Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction pay any funds to or a series of related transactionsfor the account of, make any Investment in, lease, sell, lease, transfer or otherwise dispose of any of its assets assets, tangible or intangible, to, or purchase any assets fromparticipate in, or enter into effect any contract, agreement, understanding, loan, advance transaction in connection with any joint enterprise or guarantee other joint arrangement with, or for any Affiliate; provided that the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is foregoing shall not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trusteeprohibit: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of from performing its obligations under the Parent certifying that such Existing Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andAgreements; (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary of $10.0 million from making any Investment permitted by Section 7.08; (c) the Borrower or moreany Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, the certificates described in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the preceding clause (a) ordinary course of business and (x) a written opinion on terms and conditions at least as favorable to the fairness of such Affiliate Transaction to the Parent Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a financial point lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of view its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a written appraisal supporting the value duly constituted committee of such Affiliate Transactionboard), (ii) is immaterial in either caseamount, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (biii) Restricted Subsidiaries; providedis maintained, entered into or adopted in each case, that no Affiliate the ordinary course of business of the Parent (other than another Restricted Subsidiary) owns Equity Interests of Borrower or any such Restricted Subsidiary; (2h) reasonable directorto the extent permitted by Section 7.08, officerthe Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis relocation in the ordinary course of its business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4i) loans and advances any Restricted Payments permitted by clause (3) of the definition of “Permitted Investments”;Section 7.07; and (5j) any agreement as in effect as of the Issue Date transactions not constituting Investments or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance and involving payments, transfers of property or other obligations with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in value not to exceed, for all such transactions after the ordinary course of business; provided thatClosing Date, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate$5,000,000.

Limitations on Transactions with Affiliates. The Parent shall notExcept as otherwise expressly permitted in this Agreement, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contracttransaction, agreementincluding any purchase, understandingsale, loanlease or exchange of property or the rendering of any service, advance or guarantee with, or for the benefit of, with any Affiliate unless such transaction is (an “Affiliate Transaction”)A) not otherwise prohibited under this Agreement, unless: and (1B) such Affiliate Transaction is on upon terms that are no less favorable to the Parent Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that may have been obtained it would obtain in a comparable arm’s length transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that which is not an Affiliate of the Parent or Affiliate; provided that Restricted Subsidiary; and (2) the Parent delivers nothing contained in this Subsection 8.11 shall be deemed to the Trusteeprohibit: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess of $2.0 millionfrom entering into, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies modifying or performing any consulting, management, compensation, benefits or employment agreements or other compensation arrangements with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirementor former officer, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) director or employee of the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Parent Borrower or such Restricted Subsidiary in the ordinary course of business; ; (b) the payment of all amounts in connection with this Agreement or any of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiaries from entering into, making payments pursuant to and otherwise performing (i) the obligations under the Atkore Investment Documents and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of Holdings, the Parent Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by Holdings or any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, or other assets relating to the ownership interest by such Parent Entity in Holdings or another Parent Entity, such liabilities shall be limited to the case reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or the Parent Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, or is or was serving at the request of any such Subsidiary or Joint Venturecorporation as a director, no officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or stockholder officer of the Parent beneficially owns Borrower or any Equity Interests in such Subsidiary of its Subsidiaries or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)Holdings or any Parent Entity; (4d) loans any issuance or sale of Capital Stock of Holdings or any Parent Entity or capital contribution to the Parent Borrower or any Restricted Subsidiary; (e) the execution, delivery and advances performance of the Tax Sharing Agreement; (f) the execution, delivery and performance of agreements (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) any transaction among the Loan Parties, any transaction excluded as an Asset Sale by clause (b) or (e) of the definition thereof, any transaction permitted by clause (3) of the definition of “Permitted Investments”; f), (5) any agreement as in effect as of the Issue Date g), (h), (i), (l), or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13m) of the definition of “Permitted Investments” (provided that any transaction pursuant to the extent that such Permitted Investment is in a Joint Venture clause (l) or Unrestricted Subsidiary (m) shall be limited to guarantees of which loans and advances by third parties), any officertransaction permitted by Subsection 8.3 and any transaction permitted by Subsection 8.13(f)(i), director 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii) or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)8.13(f)(viii); (7h) licensing the Parent Borrower from paying to CD&R and Tyco or any of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided thattheir respective Affiliates fees up to $30,000,000, in the case of any such Subsidiary or Joint Ventureaggregate, no officerplus out-of-pocket expenses, director or stockholder of in connection with the Transactions; (i) the Parent beneficially owns Borrower or any Equity Interests in such Subsidiary of its Restricted Subsidiaries from entering into or Joint Venture (other than indirectly through ownership performing an agreement with CD&R or Tyco or any of Equity Interests their respective Affiliates for the rendering of management consulting or financial advisory services for compensation not to exceed in the Parent)aggregate $7,500,000 per year plus reasonable out-of-pocket expenses; orand (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.j) The Transactions and all transactions related thereto

