be fair, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; , to the Company or such Significant Subsidiary. The foregoing limitation does not limit, and shall not apply to (2i) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Significant Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; between Significant Subsidiaries, (3ii) the payment of reasonable and customary regular compensation and fees to directors of the Company and the Significant Subsidiaries who are not employees of the Company and customary indemnification arrangements entered into by or any Significant Subsidiary, or (iii) the Company; (4) any payments grant of stock options or other transactions pursuant similar rights to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of acquire Capital Stock (other than Disqualified Stock) to employees and directors of the Company; (6) the granting or performance of registration rights under a written agreement and Company pursuant to plans approved by the Board of Directors Directors, provided that, in the aggregate, the shares of Capital Stock underlying such options or similar rights issued since the Issue Date (exclusive of any shares of Capital Stock or similar rights required to be issued by law) shall not exceed 5% of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee outstanding Common Stock of the Company, Company on a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in fully diluted basis at the ordinary course date of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovedetermination.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) involving aggregate consideration in excess of $10 million with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Subsidiary of the Company or with any Affiliate of the Company or any Affiliates Subsidiary of any Restricted Subsidiary or Regulated Subsidiarythe Company, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, obtained in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) any transaction in the ordinary course of business between the Company and any Restricted Subsidiary that is a Wholly Owned Subsidiary of the Company or between Restricted Subsidiaries that are Wholly Owned Subsidiaries of the Company; (ii) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of viewif any); (2iii) any transaction solely among payment of moneys or issuance of securities pursuant to employment arrangements and employee benefit plans, in each case approved by the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofBoard of Directors; (3iv) the payment of reasonable and customary regular fees to directors of the Company or any Subsidiary of the Company who are not employees of the Company and customary indemnification arrangements entered into by or such Subsidiary of the 48 43 Company; (4v) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files 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; (5vi) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyRestricted Payments permitted by Section 3.04; (6vii) the granting loans or performance of registration rights under a written agreement and approved advances by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director Company or employee of the Company, a Restricted Subsidiary to employees of the Company or a Regulated Subsidiary by a Regulated Restricted Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Actbusiness; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially viii) any transaction contemplated by any stock option plan of the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve SystemCompany; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (aix) the aggregate amount allocation of which exceeds $15 million in value, must be approved Indebtedness and interest expense under the Bank Credit Agreement among the Company and one or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovemore Restricted Subsidiaries.

Limitation on Transactions with Shareholders and Affiliates. The Company will Parent shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Parent or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated SubsidiaryParent, except upon fair and reasonable terms no less favorable to the Company Parent or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-arm’s length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Parent or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company Parent or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among between the Company, Parent and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries solely between or any combination thereofamong Restricted Subsidiaries; (3) the payment of reasonable and customary regular fees to directors of the Company Parent or any of its Restricted Subsidiaries who are not its employees of the Company and customary indemnification arrangements entered into by the CompanyParent or any of its Restricted Subsidiaries consistent with past practices of the Parent or such Restricted Subsidiary; (4) the entering into of, and making of payments in connection with any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposesTax Sharing Agreement; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyParent; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.3; (7) any agreement as in effect or entered into as of the Issue Date (as disclosed in the Offering Memorandum) or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Parent or such Restricted Subsidiary, as applicable, in any material respect than the original agreement as in effect on the Issue Date; (8) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors in good faith and loans to employees of the Parent and its Subsidiaries which are approved by the Board of Directors in good faith; (9) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case, on ordinary business terms and otherwise in compliance with the terms of this Indenture, which are fair to the Parent or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Parent or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; (10) (x) the payment by the Parent or either Issuer to any Affiliate of the Parent of management fees of not more than $2.0 million (other than a payment described in clause (11)) or (y) the reimbursement to any such Affiliate of related expenses of not more than $500,000, in the case of (x) or (y), in the aggregate in any calendar year, as invoiced by such Affiliate; (11) the payment of a transaction fee of $4.0 million by the Parent to One Equity Partners in connection with the consummation of the Acquisition on the Acquisition Date and the offering of the Securities on the Issue Date; or (12) any transaction with a joint venture or similar entity which would be subject to this covenant solely because the Parent or a Restricted Subsidiary of the Parent owns an equity interest in or otherwise controls such joint venture or similar entity. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.12, and not covered by clauses (2) through (612) of this paragraph, (a) the aggregate amount of which exceeds $15 5,0 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A1)(A) or (B) above and (b) the aggregate amount of which exceeds $25 20.0 million in value, value must be determined to be fair in the manner provided for in clause (l)(B1)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved by the Board of Directors directors of the CompanyCompany or any Restricted Subsidiary, containing customary terms, taken so long as a wholesuch plan or scheme is in compliance with the listing rules of the New York Stock Exchange; (7vi) loans to an Affiliate who is an officerany employment, director consulting, service or employee termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of the Companyits Restricted Subsidiaries with directors, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary officers, employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(k) the payment of the Exchange Actcompensation pursuant thereto; (8) depositvii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, checkingincluding, banking without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and brokerage products the entry into, and services typically offered to our customers the performance thereof, of any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in the ordinary course of business, on substantially the same fair and reasonable terms and conditions as those offered to our customersdisclosed in the offering document issued in connection with the Restructuring, or any amendment, modification, extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering circular of the Company dated March 12, 2018, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary on the one hand and any Minority Joint Venture or Unrestricted Subsidiary on the other hand; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Bank Regulated Wholly Owned Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoingcase may be, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for is a Person described in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Company will Corporation shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing preceding limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors Directors, if there are any such disinterested members or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, appraisal firm, or valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereofRestricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the CompanyCompany in the ordinary course of business; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6vi) the granting or performance of registration rights under a written agreement management and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary administrative services provided in the ordinary course of business by the Company or any Restricted Subsidiary to any Restricted Subsidiary or any Person in accordance with Sections 7 and 13(k) of which the Exchange ActCompany or any Restricted Subsidiary has an Investment; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially vii) any employment agreement entered into by the same terms and conditions as those offered to our customers, Company or any of its Restricted Subsidiaries in the case ordinary course of a Bank Regulated Subsidiarybusiness; (viii) payments to Xxxxxxx X. Xxxx or Xxxxxxx X. Xxxx & Associates, as otherwise permitted L.P. under Regulation O promulgated by the Board of Governors of under the Federal Reserve Systemconsulting agreements in an aggregate amount not to exceed $150,000 in any fiscal year; or (9ix) any Permitted Investments or and any Restricted Payments not prohibited by Section 4.044.05. Notwithstanding the foregoingpreceding, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (2ii) through (6ix) of this paragraphSection 4.09, (a) the aggregate amount of which exceeds $15 10 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 15 million in value, must be determined to be fair in the manner provided for in clause (l)(Bi)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Issuer will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service, or the making of any Investment) with any holder (or any Person known to the Issuer to be an Affiliate of a holder) of 5% or more of any class of Voting Stock of the Issuer or with any Affiliate of the Company Issuer or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each, a "Related Party Transaction"), except upon fair and reasonable terms that when taken as a whole are no less favorable to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, or at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. Without limiting the foregoing, any Related Party Transaction or series of Related Party Transactions with an aggregate value in excess of $5 million must first be approved by a majority of the Board of Directors of the Issuer who are disinterested in the subject matter of the transaction pursuant to a Board Resolution; and any Related Party Transactions or series of Related Party Transactions with an aggregate value in excess of $10 million must be the subject of a favorable opinion, on terms customary for a Issuer having characteristics similar to the Issuer, as to the fairness of such Related Party Transaction to the Issuer and the relevant Restricted Subsidiary (if any) from a financial point of view from an Independent Financial Advisor and a copy of the same must be filed with the Trustee. The foregoing limitation does not limit, and shall not apply to: to (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; Issuer, (4ii) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding 3.09, (iii) transactions solely among or between Restricted Subsidiaries or solely among or between the foregoingIssuer and a Restricted Subsidiary, (iv) reasonable fees and compensation paid to, and any transaction indemnity provided on behalf of, officers, directors, employees, consultants or series agents of related transactions covered the Issuer or any Restricted Subsidiary as determined in good faith by the first paragraph Issuer's Board of this Section 4.08 Directors, including contributions to a pension trust for employees of the Issuer and not covered by clauses (2) through (6) of this paragraph, (a) its Restricted Subsidiaries and the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair acquisition in the manner provided open market and contribution of Capital Stock of the Issuer to a stock option trust for employees of the Issuer and its Restricted Subsidiaries; (v) Related Party Transactions undertaken pursuant to any contractual obligations or rights in clause existence on the Issue Date (l)(A) or (B) above as in effect on the Issue Date); and (bvi) loans and advances to officers, directors and employees of the aggregate amount of which exceeds $25 million Issuer or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in value, must be determined to be fair each case made in the manner provided for in clause (l)(B) aboveordinary course of business.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will Issuer shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew renew, amend or extend any transaction understanding, loan, advance, guarantee, transaction, contract, agreement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with, or for the benefit of any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Issuer or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated SubsidiaryIssuer, except upon fair and reasonable terms no less favorable to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. . (b) The foregoing limitation does not limit, and restrictions set forth in clause (a) above shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors of the Issuer or (B) for which the Company, Issuer or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company Issuer or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2ii) any transaction solely among between the Company, Issuer and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely among Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company Issuer who are not employees of the Company Issuer and customary indemnification arrangements entered into by the CompanyIssuer; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyIssuer; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9v) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.3; (vi) any written agreement as in effect or entered into as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (vii) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to or the funding of, employment arrangements, stock options and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Issuer in good faith and loans to employees of the Issuer and its Subsidiaries which are approved by the Board of Directors of the Issuer in good faith; (viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case on ordinary business terms and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer or its Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such time from an unaffiliated party; (ix) any transaction with a Joint Venture or similar entity which would be subject to this Section 4.12 solely because the Issuer or a Restricted Subsidiary of the Issuer owns an equity interest in or otherwise controls such Joint Venture or similar entity; (x) transactions between the Issuer and any Person, a director of which is also a director of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer on any matter involving such other Person; (xi) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer because the Issuer owns, directly or through a Restricted Subsidiary, Capital Stock in, or controls, such Person; or (xii) loans or advances to officers, directors, employees or consultants in the ordinary course of business or consistent with past practice not to exceed $5,000,000 in the aggregate at any one time outstanding. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph clause (a) of this Section 4.08 4.12 and not covered by clauses (2ii) through (6xii) of this paragraphclause (b), (ax) the aggregate amount of which exceeds $15 million 25,000,000 in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above of this clause (b) and (by) the aggregate amount of which exceeds $25 million 50,000,000 in value, must be determined to be fair in the manner provided for in clause (l)(Bi)(B) aboveof this clause (b).

Limitation on Transactions with Shareholders and Affiliates. The Company GST will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of the Company such holder) of 5% or more of any Affiliates class of Capital Stock of GST or any Restricted Subsidiary or Regulated with any Affiliate of GST or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company GST or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors of GST or (B) for which the Company, GST or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company GST or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among the Company, between GST and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of GST or options, warrants or other rights to acquire such shares) to directors of the Company GST who are not employees of the Company and customary indemnification arrangements entered into by the Company; GST or any of its Subsidiaries; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company GST and any other Person with which the Company GST files a consolidated tax return or with which the Company GST is part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6vi) of this paragraph, (a) the aggregate amount of which exceeds $15 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above above. The Company will not, and (b) will not permit any of its Subsidiaries to, directly or indirectly, enter into, renew or extend any of the aggregate amount of which exceeds $25 million in value, must be determined to be fair transactions described in the manner provided for in clause (l)(B) abovefirst paragraph of this section other than any transaction between the Company and GST or any of its Restricted Subsidiaries required or permitted by this Indenture and Pledge Agreement.