Limitations on Transactions with Affiliates. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”)) in any one or series of related transactions involving aggregate payments or consideration in excess of US$15,000,000, unless: (1a) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may could have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Issuer or that such Restricted Subsidiary from a with an unrelated Person (or, in the event that is there are no comparable transactions involving Persons who are not an Affiliate Affiliates of the Parent Issuer or that the relevant Restricted Subsidiary to apply for comparative purposes, is otherwise on terms that, taken as a whole, the Issuer has determined to be fair to the Issuer or the relevant Restricted Subsidiary; ), and (2b) the Parent Issuer delivers to the Trustee: Trustee (ax) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 millionUS$35,000,000, an Officers’ Certificate a resolution adopted by the majority of the Parent Board of Directors of the Issuer (and a majority of the Independent Directors) approving such Affiliate Transaction and set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1a) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (by) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received consideration in excess of US$75,000,000, a written opinion of a Nationally Recognized Independent Financial Advisor stating that such Affiliate Transaction meets the requirements of clause (a). The foregoing provisions will not apply to the following: (1) transactions between or among the Issuer or any of the Restricted Subsidiaries; provided that in the case of non-Wholly-Owned Restricted Subsidiaries, no Affiliate of the Issuer (other than another Restricted Subsidiary) owns more than 10% of the Equity Interests in such Restricted Subsidiary; (2) (x) Restricted Payments permitted by Section 1010 and (y) Permitted Investments; (3) the Parent payment of reasonable and customary fees paid to, and indemnities provided on behalf of, and ordinary course employment and severance agreements entered into with, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary of $10.0 million Subsidiary; (4) transactions in which the Issuer or moreany Restricted Subsidiary, as the certificates described in the preceding clause (a) and (x) a written opinion as case may be, delivers to the fairness of Trustee a letter from a Nationally Recognized Independent Financial Advisor stating that such Affiliate Transaction transaction is fair to the Parent Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among clause (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”preceding paragraph; (5) other than in respect of the Consulting Services Agreement (which is addressed in clause (12) below), any agreement as in effect as of the Issue Date Date, or any extension, amendment or modification thereto (so long as any such extensionagreement, amendment or modification satisfies together with all amendments thereto, taken as a whole, is not more disadvantageous as determined by the requirements set forth Issuer to the Holders in clause (1) any material respect than the agreement in effect as of the first paragraph of this Section 4.10Issue Date) or any transaction transactions contemplated thereby; (6) the existence of, or the performance by the Issuer or any of its Restricted Payments Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (6) to the extent that the terms of any such agreement, together with all amendments thereto, taken as a whole, or new agreement are made not more disadvantageous as determined by the Issuer to the Holders or the Issuer and its Restricted Subsidiaries in any material respect than the agreement in effect as of the Issue Date; (7) any payments of tax distributions in accordance with Section 4.08 3.7 of the Ancillary Agreement and Permitted Investments (other than any Permitted Investment made in accordance with clause (1310)(A) of the definition second paragraph of “Permitted Investments” to Section 1010 that do not exceed US$2,000,000 per calendar year; (8) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the extent Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder no Affiliate of the Parent beneficially owns Issuer or any of its Subsidiaries other than the Issuer or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (9) the issuance of Equity Interests (other than indirectly through ownership Disqualified Stock) of the Issuer to any Person; (10) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent companies or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Issuer in good faith; (11) any Spectrum Repurposing; (a) the annual fee of US$5,000,000 to be paid to Loral pursuant to the Consulting Services Agreement as in effect on the Issue Date, which fee may be payable in the form of cash or Mezzanine Securities, (b) reimbursements for payments to non-affiliated third parties made by any Permitted Holders on behalf of the Issuer and/or its Restricted Subsidiaries pursuant to the Consulting Services Agreement not to exceed US$2,000,000 in the aggregate in any calendar year, (c) payment for services rendered under the Consulting Services Agreement as in effect on the Issue Date not to exceed US$5,000,000 per calendar year to the extent such payments are approved by the Independent Directors in accordance with the provisions of the Consulting Services Agreement as in effect on the Issue Date and (d) the payment to any purchaser who purchases all or a majority of the Equity Interests of the Issuer in accordance with the terms of this Indenture (and such purchase is not a Change of Control Triggering Event) of reasonable management, monitoring, consulting and advisory fees, indemnities and related expenses, as reasonably determined by the Issuer and such purchaser in an aggregate amount pursuant to this clause (d) not to exceed 2% of Consolidated EBITDA in any year; (13) any Unrestricted Subsidiary Support Transaction; (14) pledges of Equity Interests in the Parent))of Unrestricted Subsidiaries; (715) licensing of trademarks totransactions permitted by, and allocation of overhead, sales and marketing, travel and like expenses amongcomplying with, the Parentprovisions of Article Eight; (16) any contribution of capital to the Issuer; (17) (a) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries and in the Joint Ventures reasonable determination of the Board of Directors or the senior management of the Issuer, or are on a fair and equitable basis terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (b) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); orand (8) sales or other dispositions of Qualified Equity Interests for cash 18) the incurrence by the Parent to an AffiliateIssuer of Dividend Obligations and payments of interest and principal related thereto.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, unless: unless (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Borrower or that such Restricted Subsidiary from a with an unrelated Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and and (2ii) the Parent Borrower delivers to the Trustee: (a) Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 25.0 million, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause subclause (1i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andabove. (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described The limitations set forth in the preceding clause (a) of this Section 6.05 shall not apply to: (i) transactions between or among the Borrower or any of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the provisions of Section 6.04 and Permitted Investments; (xiii) a written opinion the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (iv) [Reserved]; (v) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the fairness of Agent a letter from an Independent Financial Advisor stating that such Affiliate Transaction transaction is fair to the Parent Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of subclause (ya)(i) of this Section 6.05; (vi) (A) payments and Indebtedness, Disqualified Stock and Preferred Stock (and cancellations of any thereof) of the Borrower and its Restricted Subsidiaries to any future, present or former employee, director, manager or consultant (or their respective estates, Controlled Investment Affiliates or Immediate Family Members) of the Borrower, any of its Subsidiaries or any of its direct or indirect parent companies or any other entity in which the Borrower or a written appraisal supporting Restricted Subsidiary has an Investment and that is designated in good faith as an “affiliate” by the value Board of such Affiliate TransactionDirectors of the Borrower (or the compensation committee thereof), in either caseeach case pursuant to any stockholders’ agreement, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to management equity plan or stock option plan or any other management or employee benefit, plan or agreement; and (1B) transactions exclusively between any employment agreements, stock option plans and other compensatory arrangements and any supplemental executive retirement benefit plans or among arrangements) with any such employees, directors, managers or consultants (aor their respective estates, Controlled Investment Affiliates or Immediate Family Members) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; providedthat are, in each case, that no Affiliate of approved by the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted SubsidiaryBorrower in good faith; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5vii) any agreement agreement, instrument or arrangement as in effect as of the Issue Closing Date and set forth on Schedule 6.05, or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” is not disadvantageous to the extent that such Permitted Investment is Lenders when taken as a whole in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of material respect as compared to the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests applicable agreement as in effect on the Parent)Closing Date as reasonably determined in good faith by the Borrower); (7viii) licensing [Reserved]; (ix) [Reserved]; (x) transactions with customers, clients, suppliers, or purchasers or sellers of trademarks togoods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xi) [reserved]; (xii) sales of accounts receivable, payment intangibles and related assets or participations therein, in connection with any Receivables Facility and Standard Receivables Facility Undertakings; (xiii) [reserved]; and (xiv) payments to or from, and allocation of overheadtransactions with, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis any joint venture in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, with any Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $3,000,000, unless: unless (1i) such Affiliate Transaction is on terms that that, taken as a whole, are no not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Borrower or that Restricted such Subsidiary from a with an unrelated Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and and (2ii) the Parent Borrower delivers to the Trustee: (a) Administrative Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 million30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andabove. (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described The limitations set forth in the preceding clause paragraph (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions this Section 6.05 shall not apply to: (1i) transactions exclusively between or among (a) the Parent and one Borrower or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate any of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted SubsidiarySubsidiaries; (2ii) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances Restricted Payments that are permitted by clause (3) the provisions of Section 6.04 and the definition of “Permitted Investments”; (5iii) the payment of management, consulting, monitoring, closing, transactional and advisory fees and related expenses to the Sponsors and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the Borrower or any direct or indirect parent thereof pursuant to the Management Services Agreement as in effect on the Closing Date; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants or advisors of the Borrower, any of its direct or indirect parents or any Subsidiary; (v) payments to any of the Sponsors for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Borrower in good faith; (vi) transactions in respect of which the Borrower or any Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Subsidiary from a financial point of view or meets the requirements of clause (i) of paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to officers, directors, employees or consultants of the Borrower, any of its direct or indirect parents or any Subsidiary and employment agreements, stock option plans and other compensatory arrangements with such officers, directors, employees or consultants that are, in each case, approved by the Borrower in good faith; (viii) any agreement agreement, instrument or arrangement as in effect as of the Issue Date Closing Date, or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies is not disadvantageous to the requirements set forth Lenders in clause (1) of any material respect as compared to the first paragraph of this Section 4.10) or any transaction contemplated therebyapplicable agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower); (6ix) Restricted Payments the existence of, or the performance by the Borrower or any of the Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which are made in accordance with Section 4.08 it is a party as of the Closing Date and Permitted Investments (other than any Permitted Investment made in accordance with similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (13ix) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment is existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder material respect than the terms of the Parent beneficially owns any original agreement in effect on the Closing Date as reasonably determined in good faith by the Borrower; (x) the Transactions and the payment of all fees and expenses related to the Transactions; (xi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xii) the issuance of Equity Interests (other than indirectly through ownership Disqualified Stock) of Equity Interests in the Parent));Borrower to any Permitted Holder or to any director, manager, officer, employee, consultant or advisor of the Borrower or any direct or indirect parent thereof; and (7xiii) licensing investments by the Sponsors in securities of trademarks to, and allocation the Borrower or any of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder investment constitutes less than 5.0% of the Parent beneficially owns any Equity Interests in proposed or outstanding issue amount of such Subsidiary or Joint Venture (other than indirectly through ownership class of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesecurities.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10,000,000, unless: unless (1i) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Borrower or that such Restricted Subsidiary from a with an unrelated Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and and (2ii) the Parent Borrower delivers to the Trustee: (a) Agent with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 million30,000,000, a Board Resolution adopted by the majority of the members of the Board of Directors of the Borrower approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andabove. (b) with respect to The limitations set forth in paragraph (a) of this Section 6.05 shall not apply to: (i) transactions between or among the Borrower or any Affiliate Transaction involving aggregate value expended or received of the Restricted Subsidiaries; (ii) Restricted Payments that are permitted by the Parent provisions of Section 6.04 and the definition of “Permitted Investments”; (iii) the payment of management, consulting, monitoring and advisory fees and related expenses to the Sponsors and any termination or other fee payable to the Sponsors upon a change of control or initial public equity offering of the Borrower or any direct or indirect parent company thereof pursuant to the Management Services Agreement as in effect on the Closing Date; (iv) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, managers, employees or consultants of the Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary; (v) payments by the Borrower or any Restricted Subsidiary to any of $10.0 million the Sponsors and the Co-Investors for any financial advisory, financing, underwriting or moreplacement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the certificates described members of the Board of Directors of the Borrower in good faith; (vi) transactions in which the preceding clause (a) and (x) a written opinion Borrower or any Restricted Subsidiary, as the case may be, delivers to the fairness of Agent a letter from an Independent Financial Advisor stating that such Affiliate Transaction transaction is fair to the Parent Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (yi) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among paragraph (a) of this Section 6.05; (vii) payments or loans (or cancellations of loans) to employees or consultants of the Parent Borrower, any of its direct or indirect parent companies or any Restricted Subsidiary and one employment agreements, stock option plans and other compensatory arrangements with such employees or more Restricted Subsidiaries or (b) Restricted Subsidiaries; providedconsultants that are, in each case, that no Affiliate of approved by the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted SubsidiaryBorrower in good faith; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5viii) any agreement agreement, instrument or arrangement as in effect as of the Issue Date Closing Date, or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies is not disadvantageous to the requirements set forth Lenders in clause (1) of any material respect as compared to the first paragraph of this Section 4.10) or any transaction contemplated therebyapplicable agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower); (6ix) the existence of, or the performance by the Borrower or any of the Restricted Payments Subsidiaries of its obligations under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase agreement related thereto) to which are made in accordance with Section 4.08 it is a party as of the Closing Date and Permitted Investments (other than any Permitted Investment made in accordance with similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (13ix) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment is existing agreement together with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder material respect than the terms of the Parent beneficially owns any original agreement in effect on the Closing Date as reasonably determined in good faith by the Borrower; (x) the Transactions, the Credit Card Sale and the payment of all fees and expenses related to the Transactions and the Credit Card Sale, in each case as disclosed in the offering circular relating to the New Notes; (xi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (xii) the issuance of Equity Interests (other than indirectly through ownership Disqualified Stock) of Equity Interests in the Parent))Borrower to any Permitted Holder or to any director, manager, officer, employee or consultant of the Borrower or any direct or indirect parent company thereof; (7xiii) licensing sales of trademarks toaccounts receivable, and allocation of overheador participations therein, sales and marketing, travel and like expenses among, in connection with any Receivables Facility; and (xiv) investments by the Parent, its Subsidiaries Sponsors and the Joint Ventures on a fair and equitable basis Co-Investors in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder securities of the Parent beneficially owns Borrower or any Equity Interests in of its Restricted Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms and (B) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such Subsidiary or Joint Venture (other than indirectly through ownership class of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesecurities.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $5.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a with an unrelated Person that with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 25.0 million, an Officers’ Certificate the Company delivers to the Trustee either (I) a Board Resolution of the Parent Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above this Section 4.14 and a Secretary’s Certificate which sets forth and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent Directors approving such Affiliate Transactiondisinterested members of the Board of Directors; and or (bII) with respect to any such Affiliate Transaction involving aggregate value expended or received by series of related Affiliate Transactions as to which there are no disinterested members of the Parent or any Restricted Subsidiary Board of $10.0 million or moreDirectors, the certificates described in the preceding clause (a) and (x) a written an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) director, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because either (x) the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Company; provided such director abstains from voting as a director of the Company on any matter involving such other person; (4) (x) any issuance of Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to the Parent Qualified Equity Interest capital of the Company by an Affiliate (other than in respect of Designated Preferred Stock); (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the Issue Date; (7) transactions effected as part of a Qualified Securitization Transaction. (8) transactions in which the Company delivers to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or (y) a written appraisal supporting the value of that such Affiliate TransactionTransaction meets the requirements of Section 4.14(a)(1), in either each case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (1) transactions exclusively between or among (a) as determined in good faith by the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the ParentCompany); (49) payments, loans and or advances permitted by clause to employees or consultants or guarantees in respect thereof (3or cancellation of loans, advances or guarantees) for bona fide business purposes; and (10) investments in securities of the definition of “Permitted Investments”; (5) Company or any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred in connection therewith) so long as any such extension, amendment (i) the investment is being offered generally to other investors on the same or modification satisfies more favorable terms and (ii) the requirements set forth in clause (1) investment constitutes less than 15.0% of the first paragraph proposed issue amount of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) such class of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesecurities.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (an “Affiliate Transaction”), unless: other than (1x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions entered into on terms that are fair and reasonable to, and in the best interests of, the Company or such Restricted Subsidiary, as the case may be, as determined in good faith by the Company’s Board of Directors; provided, however, that for a transaction or series of related transactions with an aggregate value of $5.0 million or more, at the Company’s option (i) such determination shall be made in good faith by a majority of the disinterested members of the Board of the Directors of the Company or (ii) the Board of Directors of the Company or any such Restricted Subsidiary party to such Affiliate Transaction shall have received a favorable opinion from a nationally recognized investment banking firm that such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary fair from a financial point of view to the Company or (y) such Restricted Subsidiary; provided, further, that for a written appraisal supporting the transaction or series of related transactions with an aggregate value of $20.0 million or more, the Board of Directors of the Company shall have received a favorable opinion from a nationally recognized investment banking firm that such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. Transaction is fair from a financial point of view to the Company or such Restricted Subsidiary. (b) The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Company and one or more any of its Restricted Subsidiaries or (b) exclusively between or among such Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any provided such Restricted Subsidiarytransactions are not otherwise prohibited by this Indenture; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementstransactions effected as part of a Qualified Receivables Transaction; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment thereto or modification any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto (so long as any such extension, amendment or modification satisfies replacement agreement is not more disadvantageous to the requirements set forth Holders in clause any material respect than the original agreement as in effect on the Issue Date; (14) Restricted Payments permitted by this Indenture; (5) loans or advances to officers, directors or employees of the first paragraph Company or its Restricted Subsidiaries not in excess of this Section 4.10) or $10.0 million at any transaction contemplated therebyone time outstanding; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any or Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent))Liens; (7) licensing transactions with Persons solely in their capacity as holders of trademarks Indebtedness or Capital Stock of the Company or any of its Restricted Subsidiaries, where such Persons are treated no more favorably than holders of Indebtedness or Capital Stock of the Company or such Restricted Subsidiary generally; (8) reasonable and customary fees and compensation paid to, and allocation indemnity provided on behalf of, officers, directors, consultants or employees of overhead, sales and marketing, travel and like expenses among, the Parent, Xxxxxx Holdings or any of its Restricted Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership the THL Affiliates and the ECP Affiliates, which are set forth in clauses 9, 10 and 11 below), as determined by the Board of Equity Interests Directors of the Company or any such Restricted Subsidiary or the senior management thereof in good faith, including, without limitation, issuances of stock, payment of bonuses and other transactions pursuant to employment or compensation agreements, stock option agreements, indemnification agreements and other arrangements in effect on the Parent); orIssue Date or substantially similar thereto; (8) sales 9) the payment, on a quarterly basis, of management fees to (A) THL and/or the THL Affiliates not to exceed $250,000 in any fiscal quarter and (B) ECP and/or the ECP Affiliates not to exceed $62,500 in any fiscal quarter, in each case in accordance with the management agreement between THL, the THL Affiliates, ECP and/or the ECP Affiliates and Xxxxxx Holdings; (10) the reimbursement of THL, the THL Affiliates, ECP and/or the ECP Affiliates for the reasonable out-of-pocket expenses incurred by them in connection with performing management services to Xxxxxx Holdings and its Restricted Subsidiaries; (11) the payment of one-time fees to THL, the THL Affiliates, ECP and/or the ECP Affiliates in connection with acquisition transactions not prohibited by this Indenture, such fees to be payable at the time of each such acquisition and not to exceed (for all fees paid pursuant to this clause (11)) 2.5% of the aggregate consideration paid by Xxxxxx Holdings and its Restricted Subsidiaries for any such acquisition or such lesser amount as is then permitted pursuant to the Senior Credit Facility; and (12) reasonable and customary fees paid to members of the Board of Directors of the Company, other than THL, the THL Affiliates, ECP and the ECP Affiliates. Notwithstanding the foregoing, the Company shall only pay one-half of any management or other dispositions fees or expenses permitted under clauses (9), (10) and (11) to the Equity Investors or their Affiliates at a time when a Default or an Event of Qualified Equity Interests for cash by the Parent to an AffiliateDefault exists; provided that such unpaid fees and/or expenses shall be paid at such time as such Default or Event of Default shall have been cured or waived.

Limitations on Transactions with Affiliates. The Parent Until the Notes are rated Investment Grade by both Rating Agencies, after which time the following covenant no longer shall not, and shall not permit be binding on the Company or any Restricted Subsidiary toSubsidiary: (a) Neither the Company nor any of its Restricted Subsidiaries may, directly or indirectly, in one transaction make any loan, advance, guaranty or a series of related transactionscapital contribution to or for the benefit of, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreementagreement or understanding with, understandingor for the benefit of any Affiliate (each an “Affiliate Transaction”), loanexcept for (i) Restricted Payments otherwise permitted under this First Supplemental Indenture, advance and (ii) transactions, the terms of which are at least as favorable as the terms which could be obtained by the Company or guarantee such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm’s-length basis with Persons who are not Affiliates. (b) In addition, (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions with an aggregate value in excess of $5,000,000, such transaction must first be approved by a majority of the Disinterested Directors and (ii) with respect to any Affiliate Transaction or related series of Affiliate Transactions with an aggregate value in excess of $25,000,000, the Company must first deliver to the Trustee a favorable written opinion from an investment banking firm of national reputation as to the fairness from a financial point of view of such transaction to the Company or such Restricted Subsidiary, as the case may be, or with respect to transactions involving real property, a determination of value by a licensed real estate appraisal firm that is of regional standing in the region in which the subject property is located and which has professionals that are MAI certified. (c) Notwithstanding the foregoing, Affiliate Transactions shall not include (i) transactions exclusively between or among the Company and one or more Restricted Subsidiaries or between or among one or more Restricted Subsidiaries, (ii) any contract, agreement or understanding with, or for the benefit of, any Affiliate (an “Affiliate Transaction”)or planned for the benefit of, unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent employees, officers or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate directors of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Company or any Restricted Subsidiary (in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1their capacity as such) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted approved by the Independent Board of Directors approving such Affiliate Transaction; and (bor a committee thereof) or is in the ordinary course of business and consistent with respect past practice, (iii) issuances of Qualified Capital Stock of the Company to any Affiliate Transaction involving aggregate value expended members of the Board of Directors, officers and employees of the Company or received its Subsidiaries pursuant to plans approved by the Parent stockholders or any Restricted Subsidiary the Board of $10.0 million Directors (or more, the certificates described a committee thereof) or is in the preceding clause (a) ordinary course of business and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate consistent with past practice of the Parent Company, (other than another Restricted Subsidiaryiv) owns Equity Interests home sales and readily marketable mortgage loans to employees, officers and directors of any such Restricted Subsidiary; (2) reasonable director, officer, employee the Company and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case (v) payment of any such Subsidiary or Joint Venture, no officer, director or stockholder regular fees and reimbursement of expenses to members of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership Board of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) Directors who are not employees of the definition Company and reimbursement of “Permitted Investments”; expenses and payment of wages and other compensation to officers and employees of the Company or any of its Subsidiaries or loans or advances in respect thereof, (5vi) any agreement as contractual arrangements in effect as of on the Issue Date and renewals and extensions thereof not involving modifications materially adverse to the Company or any extensionRestricted Subsidiary, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6vii) Restricted Payments which are or Permitted Investments otherwise made in accordance compliance with Section 4.08 this First Supplemental Indenture or (viii) the advancement of general and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) administrative expenses of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, Company and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis that are reimbursed in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a Person that with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 10.0 million, a Board Resolution of the Board of Directors of the Company set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above this Section 4.14 and a Secretary’s Certificate which sets forth and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent Directors approving such Affiliate Transactiondisinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions (i) involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 50.0 million or more(ii) as to which there are no disinterested members of the Board of Directors, the certificates described in the preceding clause (a) and (x) a written an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (b) The foregoing restrictions following items shall not apply tobe deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirementcompensation, healthbenefit, stock and other benefit plans) reimbursement and indemnification agreements, plans and insurance arrangements; arrangements (3and payment awards in connection therewith) entered into by the allocation Company or any of employee services among the Parent, its Restricted Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in ; (2) transactions between or among the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than indirectly an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through ownership of a Restricted Subsidiary, an Equity Interests in the Parent)Interest in, or controls, such Person; (4) loans and advances permitted by clause (3) any issuance of Qualified Equity Interests of the definition Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of “Permitted Investments”registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company; (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) transactions effected as part of a Qualified Securitization Transaction. (7) the performance of obligations of the Company or any agreement Restricted Subsidiary under the terms of the Shareholders Agreement and the Administrative Services Agreement, each as in effect as of or on the Issue Date and any amendment, modification, supplement, extension or renewal, from time to time, thereto or any extensiontransaction contemplated thereby (including pursuant to any amendment, amendment modification, supplement, extension or modification thereto (renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such extensionamendment, amendment modification, supplement, extension or modification satisfies renewal, or replacement agreement, is not materially more disadvantageous to the requirements set forth Holders taken as a whole than the original agreement as in clause effect on the Issue Date; and (1) 8) the performance of obligations of the first paragraph Company or any Restricted Subsidiary under the terms of this Section 4.10any agreement that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum (other than the Shareholders Agreement or the Administrative Services Agreement) or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby; thereby (6including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) Restricted Payments which are made or in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the extent that such Permitted Investment is Holders taken as a whole than the original agreement as in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of effect on the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateIssue Date.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $16,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $40,000,000, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower Representative, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Parent Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower Representative, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, in or approved by a majority of the case Board of Directors, between the Parent Borrower or any such Restricted Subsidiary or Joint Venture, no officer, director or stockholder and any Affiliate of the Parent beneficially owns Borrower controlled by the Parent Borrower that is a joint venture or similar entity, (vii) the execution, delivery and performance of any Equity Interests Transaction Agreement, (viii) the Transactions, all transactions in such Subsidiary connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or Joint Venture payable in connection with the Transactions, and (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date Parent Borrower or Junior Capital or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” capital contribution to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateBorrower.

Limitations on Transactions with Affiliates. The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, directly or indirectly, enter into any transaction after the date of this Agreement (including, without limitation, the sale, purchase or lease of any assets or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in one excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower except for transactions (including, subject to subsection 7.4, any loans or advances by or to, or guarantee on behalf of, any Affiliate or holder) made in good faith the terms of which are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Borrower or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis with Persons who are not such a holder or Affiliate; provided that the fairness, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for transactions may be determined on the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate terms of the Parent certifying that such Affiliate Transaction complies with clause (1) above and series of related transactions taken as a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisorwhole. The foregoing restrictions This covenant shall not apply to (1) transactions exclusively between or among to (a) the Parent payment of reasonable and one customary regular fees to directors of the Borrower or more Restricted Subsidiaries or a Subsidiary of the Borrower (including directors who are employees), (b) any transaction between the Borrower and any of its Subsidiaries the terms of which are not unfair or unreasonable to the Borrower, (c) any Permitted Payment, and any Restricted Subsidiaries; providedPayment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, in each casea North Carolina general partnership, that no Affiliate outstanding on the date of this Agreement, indebtedness of the Parent (other than another Restricted Subsidiary) owns Equity Interests shareholders of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation Borrower outstanding on the date of employee services among the Parent, its Subsidiaries this Agreement and the Joint Ventures on a fair agreements between the Borrower and equitable basis in the ordinary course of business; provided thatGeorxx X. Xxxxx, in the Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of on the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph date of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateAgreement.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may could reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 million, an Officers’ Certificate 25.0 million shall be approved by the Board of Directors of the Parent certifying Company or the Board of Directors of such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andforegoing provisions. (b) with respect to any Affiliate Transaction involving aggregate value expended The restrictions set forth in Section 4.12(a) shall not apply to: (i) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or received by consultants of the Parent Company or any Restricted Subsidiary of $10.0 million or more, the certificates described Company as determined in good faith by the preceding clause (a) and (x) a written opinion as to the fairness Company’s Board of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply toDirectors; (1ii) transactions exclusively between or among (a) the Parent Company and one or more any of its Restricted Subsidiaries or (b) exclusively between or among such Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any provided such Restricted Subsidiarytransactions are not otherwise prohibited by this Indenture; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iii) any agreement as in effect or entered into as of the Issue Date or any extension, amendment thereto or modification any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto (so long as any such extension, amendment or modification satisfies replacement agreement is not more disadvantageous to the requirements set forth Holders in clause (1) of any material respect than the first paragraph of this Section 4.10) or any transaction contemplated therebyoriginal agreement as in effect on the Issue Date; (6iv) transactions effected as part of a Qualified Receivables Transaction; (v) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments permitted by this Indenture (other than any Permitted Investment made in accordance transactions with clause (13) of the definition of “Permitted Investments” to the extent a Person that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (an Affiliate other than indirectly through ownership as a result of Equity Interests in the Parent)such Investment); (7vi) licensing the issuance of trademarks securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and allocation stock ownership plans or similar employee benefit plans approved by the Board of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder Directors of the Parent beneficially owns any Equity Interests Company in such Subsidiary or Joint Venture good faith; and (vii) transactions with a Person (other than indirectly through ownership an Unrestricted Subsidiary) that is an Affiliate of Equity Interests the Company solely because the Company owns, directly or indirectly, any Capital Stock in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesuch Person.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $10.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $20.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, or the making or cancellation of loans in the ordinary course of business to any such employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other equity securities, to any such employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any 2009 Transaction Documents referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, in or approved by a majority of the case Board of Directors, between the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any such Subsidiary Tax Sharing Agreement and any 2009 Transaction Document, and (2) payments to CD&R or Joint Ventureany of its Affiliates (x) for any management consulting, no officerfinancial advisory, director financing, underwriting or stockholder placement services or in respect of other investment banking activities as may be approved by a majority of the Parent beneficially owns Disinterested Directors, (y) in connection with any Equity Interests acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the 2009 Transaction Documents or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, the 2009 Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions or the 2009 Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;Borrower or any capital contribution to the Borrower, and (5x) any agreement as investment by any CD&R Investor in effect as securities of the Issue Date Borrower or any extension, amendment or modification thereto (of its Restricted Subsidiaries so long as any (i) such extension, amendment securities are being offered generally to other investors on the same or modification satisfies the requirements set forth in clause more favorable terms and (1ii) such investment by all CD&R Investors constitutes less than 5.0% of the first paragraph proposed or outstanding issue amount of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) such class of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesecurities.

Limitations on Transactions with Affiliates. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction pay any funds to or a series of related transactionsfor the account of, make any Investment in, lease, sell, lease, transfer or otherwise dispose of any of its assets assets, tangible or intangible, to, or purchase any assets fromparticipate in, or enter into effect any contract, agreement, understanding, loan, advance transaction in connection with any joint enterprise or guarantee other joint arrangement with, or for any Affiliate; provided that the benefit of, any Affiliate (an “Affiliate Transaction”), unlessforegoing shall not prohibit: (1a) such the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Transaction is on terms Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) transactions (i) involving payments or consideration that are no do not exceed $5.0 million or (ii) not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, when taken as a whole, than those that may would have been obtained in a comparable transaction at the time of such time transaction on an arm’s-arm’s length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate; provided that in the event such Affiliate Transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the Parent or disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that Restricted Subsidiary; andsuch transaction satisfies the criteria in this clause (ii); (2d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess from making payments of $2.0 millionprincipal, interest and premium on any of its Indebtedness held by an Officers’ Certificate Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the Parent certifying that creation of such Affiliate Transaction complies with clause (1) above and Indebtedness from a Secretary’s Certificate lender which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andwas not an Affiliate; (bf) with respect to any Affiliate Transaction involving aggregate value expended or received the extent permitted by Section 7.08, the Parent Borrower or any Restricted Subsidiary of $10.0 million from participating in, or moreeffecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from a financial point maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of view credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a written appraisal supporting the value duly constituted committee of such Affiliate Transactionboard), (ii) is immaterial in either caseamount, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (biii) Restricted Subsidiaries; providedis maintained, entered into or adopted in each case, that no Affiliate the ordinary course of business of the Parent (other than another Restricted Subsidiary) owns Equity Interests of Borrower or any such Restricted Subsidiary; (2h) reasonable directorto the extent permitted by Section 7.08, officerthe Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis relocation in the ordinary course of its business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4i) loans and advances any Restricted Payments permitted by clause (3) of the definition of “Permitted Investments”;Section 7.07; and (5j) any agreement as in effect as of the Issue Date transactions not constituting Investments or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance and involving payments, transfers of property or other obligations with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair value not to exceed, for all such transactions after the Second Amendment and equitable basis in the ordinary course of business; provided thatRestatement Date, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate$5,000,000.

Limitations on Transactions with Affiliates. (a) The Parent Issuer shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each an “Affiliate Transaction”)) involving aggregate consideration in excess of $10.0 million, unless: other than (1x) such Affiliate Transaction is Transactions permitted under Section 10.13(b) and (y) Affiliate Transactions on terms terms, taken as a whole, that are no not materially less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Issuer or that such Restricted Subsidiary; and provided that (2i) the Parent delivers to the Trustee: (a) with respect to if any such Affiliate Transaction involving (or a series of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 15.0 million, the Issuer delivers to the Trustee an Officers’ Officer’s Certificate of the Parent certifying that such Affiliate Transaction complies with clause this Section 10.13 and (1ii) above and if any such Affiliate Transaction (or a Secretaryseries of related Affiliate Transactions which are similar or part of a common plan) involves aggregate payments or other property with a fair market value in excess of $35.0 million, the Issuer delivers to the Trustee a resolution of the Board of Directors of the Issuer set forth in an Officer’s Certificate which sets forth certifying that such Affiliate Transaction complies with this Section 10.13 and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent disinterested members of the Board of Directors approving such Affiliate Transaction; andof the Issuer. (b) with respect The restrictions set forth in Section 10.13(a) shall not apply to: (1) reasonable fees and compensation paid to, and indemnities and reimbursements and employment, consulting, severance and other compensatory, service or benefit related arrangements provided to any Affiliate Transaction involving aggregate value expended or received by on behalf of, or for the Parent benefit of, former, current or future officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary of $10.0 million the Issuer, as determined in good faith by the Issuer’s Board of Directors or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply tosenior management; (12) transactions exclusively between or among (a) the Parent Issuer and one or more any of its Restricted Subsidiaries or (b) exclusively between or among such Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any provided such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementstransactions are not otherwise prohibited by this Indenture; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5A) any agreement or arrangement as in effect as of the Issue Date (or transactions pursuant thereto) or (B) any amendment, modification or supplement to the agreements referenced in subclause (A) above or any extensionreplacement thereof, amendment or modification thereto (so long as the terms of such agreement or arrangement, as so amended, modified, supplemented or replaced, are not more disadvantageous to the Holders when taken as a whole in any such extensionmaterial respect compared to the applicable agreements or arrangements as in effect on the Issue Date, amendment as determined in good faith by the Issuer; (4) Restricted Payments or modification satisfies Permitted Investments permitted by this Indenture; (5) transactions between the requirements set forth in clause (1) of the first paragraph of this Section 4.10) Issuer or any transaction contemplated therebyof its Subsidiaries and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; (6) Restricted Payments transactions with customers, clients, suppliers, contractors, joint venture partners or purchasers or sellers of goods or services that are Affiliates, in each case in the ordinary course of business or that are consistent with past practice and otherwise in compliance with the terms of this Indenture, which are made fair to the Issuer and the Restricted Subsidiaries or are on terms at least as favorable in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made all material respects as might reasonably have been obtained at such time from an unaffiliated party, in accordance with clause (13) each case, in the reasonable determination of the definition Board of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder Directors of the Parent beneficially owns any Equity Interests (other than indirectly through ownership Issuer or the senior management of Equity Interests in the Parent))Issuer; (7) licensing of trademarks topayments to and from, and allocation of overheadtransactions with, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis any joint ventures entered into in the ordinary course of business; provided thatbusiness or consistent with past practice (including, in the case of without limitation, any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parentcash management activities related thereto); orand (8) sales or other dispositions transactions with a Person who is not an Affiliate immediately before the consummation of Qualified Equity Interests for cash by the Parent to such transaction that becomes an AffiliateAffiliate as a result of such transaction.

Limitations on Transactions with Affiliates. The Parent shall Company will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “"Affiliate Transaction”)") involving aggregate consideration in excess of $5.0 million, unless: unless (1a) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a with an unrelated Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and and (2) the Parent delivers to the Trustee: (ab) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 10.0 million, the Company delivers to the Trustee a resolution adopted by the majority of the Board of Directors of the Company, approving such Affiliate Transaction and set forth in an Officers’ ' Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1a) above above. The foregoing provisions will not apply to the following: (i) transactions between or among the Company and/or any of its Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 4.06 of this Indenture; (iii) the payment of annual management, consulting, monitoring and a Secretary’s Certificate which sets forth advisory fees and authenticates a resolution that has been adopted by related expenses to Blackstone, Graham Packaging Corporation and their respective Affiliates; (iv) the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or received by consultants of the Parent Company or any Restricted Subsidiary Subsidiary; (v) payments by the Company or any of $10.0 million its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or moreplacement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by the certificates described majority of the Board of Directors of the Company, in good faith; (vi) transactions in which the preceding clause (a) and (x) a written opinion Company or any of its Restricted Subsidiaries, as the case may be, delivers to the fairness of Trustee a letter from an Independent Financial Advisor stating that such Affiliate Transaction transaction is fair to the Parent Company or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among clause (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent preceding paragraph; (other than another Restricted Subsidiaryvii) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on payments or loans to employees or consultants which are approved by a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder majority of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership Board of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) Directors of the definition of “Permitted Investments”; Company in good faith; (5viii) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies is not disadvantageous to the requirements set forth in clause (1) Holders of the first paragraph of this Section 4.10Securities in any material respect) or any transaction contemplated thereby; ; (6ix) the existence of, or the performance by the Company or any Restricted Payments Subsidiary of its obligations under the terms of, the Recapitalization Agreement, or any agreement contemplated thereunder (including any registration rights agreement or purchase agreement related thereto) to which are made in accordance with Section 4.08 it is a party as of the Issue Date and Permitted Investments (other than any Permitted Investment made in accordance with similar agreements which it may enter into thereafter; provided, however, that the existence of or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (13ix) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment is in a Joint Venture amendment or Unrestricted Subsidiary of which any officer, director or stockholder new agreement are not otherwise disadvantageous to the Holders of the Parent beneficially owns Securities in any Equity Interests material respect; (other than indirectly through ownership x) the payment of Equity Interests all fees, expenses, bonuses and awards related to the transactions contemplated by the Recapitalization Agreement, including fees to Blackstone; and (xi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis each case in the ordinary course of business; provided thatbusiness and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder reasonable determination of the Parent beneficially owns any Equity Interests in majority of the Board of Directors of the Company, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to time from an Affiliateunaffiliated party.