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or any Restricted Subsidiary or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, obtained at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal banking firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees (including through the issuance of shares of Common Stock of the Company or options, warrants or other rights to acquire such shares) to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; or any of its Subsidiaries; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; or (5v) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.044.05. Notwithstanding the 46 foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.09 and not covered by clauses (2ii) through (6vi) of this paragraph, (a) the aggregate amount of which exceeds $15 million 500,000 in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Borrower will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company Borrower or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon unless such transaction or series of related transactions is on fair and reasonable terms no less favorable to the Company Borrower or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among between the Company, Borrower and one or more of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely between Restricted Subsidiaries; (3B) the payment of reasonable and customary regular benefits, incentives, fees and expenses to directors of the Company Borrower who are not employees of the Company Borrower, insurance premiums in connection with directors’ and customary officers’ insurance and indemnification arrangements entered into by the CompanyBorrower consistent with past practices of the Borrower or typical for companies with businesses similar to that of the Borrower; (4C) any payments or other transactions pursuant to any tax-sharing agreement between the Company Borrower and any other Person with which the Company Borrower files a consolidated tax return or with which the Company Borrower is part of a consolidated group for tax purposes; (5D) any issuance or sale of shares any Equity Interests by the Borrower and the granting of Capital Stock (registration and other than Disqualified Stock) of the Companycustomary stockholder agreement rights and obligations in connection therewith; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9E) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding 5.02(f); (F) any issuance of securities pursuant to employment arrangements, stock options and stock ownership plans; (G) loans or advances to employees of the foregoingBorrower or any of its Restricted Subsidiaries in the ordinary course of business in accordance with past practices of the Borrower, but in any transaction or series of related event not to exceed $1,000,000 in the aggregate outstanding at any one time; (H) transactions covered otherwise permitted under this Agreement the consideration for which paid by the first paragraph Borrower is solely the Equity Interests of this Section 4.08 the Borrower; (I) the Merger Transaction; (J) any payment by the Borrower to the Investors of management fees in an amount not to exceed $2,000,000 per annum, out-of-pocket expenses and not covered such other transaction fees as shall be reasonably acceptable to the Administrative Agent; (K) customary commercial or investment banking arrangements; and (L) (1) transactions with the Telecos to the extent otherwise provided in the CFW Telephone Company Affiliates Agreement, the R&B Telephone Company Affiliates Agreement, and the amendments thereto, in each case that have been approved by clauses the State Corporation Commission of the Commonwealth of Virginia as of September 17, 2003 and the FCC or (2) through (6) of this paragraph, (a) other transactions with the aggregate amount of which exceeds $15 million in value, must be approved or determined Telecos on terms substantially similar to be fair those contained in the manner provided for in documents referred to clause (l)(A) or (B1) above and (b) that the aggregate amount State Corporation Commission of which exceeds $25 million in value, must be determined the Commonwealth of Virginia and/or the FCC may approve from time to be fair in the manner provided for in clause (l)(B) abovetime.

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder other than an entity that is an Affiliate solely by reason of being a Subsidiary of the Company) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an AffiliateAffiliate of the Company. The foregoing limitation does not limit, and shall not apply to: to (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm having expertise in the specific area which is the subject of such determination stating that the transaction is fair to the Company or such its Restricted Subsidiary or Regulated Subsidiary Subsidiaries from a financial point of view; ; (2ii) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between Wholly Owned Regulated Subsidiaries or any combination thereof; Restricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; ; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; ; (5v) any sale of shares of Capital Stock Restricted Payments not prohibited under Section 4.04, (other than Disqualified Stock) of the Company; (6vi) the granting Management Services Agreement or performance any payments made pursuant thereto or (vii) any issuance of registration rights under a written agreement securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans or incentive plans approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04Directors. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6vi) of this paragraph, (a) the aggregate amount of which (until after the Stated Maturity of the Notes) exceeds $15 1 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will shall not, and will shall not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction or arrangement (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with (x) any holder (or any Affiliate of such holder) of 10.0% or more of any class of Capital Stock of the Company or (y) any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary(each an “Affiliate Transaction”), except upon unless: (i) the Affiliate Transaction is on fair and reasonable terms that are no less favorable to the Company or such the relevant Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, those that would have been obtained in a comparable arm’s-length transaction by the Company or the relevant Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$5.0 million (or the Dollar Equivalent thereof), a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this covenant and such Affiliate Transaction has been approved by a holder majority of the disinterested members of the Board of Directors; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of US$10.0 million (or the Dollar Equivalent thereof) (other than any such transaction or transactions between the Company or a Restricted Subsidiary and TPG, so long as such transaction is or transactions are entered into in the ordinary course of business), in addition to the Board Resolution required in clause (ii)(A) above, an Affiliate. opinion as to the fairness to the Company or such Restricted Subsidiary of the relevant Affiliate Transaction from a financial point of view or confirming that the terms of such Affiliate Transaction are no less favorable to the Company or the relevant Restricted Subsidiary than terms available to (or from, as applicable) a Person that is not an Affiliate of the Company or a Restricted Subsidiary issued by an accounting, appraisal or investment banking firm of recognized international standing. (b) The foregoing limitation set forth in Section 4.14(a) above does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3i) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4ii) any payments transactions between or other transactions pursuant to any tax-sharing agreement between among the Company and any other Person with which the Company files a consolidated tax return of its Wholly Owned Restricted Subsidiaries or with which the Company is part of a consolidated group for tax purposesbetween or among Wholly Owned Restricted Subsidiaries; (5iii) any Restricted Payment of the type described in clause (i) or (ii) of Section 4.06(a) if permitted by that Section 4.06(a); (iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6v) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the granting funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock, restricted stock plans, long-term incentive plans, share award schemes, stock appreciation rights plans, participation plans or performance similar employee plans and/or indemnity provided on behalf of registration rights under a written agreement employees, officers and approved by the Board of Directors directors of the CompanyCompany or any Restricted Subsidiary, containing customary terms, taken so long as a wholesuch plan or scheme is in compliance with the listing rules of the New York Stock Exchange; (7vi) loans to an Affiliate who is an officerany employment, director consulting, service or employee termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of the Companyits Restricted Subsidiaries with directors, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary officers, employees and consultants in the ordinary course of business in accordance with Sections 7 and 13(k) the payment of the Exchange Actcompensation pursuant thereto; (8) depositvii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in connection with the Restructuring, checkingincluding, banking without limitation, transactions entered into for purposes of any reorganization in connection with the Restructuring and brokerage products the entry into, and services typically offered to our customers the performance thereof, of any underwriting agreement or other transaction documents in connection with the Restructuring; and (viii) any transaction between (A) the Company or any Restricted Subsidiary and (B) any entity in the Restructuring Group entered into in the ordinary course of business, on substantially the same fair and reasonable terms and conditions as those offered to our customersdisclosed in the offering document issued in connection with the Restructuring, or any amendment, modification, extension or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original transaction described in the offering document issued in connection with the Restructuring and in compliance with the rules of the relevant Qualified Exchange. In addition, the requirements of clause (ii) of Section 4.14(a) shall not apply to (A) Investments (other than Permitted Investments) not prohibited by Section 4.06, (B) transactions pursuant to agreements in effect on the Original Issue Date and described in the offering circular of the Company dated November 15, 2017, or any amendment or modification or replacement thereof, so long as such amendment, modification or replacement is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement in effect on the Original Issue Date and (C) any transaction between or among (x) the Company, any Wholly Owned Restricted Subsidiary and any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary or between or among Restricted Subsidiaries that are not Wholly Owned Restricted Subsidiaries or (y) the Company or a Restricted Subsidiary on the one hand and any Minority Joint Venture or Unrestricted Subsidiary on the other hand; provided that in the case of clause (C), (1) such transaction is entered into in the ordinary course of business and (2) none of the other shareholders or other partners of or in such Restricted Subsidiary that is not a Bank Regulated Wholly Owned Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoingcase may be, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for is a Person described in clause (l)(Ax) or (By) above and of Section 4.14(a) (b) other than by reason of such other shareholder or other partner being an officer or director of such Restricted Subsidiary, Minority Joint Venture or Unrestricted Subsidiary, as the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) abovecase may be).