Limitations on Transactions with Affiliates. The Parent shall not, Borrower and shall not permit any Guarantor or Restricted Subsidiary to, will not directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or indirectly enter into or permit to exist any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, material transaction with any Affiliate of the Borrower or any Guarantor or Restricted Subsidiary, except for (an “Affiliate Transaction”)a) transactions that are in the ordinary course of business, unless: (1) such Affiliate Transaction is on upon commercially reasonable terms that are no less favorable to the Parent Borrower or the relevant applicable Guarantor or Restricted Subsidiary than those that may have been would be obtained at the time in a comparable comparable, arm’s length transaction at such time on an arm’swith a non-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 millionaffiliated Person, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among the Borrower and/or any Guarantor and/or Restricted Subsidiary and that are not otherwise prohibited by this Agreement, (ac) licenses and sublicenses in the Parent and one or more ordinary course of business, (d) any Restricted Subsidiaries or Payment to the extent permitted by Section 5.15, (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2e) reasonable and customary director, officerofficer and employee compensation, employee and consultant compensation (including bonuses) , and other benefits (benefits, including retirement, health, stock option, other equity and other benefit plans) plans and indemnification arrangements and insurance arrangements; any issuance of securities, or other payments, awards or grants in cash, securities or otherwise in connection therewith, and (3f) the allocation existence of, and the performance of employee services among obligations of the Parent, Borrower or any of its Subsidiaries and under the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case terms of any such Subsidiary agreement to which the Borrower or Joint Venture, no officer, director or stockholder any of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect its Subsidiaries is a party as of or on February 9, 2021 and disclosed on Schedule II to the Issue Note Issuance Agreement, as these agreements may be amended, modified, supplemented, extended or renewed from time to time; provided, however, that any future amendment, modification, supplement, extension or renewal entered into after the Effective Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” shall be permitted solely to the extent that such Permitted Investment is its terms are not more disadvantageous in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder material respect to the Lender than the terms of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests agreements in effect on the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateEffective Date.

Limitations on Transactions with Affiliates. (a) The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Issuer or that Restricted Subsidiary; and (2) the Parent Issuer delivers to the Trustee: (a) , with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 5.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andTransaction and determining that the above requirements are met. (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, officer and employee and consultant compensation (including bonuses) and other benefits (including pursuant to any employment agreement or any retirement, health, stock and option or other benefit plansplan) and indemnification and insurance arrangements, in each case, as determined in good faith by the Issuer’s Board of Directors or senior management; (3) the allocation entering into of employee services among a tax sharing agreement, or payments pursuant thereto, between the ParentIssuer and/or one or more Subsidiaries, its on the one hand, and any other Person with which the Issuer or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Issuer or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Issuer and the Joint Ventures Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)stand-alone basis; (4) loans and advances permitted by clause (3) scheduled payments of Earn Out Obligations of $5.0 million in any fiscal year of the definition of “Permitted Investments”Issuer; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated therebyPermitted Investments; (6) any Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent))4.11; (7) licensing of trademarks to(x) any agreement in effect on the Issue Date, and allocation of overheadas in effect on the Issue Date or as thereafter amended or replaced in any manner that, sales and marketingtaken as a whole, travel and like expenses among, is not more disadvantageous to the Parent, its Subsidiaries and Holders or the Joint Ventures Issuer in any material respect than such agreement as it was in effect on a fair and equitable basis the Issue Date or (y) any transaction pursuant to any agreement referred to in the ordinary course of business; provided that, in the case of immediately preceding clause (x); (8) any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture transaction with a Person (other than indirectly through ownership an Unrestricted Subsidiary of Equity Interests the Issuer) which would constitute an Affiliate of the Issuer solely because the Issuer or a Restricted Subsidiary owns an equity interest in the Parent); oror otherwise controls such Person; (8) sales a) any transaction with an Affiliate where the only consideration paid by the Issuer or other dispositions of any Restricted Subsidiary is Qualified Equity Interests or (b) the issuance or sale of any Qualified Equity Interests; and (10) transactions between the Issuer or any Restricted Subsidiary and any Person, a director of which is also a director of the Issuer or any direct or indirect parent company of the Issuer and such director is the sole cause for cash by such Person to be deemed an Affiliate of the Parent to an AffiliateIssuer or any Restricted Subsidiary; provided, however, that such director abstains from voting as a director of the Issuer or such direct or indirect parent company of the Issuer, as the case may be, on any matter involving such other Person.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $5.0 million, unless: (1) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a Person that is not with an Affiliate of the Parent or that Restricted Subsidiary; andunrelated Person; (2) the Parent Company delivers to the Trustee: (a) Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 25.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transactionabove; and (b3) the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 million or more100.0 million, the certificates described in the preceding clause (a) and (x) a copy of a written opinion as to the fairness of such Affiliate Transaction to the Parent Company or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor. (b) The foregoing provisions will not apply to the following: (1) transactions between or among the Company and/or any of the Restricted Subsidiaries; (2) Restricted Payments permitted by Section 1010 and the definition of “Permitted Investments”; (3) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (4) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the ParentSection 1013(a)(1); (45) payments or loans and advances permitted by clause (3or cancellation of loans) to employees or consultants of the definition Company or any Restricted Subsidiary which are approved by a majority of “Permitted Investments”the Board of Directors of the Company in good faith; (56) any agreement as in effect as of the Issue Date Date, or any extension, amendment or modification thereto (so long as any such extensionamendment, amendment or modification satisfies taken as a whole, is no less favorable to the requirements set forth Company and its Restricted Subsidiaries than the agreement in clause effect on the date hereof (1) as determined by the Board of Directors of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made Company in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parentgood faith)); (7) licensing the existence of, or the performance by the Company or any of trademarks toits Restricted Subsidiaries of its obligations under the terms of, any shareholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and allocation any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of overheadobligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (7) to the extent that the terms of any such amendment or new agreement, sales taken as a whole, is no less favorable to the Company and marketingits Restricted Subsidiaries than the agreement in effect on the date of this Indenture (as determined by the Board of Directors of the Company in good faith); (8) transactions with customers, travel and like expenses amongclients, the Parentsuppliers, its Subsidiaries and the Joint Ventures on a fair and equitable basis or purchasers or sellers of goods or services, in each case in the ordinary course of business; provided thatbusiness and otherwise in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the case reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Board of Directors of the Company in good faith); (9) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Affiliate of the Company; (10) transactions or payments pursuant to any employee, officer or director compensation or benefit plans, employment agreements, severance agreement, indemnification agreements or any similar arrangements entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Company; (11) transactions in the ordinary course with (i) Unrestricted Subsidiaries or (ii) joint ventures in which the Company or a Subsidiary of the Company holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as the terms of any such transactions are no less favorable to the Company or Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests participating in such Subsidiary or Joint Venture joint ventures than they are to other joint venture partners; (12) transactions with a Person (other than indirectly an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through ownership of a Restricted Subsidiary, an Equity Interests in the Parent); orInterest in, or controls, such Person; (8) 13) sales of accounts receivable, or other dispositions participations therein, in connection with any Receivables Facility; and (14) the payment of Qualified Equity Interests for cash by the Parent management, consulting, monitoring and advisory fees and related expenses to Sponsor and its Affiliates in an Affiliateaggregate amount in any fiscal year not to exceed an amount per annum equal to $2.0 million.

Limitations on Transactions with Affiliates. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into, renew or extend any transaction (including the purchase, sale, lease or a series exchange of related transactionsproperty or assets, sell, lease, transfer or otherwise dispose 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 Issuer or with any Affiliate of the Issuer or any of its assets toRestricted Subsidiaries, except upon fair and reasonable terms no less favorable to the Issuer or purchase any assets fromsuch Restricted Subsidiary than could be obtained, or enter into any contractat the time of such transaction or, if such transaction is pursuant to a written agreement, understandingat the time of the execution of the agreement providing therefor, loanin a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. (b) The limitation set forth in Section 4.12(a) does not limit, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unlessand shall not apply to: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in transactions (A) approved by a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate majority of the Parent independent directors of the Board of Directors of the Issuer or that Restricted Subsidiary; and (2B) for which the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Issuer or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of delivers to the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) Trustee a written opinion as of a nationally recognized investment banking firm stating that the transaction is fair to the fairness of such Affiliate Transaction to the Parent Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiaryview; (2) reasonable director, officer, employee any transaction solely between the Issuer and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementsany of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (3) the allocation payment of employee services among the Parent, its Subsidiaries reasonable and the Joint Ventures on a fair customary fees and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder expenses to directors of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership Issuer who are not employees of Equity Interests in the Parent)Issuer; (4) loans and advances permitted any Restricted Payments not prohibited by clause (3) of the definition of “Permitted Investments”Section 4.09; (5) any employment agreement as in effect as entered into by the Issuer or any Restricted Subsidiary with an employee of the Issue Date Issuer or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies Restricted Subsidiary in the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby;ordinary course consistent with past practice; or (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) advances to employees of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture Issuer or Unrestricted any Restricted Subsidiary of which any officerfor reasonable moving and relocation, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, entertainment and allocation of overhead, sales travel expenses and marketing, travel and like similar expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided thatbusiness and consistent with past practice. (c) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and not covered by clause (2) through (6) of Section 4.12(b): (i) the aggregate amount of which exceeds $5 million in value must be approved or determined to be fair in the case manner provided for in Section 4.12(b)(1)(A) or (B); and (ii) the aggregate amount of any such Subsidiary or Joint Venturewhich exceeds $10 million in value, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests must be determined to be fair in the Parentmanner provided for in Section 4.12(b)(1)(B); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.;

Limitations on Transactions with Affiliates. (a) The Parent Issuers shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuers (each of the foregoing, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $10.0 million, unless: (1) such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Issuers or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Issuers or that such Restricted Subsidiary from a Person that is not with an Affiliate of the Parent or that Restricted Subsidiaryunrelated Person; and (2) the Parent delivers Issuers deliver to the Trustee: Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 25.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above above; and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (bii) with respect to any Affiliate Transaction Transactions or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 million or more75.0 million, the certificates described in the preceding clause (a) and (x) a written opinion as letter from an Independent Financial Advisor stating that such transaction is fair to the fairness of such Affiliate Transaction to the Parent Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (ya) a written appraisal supporting of the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. preceding paragraph; (b) The foregoing restrictions provisions shall not apply toto the following: (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Issuers and/or any of the Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances Restricted Payments permitted by clause (3) of Section 1010 and the definition of “Permitted Investments”; (3) the payment of reasonable fees and compensation paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuers, any of its direct or indirect parents or any Restricted Subsidiary; (4) transactions in which the Issuers or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuers or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1); (5) payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parents or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith; (6) any agreement as in effect as of the Issue Date Date, or any extension, amendment or modification thereto (so long as any such extension, amendment is not disadvantageous to the Holders in any material respect) or modification satisfies payments made thereunder or the requirements set forth in clause (1) of the first paragraph of this Section 4.10) performance thereof or any transaction contemplated thereby; (67) the existence of, or the performance by the Issuers or any Restricted Payments Subsidiaries of its obligations under the terms of, any equityholders agreement (including any registration right agreement or purchase agreements related thereto) to which are made in accordance with Section 4.08 it is party as of the Issue Date and Permitted Investments (other than any Permitted Investment made in accordance with similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuers or any Restricted Subsidiaries of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date shall only be permitted under this clause (137) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment is amendment or new agreement are not otherwise disadvantageous to the Holders in any material respects; (8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Issuers and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuers or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time in arm’s-length negotiations with an unaffiliated third party; (9) any transaction with the Company, a Joint Venture Restricted Subsidiary or Unrestricted joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary, joint venture or similar entity; (10) any purchases by the Issuers’ Affiliates of Indebtedness of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness is offered to Persons who are not Affiliates; (11) any officer, director issuance or stockholder sale of the Parent beneficially owns any Equity Interests (other than indirectly through ownership Disqualified Stock) to Affiliates of Equity Interests the Company and the granting of registration and other customary rights in connection therewith or any contribution to capital of Parent, the Parent))Issuers or any Restricted Subsidiary; (712) licensing any issuance of trademarks securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and allocation stock ownership plans approved by the Board of overheadDirectors of the Company; and (13) any transaction permitted by Article Eight and consummated at a time when the common stock of the Company or Parent is listed on the New York Stock Exchange or NASDAQ; and (14) sales of accounts receivable, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided thator participations therein, in the case of connection with any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateReceivables Facility.

Limitations on Transactions with Affiliates. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any loan, advance, guarantee or indirectlycapital contribution to or for the benefit of, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets toto or for the benefit of, or make any Investment in, or purchase or lease any property or assets from, or enter into or amend any contract, agreement, understanding, loan, advance agreement or guarantee with, understanding with or for the benefit of, any Affiliate of the Company or any of its Subsidiaries (each an “"Affiliate Transaction”"), unless: (1) other than Affiliate Transactions in the ordinary course of business and consistent with past practice that are fair to the Company or such Restricted Subsidiary, as the case may be, and are on terms at least as favorable as would have been obtainable at such time from an unaffiliated party, unless the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, pursuant to a Board Resolution reasonably and in good faith determines that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary, as the case may be, and is on terms that are no less at least as favorable to the Parent or the relevant Restricted Subsidiary than those that may as would have been obtained in a comparable transaction obtainable at such time on from an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; andunaffiliated party. (2b) In addition, the Parent delivers to the Trustee: (a) with respect to Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any Affiliate Transaction or series of Affiliate Transactions involving aggregate or having a value expended or received by the Parent or any Restricted Subsidiary in excess of more than (i) $2.0 million, an Officers’ Certificate 1,000,000 unless a majority of the Parent certifying members of the Board of Directors of the Company who are not affiliated with any other party to such Affiliate Transaction reasonably and in good faith shall have determined that such Affiliate Transaction complies with clause (1) above or series of Affiliate Transactions is fair to the Company or such Restricted Subsidiary, as the case may be, and a Secretary’s Certificate which sets forth and authenticates a resolution that has is on terms at least as favorable as would have been adopted by the Independent Directors approving obtainable at such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) time from an unaffiliated party and (xii) a written $5,000,000 unless the Company or such Restricted Subsidiary, as the case may be, has received an opinion as from an Independent Financial Advisor to the fairness effect that the financial terms of such Affiliate Transaction are fair to the Parent Company or such Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view or view. (yc) a written appraisal supporting the value The provisions of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions Sections 5.08(a) and 5.08(b) shall not apply to : (1i) transactions exclusively between or among (a) the Parent Company and one or more any of its Wholly Owned Restricted Subsidiaries or (b) exclusively between or among any of the Company's Wholly Owned Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by the Indenture; provided, (ii) arms-length transactions between the Company or any of its Wholly Owned Restricted Subsidiaries and the other owners of any Subsidiary or Joint Venture described in each case, that no Affiliate the last sentence of the Parent definition of Affiliate; and (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2iii) reasonable directorcompensation, officer, employee and consultant compensation (including bonuses) indemnification and other benefits (including retirementpaid or made available to officers, health, stock directors and other benefit plans) and indemnification and insurance arrangements; (3) employees of the allocation of employee Company or any Subsidiary for services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis rendered in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no Person's capacity as an officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliateemployee.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each an “"Affiliate Transaction”"), unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may could reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate payments or other property with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate million shall be approved by the Board of Directors of the Parent certifying Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by foregoing provisions. If the Parent Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million or moremillion, the certificates described in Company or such Restricted Subsidiary, as the preceding clause (a) and (x) case may be, shall, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Parent Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any 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; (iv) Restricted Payments and Permitted Investments permitted by this Indenture; (v) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among the first sentence of paragraph (a) above; (vi) the Parent 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 one stock ownership plans or more Restricted similar employee benefit plans approved by Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (vii) the payment of all fees and expenses related to the Transactions; (viii) transactions with customers, clients, suppliers, or (b) Restricted Subsidiaries; providedpurchasers or sellers of goods or services, in each casecase on ordinary business terms and otherwise in compliance with the terms of this Indenture, that no Affiliate which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Parent (other than another Restricted Subsidiary) owns Equity Interests Board of any Directors of the Company or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such Restricted Subsidiarytime from an unaffiliated party; (2ix) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementsfees payable to Apollo pursuant to the Management Agreement; (3x) any contribution to the allocation capital of employee services the Company, or any sales of Capital Stock of the Company; and (xi) any tax sharing agreement or arrangement and payments pursuant thereto among the Parent, Company and its Subsidiaries and any other Person with which the Joint Ventures on Company or its Subsidiaries is required or permitted to file a fair and equitable basis in consolidated tax return or with which the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date Company or any extension, amendment of its Restricted Subsidiaries is or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth could be part of a consolidated group for tax purposes in clause (1) of the first paragraph of amounts not otherwise prohibited by this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateIndenture.

Limitations on Transactions with Affiliates. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or a series exchange of related transactionsproperty or assets, sell, lease, transfer or otherwise dispose 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 Issuer or with any Affiliate of the Issuer or any of its assets toRestricted Subsidiaries, except upon fair and reasonable terms no less favorable to the Issuer or purchase any assets fromsuch Restricted Subsidiary than could be obtained, or enter into any contractat the time of such transaction or, if such transaction is pursuant to a written agreement, understandingat the time of the execution of the agreement providing therefor, loanin a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. (b) The limitation set forth in Section 4.12(a) does not limit, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unlessand shall not apply to: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in transactions (A) approved by a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate majority of the Parent independent directors of the Board of Directors of the Issuer or that Restricted Subsidiary; and (2B) for which the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Issuer or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of delivers to the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) Trustee a written opinion as of a nationally recognized investment banking firm stating that the transaction is fair to the fairness of such Affiliate Transaction to the Parent Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiaryview; (2) reasonable director, officer, employee any transaction solely between the Issuer and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementsany of its Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (3) the allocation payment of employee services among the Parent, its Subsidiaries reasonable and the Joint Ventures on a fair customary fees and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder expenses to directors of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership Issuer who are not employees of Equity Interests in the Parent)Issuer; (4) loans and advances permitted any Restricted Payments not prohibited by clause (3) of the definition of “Permitted Investments”Section 4.09; (5) any employment agreement as in effect as entered into by the Issuer or any Restricted Subsidiary with an employee of the Issue Date Issuer or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies Restricted Subsidiary in the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby;ordinary course consistent with past practice; or (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) advances to employees of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture Issuer or Unrestricted any Restricted Subsidiary of which any officerfor reasonable moving and relocation, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, entertainment and allocation of overhead, sales travel expenses and marketing, travel and like similar expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided thatbusiness and consistent with past practice. (c) Notwithstanding Section 4.12(a) and 4.12(b), any transaction or series of related transactions covered by Section 4.12(a) and not covered by clause (2) through (6) of Section 4.12(b): (i) the aggregate amount of which exceeds $10 million in value must be approved or determined to be fair in the case manner provided for in Section 4.12(b)(1)(A) or (B); and (ii) the aggregate amount of any such Subsidiary or Joint Venturewhich exceeds $20 million in value, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests must be determined to be fair in the Parentmanner provided for in Section 4.12(b)(1)(B); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $15,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $30,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of the Tax Sharing Agreement and any Transaction Agreement, and (2) payments to CD&R or any of its Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other investment banking activities (if any), pursuant to the case of any such Subsidiary CD&R Consulting Agreement (or Joint Venture, no officer, director or stockholder as may be approved by a majority of the Parent beneficially owns Disinterested Directors), (y) in connection with any Equity Interests acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;Borrower or Junior Capital or any capital contribution to the Borrower, and (5x) any agreement as investment by any CD&R Investor in effect as securities of the Issue Date Borrower or any extension, amendment or modification thereto of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which securities are made in accordance with Section 4.08 and Permitted Investments being offered generally to other investors (other than any Permitted Investment made in accordance with clause (13CD&R Investors) of on the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture same or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatemore favorable terms.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $2.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a Person that with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 20.0 million, an Officers’ Certificate a Board Resolution of the Parent Board of Directors of the Company set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above this Section 4.14 and a Secretary’s Certificate which sets forth and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent Directors approving such Affiliate Transactiondisinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 20.0 million or moreas to which there are no disinterested members of the Board of Directors, the certificates described in the preceding clause (a) and (x) a written an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) director, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (2) transactions between or among the Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because either (x) the Company owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Company; provided such director abstains from voting as a director of the Company on any matter involving such other person; (4) (x) any issuance of Qualified Equity Interests of the Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to the Parent Qualified Equity Interest capital of the Company by an Affiliate (other than in respect of Designated Preferred Stock); (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date (other than the Management Agreement or the Administrative Services Agreement) and disclosed in the Offering Memorandum or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the Issue Date; (7) the performance of obligations of the Company or any Restricted Subsidiary under the terms of the Management Agreement and the Administrative Services Agreement as in effect on the Issue Date or any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto) so long as any such amendment, modification, supplement, replacement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Holders of Notes taken as a whole than the original agreement as in effect on the Issue Date; provided, however, that notwithstanding anything to the contrary herein or in either the Management Agreement or the Administrative Services Agreement, neither the Company nor any Subsidiary shall agree (or acquiesce) to any changes to the fees, costs, charges or other economic terms applicable to it pursuant to either such agreement (or any successor agreement(s)), including, without limitation, upon the expiration of any fixed fee period provided for therein as such agreement is in effect on the Issue Date, unless the Board of Directors of the Company by majority vote of the disinterested members shall have determined that such fees, costs, charges or other economic terms, as so changed, would continue to be on terms that are not materially more disadvantageous taken as a whole to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person (such determination to be evidenced by delivery to the Trustee of a copy of each relevant Board Resolution of the Board of Directors of the Company with respect thereto); (8) transactions effected as part of a Qualified Securitization Transaction; (9) transactions in which the Company delivers to the Trustee an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view or (y) a written appraisal supporting the value of that such Affiliate TransactionTransaction meets the requirements of Section 4.14(a)(1), in either each case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (1) transactions exclusively between or among (a) as determined in good faith by the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the ParentCompany); (410) payments, loans and or advances permitted by clause to employees or consultants or guarantees in respect thereof (3or cancellation of loans, advances or guarantees) for bona fide business purposes; and (11) investments in securities of the definition of “Permitted Investments”; (5) Company or any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto Restricted Subsidiaries (and payment of reasonable out-of-pocket expenses incurred in connection therewith) so long as any such extension, amendment (i) the investment is being offered generally to other investors on the same or modification satisfies more favorable terms and (ii) the requirements set forth in clause (1) investment constitutes less than 15.0% of the first paragraph proposed issue amount of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) such class of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatesecurities.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any of its Affiliates (each an "Affiliate (an “Affiliate --------- Transaction”"), unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph ----------- (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may might reasonably have been obtained in a comparable -45- transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate payments or other property with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate 1.0 million shall be approved by the Board of Directors of the Parent certifying Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by foregoing provisions. If the Parent Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million or moremillion, the certificates described in Company or such Restricted Subsidiary, as the preceding clause (a) and (x) case may be, shall, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Parent Company or such the relevant Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transactionview, in either case, issued by from an Independent Financial Advisor. Advisor and file the same with the Trustee. (b) The foregoing restrictions set forth in clause (a) shall not apply to to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors; (ii) transactions exclusively between or among (a) the Parent Company and one or more any of its Wholly Owned Restricted Subsidiaries or (b) exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not -------- otherwise prohibited by this Indenture; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iii) any agreement as in effect as of the Issue Date or any extension, amendment thereto or modification any transaction contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto (so long as any such extension, amendment or modification satisfies replacement agreement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) Restricted Payments permitted by this Indenture; (v) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements set forth in clause (1) of the first sentence of paragraph of this Section 4.10(a) above; (vi) the existence of, or the performance by the Company or any transaction contemplated thereby; of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (6including any registration rights agreement or purchase agree- ment related thereto) Restricted Payments to which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) it is a party as of the definition Issue Date and any similar agreements which it may enter into thereafter; provided, however, that -------- ------- the existence of, or the performance by the Company or any of “Permitted Investments” its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after that Issue Date shall only be permitted by this clause to the extent that such Permitted Investment is in a Joint Venture the terms of any such, amendment or Unrestricted Subsidiary of which any officer, director or stockholder new agreement are not otherwise disadvantageous to the holders of the Parent beneficially owns Securities in any Equity Interests material respect; (other than indirectly through ownership vii) loans to employees of Equity Interests in the Parent)); (7) licensing of trademarks to, Company and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (viii) the payment of all fees and expenses related to the Joint Ventures on a fair Transactions; and equitable basis (ix) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business; provided thatbusiness and otherwise in compliance with the terms of this Indenture, which are fair to the Company or its Restricted Subsidiaries, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder reasonable determination of the Parent beneficially owns any Equity Interests in Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to time from an Affiliateunaffiliated party.

Limitations on Transactions with Affiliates. The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”"AFFILIATE TRANSACTION"), unless: unless (1i) such Affiliate Transaction is on terms that are no less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a with an unrelated Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and and (2ii) the Parent Company delivers to the Trustee: Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 5.0 million, an Officers’ Certificate a Board Resolution of the Parent certifying Company that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted approved by a majority of the Independent disinterested members of the Board of Directors approving such Affiliate Transaction; and of the Company and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 million or moremillion, the certificates described in the preceding clause (a) and (x) a written an opinion as to the fairness to the Holders of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisoraccounting, appraisal or investment banking firm of national standing; PROVIDED that with respect to any contracts or agreements, such dollar amounts shall be with respect to annual consideration under such contracts or agreements. The foregoing restrictions provisions shall not apply to to (1i) transactions exclusively between any agreement in effect on the Issue Date and any amendments thereto; PROVIDED that any such amendment shall be no more disadvantageous to the Holders in any material respect than the original agreement, (ii) any compensation arrangements entered into by the Company or among (a) the Parent and one or more any of its Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in business and consistent with the case of any such Subsidiary or Joint Venture, no officer, director or stockholder past practice of the Parent beneficially owns any Equity Interests in Company or such Subsidiary Restricted Subsidiary, (iii) transactions between or Joint Venture among the Company and/or its Restricted Subsidiaries, (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iv) any agreement as transaction in effect as of the Issue Date or any extension, amendment or modification thereto connection with a Securitization and (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6v) Restricted Payments which that are made in accordance with permitted by Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate4.08.