Limitation on Transactions with Shareholders and Affiliates. The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms that taken as a whole are no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1i) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation banking or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view, or is upon terms that taken as a whole are no less favorable to the Company or such Restricted Subsidiary than could be obtained in a comparable arm's-length transaction; (2ii) any transaction solely between or among the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely between or among Wholly Owned Regulated Subsidiaries or any combination thereofRestricted Subsidiaries; (3iii) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4iv) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5v) any sale Restricted Payments (or a transaction excluded from the definition of shares the term "Restricted Payments") not prohibited by Section 4.04; (vi) transactions consisting of or pursuant to employment or benefit agreements, plans, programs or arrangements for or with, or indemnification or contribution obligations to, employees, officers or directors in the ordinary course of business; (vii) the entering into of the Securities Purchase and Cancellation Agreement, the 1999 Share Option Plan, the Securities Purchase Agreement, the Registration Rights Agreement and the Securityholders' Agreement, as described in the Offering Memorandum dated February 12, 1999 as amended or supplemented, and performance of the obligations and the transactions contemplated thereby; or (viii) issuances or sales of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting Company or performance of registration options, warrants or other rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04acquire such Capital Stock. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2ii) through (6viii) of this paragraph, (a) the aggregate amount of which exceeds $15 2 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(Ai)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

Limitation on Transactions with Shareholders and Affiliates. (a) The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 10% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation . (b) Section 4.08(a) does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members Disinterested Directors of the Board of Directors Company or (B) for which the Company, Company or a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among between the Company, Company and any of its Wholly Owned Restricted Subsidiaries or its solely among Wholly Owned Regulated Subsidiaries or any combination thereofRestricted Subsidiaries; (3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company consistent with past practices of the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files files, or is permitted to file, a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) any Restricted Payment not prohibited by Section 4.04 or any Permitted Investment; or (7) the granting payment of fees to Mxxxxx Sxxxxxx & Co. Incorporated or performance its Affiliates for financial, advisory, consulting, commercial banking or investment banking services and related expenses that the Board of registration rights under a written agreement Directors of Holdings or the Company deems advisable or appropriate (including, without limitation, the payment of any underwriting discounts or commissions or placement agency fees in connection with the issuance and sale of securities); (8) issuances of securities or payments or distributions in the ordinary course of business in connection with employment incentive plans, employees stock plans, employee stock option plans and similar plans and arrangements approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments agreement or arrangement in effect on the Closing Date, as amended, modified or replaced from time to time, provided that the amended, modified or replaced agreement or arrangement is not less favorable in any material respect to the Company and its Restricted Payments not prohibited by Section 4.04Subsidiaries than that in effect on the Closing Date; or (10) the 2003 Recapitalization. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 4.08(a) and not covered by clauses (2) through (610) of this paragraphSection 4.08(b), (a) the aggregate amount of which exceeds $15 5 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A1)(A) or (B) above and (b) the aggregate amount of which exceeds $25 10 million in value, must be determined to be fair in the manner provided for in clause (l)(B1)(B) above.

Limitation on Transactions with Shareholders and Affiliates. The Company Borrower will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Borrower or with any Affiliate of the Company Borrower or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon unless such transaction or series of related transactions is on fair and reasonable terms no less favorable to the Company Borrower or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’sarm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2i) any transaction solely among between the Company, Borrower and any of its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereofsolely between Restricted Subsidiaries; (3ii) the payment of reasonable and customary regular fees to directors of the Company Borrower who are not employees of the Company Borrower, insurance premiums in connection with directors' and customary officers' insurance and indemnification arrangements entered into by the CompanyBorrower consistent with past practices of the Borrower or typical for companies with businesses similar to that of the Borrower; (4iii) any payments or other transactions pursuant to any tax-sharing agreement between the Company Borrower and any other Person with which the Company Borrower files a consolidated tax return or with which the Company Borrower is part of a consolidated group for tax purposes; (5iv) any sale of shares of Capital Stock (other than Disqualified Stock) of the CompanyBorrower; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9v) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding 6.3; (vi) any issuance of securities pursuant to employment arrangements, stock options and stock ownership plans; (vii) loans or advances to employees of the foregoingBorrower or any of its Restricted Subsidiaries in the ordinary course of business in accordance with past practices of the Borrower, but in any transaction or series of related transactions covered by event not to exceed $2.5 million in the first paragraph of this Section 4.08 and not covered by clauses aggregate outstanding at any one time; (2) through (6) of this paragraph, (aviii) the aggregate amount renewal or extension of any agreement or arrangement in existence on the Closing Date to which exceeds $15 million the Borrower or any of its Restricted Subsidiaries is a party and that is described on Schedule 6.7 to this Agreement, as these agreements may be amended, modified or supplemented from time to time; provided, however, that any future amendment, modification or supplement entered into after the Closing Date will be permitted to the extent that its terms are not materially less favorable to the Borrower or such Restricted Subsidiary than the terms of the agreements or arrangements in value, must be approved or determined to be fair in effect on the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.Closing Date; and