Limitations on Transactions with Affiliates. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction pay any funds to or a series of related transactionsfor the account of, make any Investment in, lease, sell, lease, transfer or otherwise dispose of any of its assets assets, tangible or intangible, to, or purchase any assets fromparticipate in, or enter into effect any contract, agreement, understanding, loan, advance transaction in connection with any joint enterprise or guarantee other joint arrangement with, or for any Affiliate; provided that the benefit of, any Affiliate (an “Affiliate Transaction”), unlessforegoing shall not prohibit: (1a) such the Borrower or any Restricted Subsidiary from performing its obligations under the Existing Affiliate Transaction is on terms Agreements; (b) the Borrower or any Restricted Subsidiary from making any Investment permitted by Section 7.08; (c) transactions (i) involving payments or consideration that are no do not exceed $5.0 million or (ii) not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, when taken as a whole, than those that may would have been obtained in a comparable transaction at the time of such transaction on an arm’s length basis with a Person who is not an Affiliate; provided that in the event such Affiliate transaction involves an aggregate consideration in excess of $25,000,000, the terms of such transaction have been approved by a majority of the disinterested members of the board of directors of the Borrower and the board of directors of the Borrower shall have determined in good faith that such transaction satisfies the criteria in this clause (ii); (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a duly constituted committee of such board), (ii) is immaterial in amount, or (iii) is maintained, entered into or adopted in the ordinary course of business of the Borrower or any Restricted Subsidiary; (h) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee relocation in the ordinary course of its business; (i) any Restricted Payments permitted by Section 7.07; (j) transactions not constituting Investments or Restricted Payments and involving payments, transfers of property or other obligations with a fair value not to exceed, for all such transactions after the Third Amendment and Restatement Effective Date, $5,000,000; (k) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Borrower or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered in contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the Lenders, in the reasonable determination of an officer of the Borrower, than the applicable agreement as in effect on the date immediately prior to such amendment, modification, supplement, extension or renewal, as applicable; (l) any transaction with a Person (other than an Unrestricted Subsidiary) that is an Affiliate solely because the Borrower or a Subsidiary of the Borrower holds an equity interest in or otherwise controls such Person; (m) transactions with Cornerstone substantially consistent, taken as a whole, with past practice (including without limitation, the extension of lines of insurance coverage); (n) the payment of reasonable fees and expense reimbursements to current or former directors of the Borrower or any Restricted Subsidiary; (o) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Borrower and the granting of registration and other customary rights with respect thereto; and (p) transactions in which the Borrower or any Restricted Subsidiary delivers to the Administrative Agent a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Borrower or such Restricted Subsidiary in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. The Parent shall notExcept as otherwise expressly permitted in this Agreement, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contracttransaction, agreementincluding any purchase, understandingsale, loanlease or exchange of property or the rendering of any service, advance or guarantee with, or for the benefit of, with any Affiliate unless such transaction is (an “Affiliate Transaction”)A) not otherwise prohibited under this Agreement, unless: and (1B) such Affiliate Transaction is on upon terms that are no less favorable to the Parent Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that may have been obtained it would obtain in a comparable arm’s length transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that which is not an Affiliate of the Parent or Affiliate; provided that Restricted Subsidiary; and (2) the Parent delivers nothing contained in this Subsection 8.11 shall be deemed to the Trusteeprohibit: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess of $2.0 millionfrom entering into, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies modifying or performing any consulting, management, compensation, benefits or employment agreements or other compensation arrangements with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirementor former officer, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) director or employee of the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Parent Borrower or such Restricted Subsidiary in the ordinary course of business; ; (b) the payment of all amounts in connection with this Agreement or any of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiaries from entering into, making payments pursuant to and otherwise performing (i) the obligations under the Atkore Investment Documents and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent or employee of Holdings, the Parent Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by Holdings or any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, or other assets relating to the ownership interest by such Parent Entity in Holdings or another Parent Entity, such liabilities shall be limited to the case reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or the Parent Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent or employee of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, or is or was serving at the request of any such Subsidiary or Joint Venturecorporation as a director, no officer, employee or agent of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or stockholder officer of the Parent beneficially owns Borrower or any Equity Interests in such Subsidiary of its Subsidiaries or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)Holdings or any Parent Entity; (4d) loans any issuance or sale of Capital Stock of Holdings or any Parent Entity or capital contribution to the Parent Borrower or any Restricted Subsidiary; (e) the execution, delivery and advances performance of the Tax Sharing Agreement; (f) the execution, delivery and performance of agreements (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) any transaction among the Loan Parties, any transaction excluded as an Asset Sale by clause (b) or (e) of the definition thereof, any transaction permitted by clause (3) of the definition of “Permitted Investments”; f), (5) any agreement as in effect as of the Issue Date g), (h), (i), (l), or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13m) of the definition of “Permitted Investments” (provided that any transaction pursuant to the extent that such Permitted Investment is in a Joint Venture clause (l) or Unrestricted Subsidiary (m) shall be limited to guarantees of which loans and advances by third parties), any officertransaction permitted by Subsection 8.3 and any transaction permitted by Subsection 8.13(f)(i), director 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii) or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)8.13(f)(viii); (7h) licensing the Parent Borrower from paying to CD&R and Tyco or any of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided thattheir respective Affiliates fees up to $30,000,000, in the case of any such Subsidiary or Joint Ventureaggregate, no officerplus out-of-pocket expenses, director or stockholder of in connection with the Transactions; (i) the Parent beneficially owns Borrower or any Equity Interests in such Subsidiary of its Restricted Subsidiaries from entering into or Joint Venture (other than indirectly through ownership performing an agreement with CD&R or Tyco or any of Equity Interests their respective Affiliates for the rendering of management consulting or financial advisory services for compensation not to exceed in the Parent)aggregate $7,500,000 per year plus reasonable out-of-pocket expenses; orand (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.j) Thethe Transactions and all transactions related thereto

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one en- ter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each an “"Affiliate Transaction”"), unless: other than (1x) such Affiliate Transaction is --------------------- Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate payments or other property with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate 3.0 million shall be approved by the Board of Directors of the Parent certifying Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by foregoing provisions. If the Parent Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million or moremillion, the certificates described in Company or such Restricted Subsidiary, as the preceding clause (a) and (x) case may be, shall, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Parent Company or such the relevant Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transactionview, in either case, issued by from an Independent Financial Advisor. Advisor and file the same with the Trustee. (b) The foregoing restrictions set forth in clause (a) shall not apply to to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees, consultants or investment bankers of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions exclusively between or among (a) the Parent Company and one or more Restricted Subsidiaries or (b) any of its Wholly Owned Restricted Subsidiaries; provided, in each caseor exclusively between or among such Wholly Owned Restricted Subsidiaries, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any provided such Restricted Subsidiarytransactions are not otherwise prohibited by this -------- Indenture; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. The Parent Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “"Affiliate Transaction”"), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Parent Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Issuer or that Restricted Subsidiary; and (2) the Parent Issuer delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 5.0 million, an Officers’ ' Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and either (x) a Secretary’s 's Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the disinterested members of the Board of Directors of the Issuer approving such Affiliate Transaction or (y) a Secretary's Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Board of Directors of the Issuer approving such Affiliate TransactionTransaction together with the written opinion or appraisal described in clause (b) below; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and either (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Issuer and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, however, in each case, that no Affiliate of the Parent Issuer (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “"Permitted Investments”"; (4) Restricted Payments which are made in accordance with Section 4.08; (5) any agreement as in effect as of the Issue Date and disclosed in the Offering Memorandum or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated therebyby such agreement; (6) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Payments which are made Subsidiary owns an equity interest in accordance with Section 4.08 and Permitted Investments (or otherwise controls such joint venture or similar entity; provided, however, that no Affiliate of the Issuer or any of its Subsidiaries other than any Permitted Investment made the Issuer or a Restricted Subsidiary shall have a beneficial interest in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture joint venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent));similar entity; or (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent Issuer to an Affiliate.

Limitations on Transactions with Affiliates. The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of conduct any of its assets to, or purchase any assets from, business or enter into any contracttransaction or series of similar transactions (including the purchase, agreementsale, understanding, loan, advance lease or guarantee with, exchange of any property or for the benefit of, rendering of any service) with any Affiliate of the Issuer (an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $25.0 million, unless: (1) the terms of such Affiliate Transaction is on terms that are no not materially less favorable when taken as a whole to the Parent Issuer or the relevant such Restricted Subsidiary than those terms that may have been obtained in would be obtainable at the time for a comparable transaction at such time on an or series of similar transactions in arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not dealings with an Affiliate of the Parent or that Restricted Subsidiaryunrelated third Person; and (2) the Parent delivers to the Trustee: (a) with respect to any extent that such Affiliate Transaction involving aggregate value expended or received (other than Indebtedness Incurred as permitted Section 4.04) is known by the Board of Directors of the Parent or the Issuer to involve an Affiliate of the Issuer, other than any Restricted Subsidiary purchase or sale of inventory in the ordinary course of business, involving aggregate payments or other consideration in excess of $2.0 50.0 million, such Affiliate Transaction has been approved (and the value of any noncash consideration has been determined) by a majority of the disinterested members of the Board of Directors of the Issuer and the Issuer delivers to the Trustee an Officers’ Certificate evidencing such approval (provided that if no member of the Board of Directors of the Parent certifying or the Issuer is disinterested, the Issuer may deliver to the Trustee a letter from a nationally recognized investment banking firm stating that the financial terms of such Affiliate Transaction complies with transaction are fair to the Issuer from a financial point of view or meets the requirements of clause (1) above above). The foregoing restrictions shall not prohibit the following: (i) any Restricted Payment or Permitted Investment permitted by this Indenture; (ii) any transaction among the Issuer, any of its Restricted Subsidiaries or any other entity that becomes a Restricted Subsidiary of the Issuer; (iii) any transaction between the Issuer or a Restricted Subsidiary of the Issuer and its own employee stock ownership plan and the issuance or transfer of Capital Stock (other than Disqualified Stock) of the Issuer to any Permitted Investor or to any director, manager, officer, employee or consultant of the Issuer, its Restricted Subsidiaries or any Parent Company (or the estates, spouses or former spouses of any of the foregoing); (iv) any transaction with an officer, director, manager, employee or consultant of the Issuer, a Secretary’s Certificate which sets forth and authenticates Parent Company or of any Restricted Subsidiary of the Issuer (including compensation or employee benefit arrangements with any such officer, director, manager, employee or consultant); (v) (a) any business or transaction with a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and Qualified Joint Venture or (b) commercially reasonable transactions between the Issuer or a Restricted Subsidiary of the Issuer and any joint venture in the ordinary course of business that have been determined by the Board of Directors or senior management of the Issuer or Parent to comply with respect clause (2) of this Section 4.12; (vi) any transaction which is a Permitted Transaction; (vii) any transaction pursuant to which a Parent Company or any Affiliate Transaction involving aggregate value expended of the Issuer will provide the Issuer and its Restricted Subsidiaries at their request and at the cost to such Parent Company or received Affiliate with certain allocated services, including services to be purchased from third party providers, such as legal and accounting services, tax, consulting, financial advisory, corporate governance, insurance coverage and other services; (viii) payments by the Issuer or a Restricted Subsidiary of the Issuer to a Parent Company or any Affiliate of the Issuer for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the members of the Board of Directors of the Issuer or Parent in good faith; (ix) any merger, consolidation or reorganization of the Issuer with an Affiliate of the Issuer solely for the purpose of (a) reorganizing to facilitate a public offering of securities of the Issuer or a Parent Company, (b) forming or collapsing a holding company structure or (c) reincorporating the Issuer in a new jurisdiction; (x) transactions in which the Issuer or any Restricted Subsidiary of $10.0 million or morethe Issuer, as the certificates described in the preceding clause (a) and (x) a written opinion as case may be, delivers to the fairness of Trustee a letter from a nationally recognized investment banking firm stating that such Affiliate Transaction transaction is fair to the Parent Issuer or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to clause (1) of this Section 4.12; (xi) transactions exclusively between with customers, clients, suppliers, or among (a) the Parent and one purchasers or more Restricted Subsidiaries sellers of goods or (b) Restricted Subsidiaries; providedservices, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis case in the ordinary course of business; provided thatbusiness and otherwise are permitted by the terms of this Indenture that are fair to the Issuer and the Restricted Subsidiaries of the Issuer, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder good faith determination of the Parent beneficially owns any Equity Interests in Board of Directors or the senior management of the Issuer or Parent, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiary or Joint Venture time from an unaffiliated party; (xii) the Transactions, including the Acquisition, and the payment of all premiums, fees, expenses and other than indirectly through ownership of Equity Interests in amounts related to the ParentTransactions (including payments required to be made pursuant to the Merger Agreement); (4xiii) loans and advances permitted investments by clause (3) a Parent Company or any Affiliate of the definition Issuer in securities of “Permitted Investments”the Issuer or any of its Restricted Subsidiaries, so long as the investment is being offered generally to other investors on the same or more favorable terms; (5xiv) sales or repurchases of accounts receivable, payment intangibles and related assets or participations therein, in connection with, or any other transactions relating to, any Receivables Facility; (xv) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of capital contribution otherwise permitted by this Section 4.10) Indenture or any transaction contemplated therebywith an Affiliate in which the consideration paid by the Issuer or any Restricted Subsidiary of the Issuer consists only of Qualified Capital Stock of the Issuer; (6xvi) transactions between the Issuer or any Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) Subsidiary of the definition Issuer and any Person that is an Affiliate of “Permitted Investments” to the extent Issuer or any Restricted Subsidiary solely because a director of such Person is also a director of the Issuer or any Parent Company; provided that such Permitted Investment is in director abstains from voting as a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Issuer or any Parent beneficially owns Company, as the case may be, on any Equity Interests (matter involving such other than indirectly through ownership of Equity Interests in the Parent))Person; (7xvii) licensing pledges of trademarks to, Capital Stock of any Unrestricted Subsidiary; (xviii) joint purchasing arrangements with the Sponsor and allocation Affiliates of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Issuer in the ordinary course of business; provided that, business or otherwise consistent with past practice; (xix) transactions with an Affiliate in its capacity as a purchaser or holder of Indebtedness or other securities of the case Issuer or any Restricted Subsidiary of the Issuer in which such Affiliate is treated no more favorably than the other purchasers or holders of Indebtedness or other securities of the Issuer or such Restricted Subsidiary (except as otherwise permitted under this covenant); (xx) entering into an agreement that provides registration rights to the equity holders of the Issuer or any Parent Company or amending such agreement with stockholders of any Parent Company and the performance of such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)agreements; orand (8) sales xxi) any transaction, or other dispositions the performance of Qualified Equity Interests for cash by any obligations under the Parent to an Affiliateterms of any Tax Sharing Agreement in effect on the Effective Date, or any amendments thereto that do not materially increase Products Corporation’s or any of its Restricted Subsidiaries’ obligations thereunder.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of €25,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of €50,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Parent Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the Borrower Representative, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Parent Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower Representative, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, in or approved by a majority of the case Board of Directors, between the Parent Borrower or any such Restricted Subsidiary or Joint Venture, no officer, director or stockholder and any Affiliate of the Parent beneficially owns Borrower controlled by the Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of the Tax Sharing Agreement, the Shareholder Loans and any Equity Interests Transaction Agreement, and (2) payments to CD&R or any of its Affiliates (x) for any management, consulting, or advisory services or, in respect of financing, underwriting or placement services or other investment banking activities (if any), pursuant to the CD&R Consulting Agreement (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;Parent Borrower or Subordinated Shareholder Funding or Junior Capital or any capital contribution to the Parent Borrower, and (5x) any agreement as investment by any CD&R Investor in effect as securities of the Issue Date Parent Borrower or any extension, amendment or modification thereto of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which securities are made in accordance with Section 4.08 and Permitted Investments being offered generally to other investors (other than any Permitted Investment made in accordance with clause (13CD&R Investors) of on the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture same or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatemore favorable terms.

Limitations on Transactions with Affiliates. The Parent shall notExcept as otherwise expressly permitted in this Agreement, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contracttransaction, agreementincluding any purchase, understandingsale, loanlease or exchange of property or the rendering of any service, advance or guarantee with, or for the benefit of, with any Affiliate unless such transaction is (A) not otherwise prohibited under this Agreement, and (B) upon terms not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person which is not an “Affiliate Transaction”), unlessAffiliate; provided that nothing contained in this Subsection 8.11 shall be deemed to prohibit: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess from entering into, modifying, maintaining or performing any consulting, management, compensation, collective bargaining, benefits or employment agreements, related trust agreement or other compensation arrangements with a director, officer, employee, consultant or former officer, director, employee or consultant of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent Borrower or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the any Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Entity in the ordinary course of business; , including vacation, health insurance, deferred compensation, severance, retirement, savings, or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans or any issuance, grant or award of stock, options, other equity related interests or other securities, to any such employees, officers, directors or consultants in the ordinary course of business, (3) the payment of reasonable fees to directors of the Parent Borrower or any of its Subsidiaries or any Parent Entity (as (i) approved by the Board of Directors of the Parent Borrower or any Parent Entity (including the compensation committee thereof), (ii) in an amount not in excess of $2,000,000 for such director, or (iii) in the ordinary course of business), or (4) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term); (b) the payment of all amounts in connection with this Agreement or any of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiaries from entering into, making payments pursuant to and otherwise performing (i) the obligations under the Merger Documents and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent, consultant or employee of Holdings, the Parent Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by Holdings or any Parent Entity (provided that, if such Parent Entity shall own any material assets other than the Capital Stock of Holdings or another Parent Entity, or other assets relating to the ownership interest by such Parent Entity in Holdings or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Parent Borrower in its reasonable discretion based on the benefit therefrom to the Parent Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in Holdings or another Parent Entity and such other related assets) or the Parent Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity, or is or was serving at the request of any such corporation as a director, officer, agent, consultant or employee of another corporation, partnership, joint venture, trust or enterprise or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Parent Borrower or any of its Subsidiaries or Holdings or any Parent Entity; (d) any issuance or sale of Capital Stock of Holdings or any Parent Entity or capital contribution to the Parent Borrower or any Restricted Subsidiary; (1) the execution, delivery and performance of the Tax Sharing Agreement and any Transaction Document, and (2) payments to CD&R or any of its Affiliates (x) for any management consulting, financial advisory, financing, underwriting or placement services or in respect of other investment banking activities pursuant to the Sponsor Management Agreement (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Documents or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities; (f) the execution, delivery and performance of agreements or instruments (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $5,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) (i) any transaction among any of the Parent Borrower, one or more Restricted Subsidiaries, and/or one or more Related Corporations (in the case of Related Corporations only, pursuant to or in connection with a Related Corporation Contract), (ii) any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances transaction permitted by clause (3) of the definition of “Permitted Investments”; c), (5) any agreement as in effect as of the Issue Date or any extensiond), amendment or modification thereto (so long as any such extensionf), amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10g), (h), (i), (j), (l), (m), (n)(ii) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13w) of the definition of “Permitted Investments” (provided that any transaction pursuant to clause (l) or (m) shall be limited to guarantees of loans and advances by third parties), (iii) any transaction permitted by Subsection 8.2 or 8.3 or specifically excluded from the extent that such Permitted Investment is in a Joint Venture definition of Restricted Payment and (iv) any transaction permitted by Subsection 8.13(f)(i), 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii), 8.13(f)(viii), or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)8.13(j); (7h) licensing of trademarks tothe Transactions and all transactions in connection therewith (including but not limited to the financing thereof), and allocation all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of overhead, sales CD&R and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Affiliates; (i) any transaction in the ordinary course of business; provided that, in or approved by a majority of the case Board of any such Subsidiary or Joint Venture, no officer, director or stockholder Directors of the Parent beneficially owns Borrower, between the Parent Borrower or any Equity Interests in such Restricted Subsidiary or Joint Venture (other than indirectly through ownership and any Affiliate of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity; and (j) any investment by any CD&R Investor in securities of the Parent Borrower or any of its Restricted Subsidiaries so long as (i) such securities are being offered generally to an Affiliateother investors on the same or more favorable terms and (ii) such investment by all CD&R Investors constitutes less than 5.00% of the proposed or outstanding issue amount of such class of securities.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $25,000,000 unless (i) the terms of such Affiliate Transaction are not materially less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $50,000,000 the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Subsection 8.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Subsection 8.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Subsection 8.5(a) will not apply to: (i) any Restricted Payment Transaction, (ii) (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the Borrower, any Restricted Subsidiary, any Parent Entity or IPO Vehicle heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Borrower or any of its Subsidiaries or any Parent Entity or IPO Vehicle (as determined in good faith by the Borrower, such Subsidiary, such Parent Entity or such IPO Vehicle, which determination shall be conclusive), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 8.5 (other than any Transaction Agreements referred to in Subsection 8.5(b)(vii)), or any amendment thereto (so long as such amendment is not disadvantageous in any material respect in the good faith judgment of the Borrower, whose determination shall be conclusive, to the Lenders when taken as a whole as compared to the applicable agreement or instrument as in effect on the Closing Date), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the Borrower, or are not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, or approved by a majority of the Board of Directors, between the Borrower or any Restricted Subsidiary and any Affiliate of the Borrower controlled by the Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any obligations under any Tax Sharing Agreement (excluding the payment of any accelerated lump sum amount payable upon an early termination of a tax receivables agreement entered into in connection with an initial public offering to the extent such amount exceeds the amount that would have been payable under such tax receivables agreement in the case absence of such acceleration) and any such Subsidiary Transaction Agreement, and (2) payments to CD&R or Joint Ventureany of its Affiliates (x) for any management, no officer, director consulting or stockholder advisory services pursuant to the CD&R Consulting Agreement or as may be approved by a majority of the Parent beneficially owns Disinterested Directors, (y) in connection with any Equity Interests acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, which determination shall be conclusive, and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of CD&R and its Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;Borrower or Junior Capital or any capital contribution to the Borrower, (5x) (i) any agreement as investment by any CD&R Investor in effect as securities or loans of the Issue Date Borrower or any extension, amendment or modification thereto of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor in connection therewith) so long as such investments are being offered generally to investors (other than CD&R Investors) on the same or more favorable terms and (ii) payments to any such extension, amendment CD&R Investor in respect of securities or modification satisfies the requirements set forth in clause (1) loans of the first paragraph Borrower or any of this Section 4.10its Restricted Subsidiaries contemplated in the foregoing subclause (i) or any transaction contemplated thereby; (6) that were acquired from Persons other than the Borrower and its Restricted Payments which are made Subsidiaries, in each case, in accordance with Section 4.08 and Permitted Investments the terms of such securities or loans, and (xi) the pledge of Capital Stock, Indebtedness or other than securities of any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary or joint venture to lenders to support the Indebtedness or other obligations of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Unrestricted Subsidiary or Joint Venturejoint venture, no officerrespectively, director or stockholder of the Parent beneficially owns any Equity Interests in owed to such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatelenders.

Limitations on Transactions with Affiliates. The Parent shall notExcept as otherwise expressly permitted in this Agreement, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contracttransaction, agreementincluding any purchase, understandingsale, loanlease or exchange of property or the rendering of any service, advance or guarantee with, or for the benefit of, with any Affiliate unless such transaction is (an “Affiliate Transaction”)A) not otherwise prohibited under this Agreement, unless: and (1B) such Affiliate Transaction is on upon terms that are no not materially less favorable to the Parent Borrower or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that which is not an Affiliate of the Parent or Affiliate; provided that Restricted Subsidiary; and (2) the Parent delivers nothing contained in this Subsection 8.11 shall be deemed to the Trusteeprohibit: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by (1) the Parent Borrower or any Restricted Subsidiary in excess of $2.0 millionfrom entering into, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies modifying, maintaining or performing any consulting, management, compensation, collective bargaining, benefits or employment agreements, related trust agreement or other compensation arrangements with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended current or received by the Parent or any Restricted Subsidiary of $10.0 million or moreformer management member, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and or consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) of or to the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Parent Borrower or such Restricted Subsidiary or any Parent Entity in the ordinary course of business; provided that, including vacation, health, insurance, deferred compensation, severance, retirement, savings, or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the case ordinary course of business to any such Subsidiary management members, employees, officers, directors or Joint Ventureconsultants, no officer(3) any issuance, director grant or stockholder award of stock, options, other equity related interests or other equity securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the Parent beneficially owns Borrower or any Equity Interests of its Subsidiaries or any Parent Entity (as (i) approved by the Board of Directors of the Borrower Representative or any Parent Entity (including the compensation committee thereof), (ii) in an amount not in excess of $2,000,000 for such Subsidiary director, or Joint Venture (other than indirectly through ownership of Equity Interests iii) in the Parentordinary course of business), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term); (4b) loans the payment of all amounts in connection with this Agreement or any of the Transactions; (c) the Parent Borrower or any of its Restricted Subsidiaries from entering into, making payments pursuant to and advances otherwise performing (i) the obligations under the Investment Agreement and (ii) an indemnification and contribution agreement in favor of any Permitted Holder and each person who is or becomes a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or any Parent Entity, in respect of liabilities (A) arising under the Securities Act, the Exchange Act and any other applicable securities laws or otherwise, in connection with any offering of securities by any Parent Entity (provided that, if such Parent Entity shall own any material assets other than (x) the Capital Stock of the Parent Borrower or another Parent Entity, or (y) other assets relating to the ownership interest by such Parent Entity in the Parent Borrower or another Parent Entity, such liabilities shall be limited to the reasonable and proportional share, as determined by the Borrower Representative in its reasonable discretion based on the benefit therefrom to the OpCo Borrower and its Subsidiaries, of such liabilities relating or allocable to the ownership interest of such Parent Entity in the Parent Borrower or another Parent Entity and such other related assets) or the Parent Borrower or any of its Subsidiaries, (B) incurred to third parties for any action or failure to act of the Parent Borrower or any of its Subsidiaries or any Parent Entity or any of their predecessors or successors, (C) arising out of the performance by any Affiliate of the CD&R Investors of management, consulting or financial advisory services provided to the Parent Borrower or any of its Subsidiaries or any Parent Entity, (D) arising out of the fact that any indemnitee was or is a director, officer, agent, consultant or employee of the Parent Borrower or any of its Subsidiaries or any Parent Entity, or is or was serving at the request of any such Person as a director, officer, agent, consultant or employee of another corporation, partnership, joint venture, trust, enterprise or other Person or (E) to the fullest extent permitted by Delaware or other applicable state law, arising out of any breach or alleged breach by such indemnitee of his or her fiduciary duty as a director or officer of the Parent Borrower or any of its Subsidiaries or any Parent Entity; (d) any issuance or sale of Capital Stock of the Parent Borrower or any Parent Entity or capital contribution to the Parent Borrower or any Restricted Subsidiary; (e) (1) the execution, delivery and performance of any Tax Sharing Agreement and any Transaction Agreement, and (2) payments to CD&R, Deere or any of their respective Affiliates (x) for any management, consulting, financial or advisory services, or in respect of financing, underwriting or placement services, or in respect of other investment banking activities (if any), pursuant to the CD&R Consulting Agreement or the Deere Consulting Agreement, as applicable (or as may be approved by a majority of the Disinterested Directors), (y) in connection with any acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Transaction Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such services or activities; (f) the execution, delivery and performance of agreements or instruments (i) under which the Parent Borrower or its Restricted Subsidiaries do not make payments or provide consideration in excess of $2,000,000 per Fiscal Year or (ii) set forth on Schedule 8.11; (g) (i) any transaction among any of the Parent Borrower and one or more Restricted Subsidiaries, (ii) any transaction permitted by clause (3) of the definition of “Permitted Investments”; c), (5) any agreement as in effect as of the Issue Date or any extensiond), amendment or modification thereto (so long as any such extensionf), amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10g), (h), (i), (j), (l), (m) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13n)(ii) of the definition of “Permitted Investments” (provided that any transaction pursuant to clause (l) or (m) shall be limited to guarantees of loans and advances by third parties), (iii) any transaction permitted by Subsection 8.2 or 8.3 or specifically excluded from the extent that such Permitted Investment is in a Joint Venture definition of Restricted Payment and (iv) any transaction permitted by Subsection 8.13(f)(i), 8.13(f)(ii), 8.13(f)(iii), 8.13(f)(vii), 8.13(f)(viii), or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)8.13(j); (7h) licensing of trademarks tothe Transactions and all transactions in connection therewith (including but not limited to the financing thereof), and allocation all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of overhead, sales CD&R and marketing, travel its Affiliates and like expenses among, the Parent, Deere and its Subsidiaries and the Joint Ventures on a fair and equitable basis Affiliates; (i) any transaction in the ordinary course of business; provided that, in or approved by a majority of the case Board of any such Subsidiary or Joint Venture, no officer, director or stockholder Directors of the Parent beneficially owns Borrower, between the Parent Borrower or any Equity Interests Restricted Subsidiary and any Affiliate of the Parent Borrower controlled by the Parent Borrower that is a joint venture or similar entity; (j) any investment by any CD&R Investor or member of the Deere Group in securities of the Parent Borrower or any of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any CD&R Investor or member of the Deere Group in connection therewith) so long as (i) such Subsidiary or Joint Venture securities are being offered generally to investors (other than indirectly through ownership CD&R Investors and members of Equity Interests in the Parent)Deere Group) on the same or more favorable terms and (ii) to the extent such securities constitute Secured Indebtedness with a first priority Lien on any of the Collateral, such investment by all CD&R Investors constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities; orand (8) sales k) the Parent Borrower or any of its Restricted Subsidiaries from maintaining or performing the Deere Revolving Plan or any amendment, waiver, supplement or other dispositions of Qualified Equity Interests for cash modification thereto that is (i) made unilaterally by Deere Financial in respect thereof or (ii) is not materially adverse to the Parent to an AffiliateLenders.

Limitations on Transactions with Affiliates. (a) The Parent shall notObligors agree to neither amend, and shall not modify nor change, in any respect that would have a Material Adverse Effect (either by itself or in combination with other existing or reasonably anticipated circumstances), any material agreement or instrument, whether now or hereafter existing, pursuant to which the Obligors may incur Debt to an Affiliate (the Obligors acknowledge that they may do so only with the Administrative Agent's consent), or to take, suffer or permit any Restricted Subsidiary to, directly act or indirectly, omission in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose respect of any such Debt to any Affiliate that would have that effect. For purposes of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit ofthis Section, any Affiliate (an “Affiliate Transaction”)of the following will constitute a Material Adverse Effect per se and without regard to any other conditions, unlesscircumstances or considerations: (1) any increase in the effective interest rate applicable to any of the Obligors' Debt to an Affiliate. (2) any direct or indirect increase in the amount or frequency of any principal payments on such Debt, including any voluntary or involuntary prepayment of such Debt. (3) any acceleration of the maturity of any part of such Debt. (4) any prepayment of or agreement to accelerate, the maturity of any part of such Debt. (b) The Obligors agree not to incur any Debt to any Affiliate Transaction is on or otherwise undertake or engage in any other transaction with an Affiliate except Debt incurred upon fair and reasonable terms that are no less favorable to than the Parent or the relevant Restricted Subsidiary than those that may have been obtained Obligors could obtain in a comparable transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from transaction with a Person that who is not an Affiliate and that does not violate or result in a violation of Sections 10.3, 10.5, 10.7, 10.8, 10.9, 10.10, 10.11, 10.12 or 10. (c) The Obligors agree neither to directly or indirectly guarantee any Debt of the Parent Guarantor or that Restricted Subsidiary; and any Debt of any other Affiliate nor to suffer or permit the Guarantor to directly guarantee any Debt of its Affiliates except for (1) the Guaranty and (2) guarantees of recourse Loan Servicing Rights in an amount not to exceed five percent (5%) of the Parent delivers to aggregate principal amount of the Trustee:Obligors' and their Affiliates Serviced Mortgages portfolio. (ad) with respect Except for commissions and bonuses paid to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above officers and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis employees in the ordinary course of business; provided that, the Obligors agree to make no advances, loans or distributions in excess of an aggregate One Hundred Thousand Dollars ($100,000) to its officers, employees or shareholders without the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent);Administrative Agent's prior written consent. (4e) loans The Company agrees to issue no additional capital stock without the Administrative Agent's prior written consent and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 unless it is pledged and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” delivered when issued to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateAdministrative Agent as Collateral.

Limitations on Transactions with Affiliates. (a) The Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”)) including aggregate payments or consideration in excess of $10.0 million, unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Borrower or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Borrower or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 20.0 million, the Borrower delivers to the Administrative Agent an Officers’ Officer’s Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a majority of the Independent Directors directors of the Borrower who are disinterested with respect to such Affiliate Transaction, approving such Affiliate Transaction; and. (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Borrower and one or more Restricted Subsidiaries Subsidiaries; or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent Borrower (other than another a Restricted Subsidiary) owns any Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, officer and employee and consultant compensation (including bonuses) ), retention payments, payments pursuant to a long-term incentive plan or other employee benefit plan, reimbursement of expenses and other benefits (including retirement, health, stock option and other benefit plans) ), indemnification arrangements, compensation, employment and indemnification severance agreements, to or with directors, officers and insurance arrangementsemployees of the Borrower or any Restricted Subsidiary or parent company of the Borrower; (3) the allocation entering into of employee services among a tax sharing agreement, or payments pursuant thereto, between the ParentBorrower and/or one or more Subsidiaries, its on the one hand, and any other Person with which the Borrower or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Borrower or such Subsidiaries are part of a consolidated group for tax purposes, on the other hand, which payments by the Borrower and the Joint Ventures Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a fair stand-alone basis; (4) any payment made to Parent (or any other direct or indirect parent company) to be used by Parent (or such parent company) solely (A) to pay its franchise taxes and equitable basis other fees required to maintain its corporate existence and (B) to pay for general corporate and overhead expenses (including salaries and other compensation (including salary, bonus and benefits) of the employees and directors, board activities, insurance, legal (including litigation, judgments and settlements), accounting, corporate reporting and filing, administrative and other general operating expenses) incurred by Parent (or such parent company) in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (45) loans (or cancellation of loans) and advances permitted by clause (3) of the definition of “Permitted Investments;”; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) payments to Sponsor or an Affiliate or Related Party thereof in respect of financial advisory, financing, underwriting or placement services, investment banking activities or management and consulting services rendered to the Borrower and the Restricted Subsidiaries, which payments are approved by a majority of the Board of Directors who are disinterested in such payment; provided that no Default described in clause (b), (c), (d), (g) or (h) of Article VII shall have occurred and be continuing or occur as a consequence thereof; (7) any Restricted Payments which are made in accordance with Section 4.08 6.02 and Permitted Investments (other than any Permitted Investment made Investments described in accordance with clause clauses (131) or (2) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (78) (i) licensing transactions pursuant to the Existing Tax Sharing Agreement, (ii) entering into an agreement that provides registration rights to the shareholders of trademarks to, the Borrower or Parent (or any other direct or indirect parent company) or amending any such agreement with shareholders of the Borrower or Parent (or any other direct or indirect parent company) and allocation (iii) the performance of overhead, sales and marketing, travel and like expenses among, such agreements; (9) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Parent, Borrower or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Borrower or any of its Subsidiaries other than the Borrower or a Restricted Subsidiary shall have a beneficial interest in such joint venture or similar entity; (10) any merger, consolidation or reorganization of the Borrower with an Affiliate, solely for the purposes of (a) forming a holding company or (b) reincorporating the Borrower in a new jurisdiction; (a) any transaction with an Affiliate where the only consideration paid by the Borrower or any Restricted Subsidiary is Qualified Equity Interests, or (b) the issuance or sale of any Qualified Equity Interests; (12) (a) any agreement in effect on the Closing Date and set forth on Schedule 6.04 as in effect on the Joint Ventures Closing Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more adverse to the interests of the Secured Parties in any material respect than such agreement as it was in effect on a fair and equitable basis the Closing Date or (b) any transaction pursuant to any agreement referred to in the immediately preceding clause (a); (13) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of businessbusiness and otherwise in compliance with the terms of this Agreement; (14) transactions between the Borrower or any of its Restricted Subsidiaries and any Person that is an Affiliate solely because one or more of its directors is also a director of the Borrower or any direct or indirect parent of the Borrower; provided thatthat such director abstains from voting as a director of the Borrower or such direct or indirect parent, in as the case may be, on any matter involving such other Person; (15) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of any such Subsidiary view or Joint Venture, no officer, director or stockholder meets the requirements of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture clause (other than indirectly through ownership 1) of Equity Interests in the ParentSection 6.04(a); orand (8) sales or other dispositions 16) any transaction effected as part of a Qualified Equity Interests for cash by the Parent to an AffiliateReceivables Financing.

Limitations on Transactions with Affiliates. The Parent shall not(a) Neither the Company nor the Guarantor shall, and they shall not permit any of their Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (an “Affiliate Transaction”), unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph (b) below and (y) Affiliate Transactions entered into on terms that are no less and conditions at least as favorable to the Parent Company, the Guarantor or the relevant their Restricted Subsidiary than those Subsidiaries as could reasonably be obtained at that may have been obtained time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from transaction with a Person that is not other than an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andAffiliate. (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Company, the Guarantor and one or more any of their Restricted Subsidiaries or (b) exclusively between or among such Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any provided such Restricted Subsidiarytransactions are not otherwise prohibited by this Indenture; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementstransactions effected as part of a Qualified Receivables Transaction; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date or any extension, amendment thereto or modification any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto (so long as any such extension, amendment or modification satisfies replacement agreement is not more disadvantageous to the requirements set forth Holders in clause any material respect than the original agreement as in effect on the Issue Date; (14) Restricted Payments permitted by this Indenture; (5) loans or advances to officers, directors or employees of the first paragraph Company, the Guarantor or its Restricted Subsidiaries not in excess of this Section 4.10) or $15.0 million at any transaction contemplated therebyone time outstanding; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any or Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent))Liens; (7) licensing transactions with Persons solely in their capacity as holders of trademarks Indebtedness or Capital Stock of the Company, the Guarantor or any of their Restricted Subsidiaries, where such Persons are treated no more favorably than holders of Indebtedness or Capital Stock of the Company, the Guarantor or such Restricted Subsidiary generally; (8) reasonable and customary fees and compensation paid to, and allocation of overheadindemnity provided on behalf of, sales and marketingofficers, travel and like expenses amongdirectors, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary consultants or Joint Venture, no officer, director or stockholder employees of the Parent beneficially owns Guarantor or any Equity Interests of its Restricted Subsidiaries, as determined by the Board of Directors of the Guarantor or the senior management of the Guarantor in such Subsidiary good faith, including, without limitations, issuances of stock, payment of bonuses and other transactions pursuant to employment or Joint Venture (compensation agreements, stock option agreements, indemnification agreements and other than indirectly through ownership of Equity Interests arrangements in effect on the Parent)Issue Date or substantially similar thereto; orand (8) sales or other dispositions 9) reasonable and customary fees paid to members of Qualified Equity Interests for cash by the Parent to an AffiliateBoard of Directors of the Company.

Limitations on Transactions with Affiliates. The Parent shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one conduct any business or enter into, renew, extend or permit to exist any transaction or a series of related transactionstransactions (including any purchase, sellsale, lease, transfer lease or otherwise dispose other exchange of property or the rendering of any service) with any Affiliate that is not either (a) Parent or one of its assets toParent's Restricted Subsidiaries, or purchase any assets from(b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, or enter other than on fair and reasonable terms (taking all related transactions into any contract, agreement, understanding, loan, advance or guarantee with, or for account and considering the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1terms of such related transactions in their entirety) such Affiliate Transaction is on terms that are no less substantially as favorable to the Parent or such Restricted Subsidiary, as the relevant Restricted Subsidiary than those that case may have been obtained be, as would be available in a comparable arm's length transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that is not an Affiliate of Affiliate. Notwithstanding the Parent or that Restricted Subsidiaryforegoing, the restrictions set forth in this covenant shall not apply to (i) Investments in Unrestricted Subsidiaries permitted by Section 6.6; and (2ii) the Parent delivers payment of reasonable and customary regular fees to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended directors of a Loan Party or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness such Loan Party who are not employees of such Affiliate Transaction Loan Party; (iii) loans and advances permitted hereby to the Parent or such Restricted Subsidiary from officers and employees of a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent Loan Party and one or more its respective Restricted Subsidiaries or (b) Restricted Subsidiaries; providedfor travel, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee entertainment and consultant compensation (including bonuses) moving and other benefits (including retirement, health, stock relocation expenses made in direct furtherance and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of businessbusiness of a Loan Party and its Restricted Subsidiaries; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iv) any agreement as in effect as other transaction with any employee, officer or director of the Issue Date a Loan Party or any extensionof its Restricted Subsidiaries pursuant to employee benefit, amendment compensation or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis indemnification arrangements entered into in the ordinary course of businessbusiness and approved by, as applicable, the Board of Directors of such Loan Party or the Board of Directors of such Restricted Subsidiary permitted by this Agreement; provided thatand (v) non-exclusive licenses of patents, in the case of any such Subsidiary or Joint Venturecopyrights, no officertrademarks, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (trade secrets and other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliateintellectual property.

Limitations on Transactions with Affiliates. (a) The U.S. Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the U.S. Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the U.S. Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 9.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 9.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 9.5(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the U.S. Parent Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the U.S. Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the U.S. Parent Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the U.S. Parent Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 9.5 to this Agreement (other than any Management Agreements referred to in Section 9.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the U.S. Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the U.S. Parent Borrower, or are not materially less favorable to the U.S. Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the U.S. Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, or approved by a majority of the Board of Directors, between the U.S. Parent Borrower or any Restricted Subsidiary and any Affiliate of the U.S. Parent Borrower controlled by the U.S. Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement, any Management Agreements, and (2) payments to the Sponsors or any of their respective Affiliates (x) for any management, consulting, or advisory services or, in the case respect of any such Subsidiary financing, underwriting or Joint Ventureplacement services or other investment banking activities (if any), no officer, director or stockholder as may be approved by a majority of the Parent beneficially owns Disinterested Directors, (y) in connection with any Equity Interests acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of the Sponsors and their Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;U.S. Parent Borrower or Junior Capital or any capital contribution to the U.S. Parent Borrower, and (5x) any agreement as investment by any Investor in effect as securities of the Issue Date U.S. Parent Borrower or any extension, amendment or modification thereto of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any Investor in connection therewith) so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which securities are made in accordance with Section 4.08 and Permitted Investments being offered generally to other investors (other than any Permitted Investment made in accordance with clause (13Investors) of on the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture same or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatemore favorable terms.

Limitations on Transactions with Affiliates. (a) The U.S. Parent shall Borrower will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one enter into or conduct any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, service) with any Affiliate of the U.S. Parent Borrower (an “Affiliate Transaction”) involving aggregate consideration in excess of $50.0 million unless (i) the terms of such Affiliate Transaction are not materially less favorable to the U.S. Parent Borrower or such Restricted Subsidiary, as the case may be, than those that could be obtained at the time in a transaction with a Person who is not such an Affiliate and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $100.0 million the terms of such Affiliate Transaction have been approved by a majority of the Board of Directors. For purposes of this Section 9.5(a), unless: any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 9.5(a) if (1x) such Affiliate Transaction is approved by a majority of the Disinterested Directors or (y) in the event there are no Disinterested Directors, a fairness opinion is provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction. (b) The provisions of Section 9.5(a) will not apply to: (i) any Restricted Payment Transaction, (1) the entering into, maintaining or performance of any employment or consulting contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any current or former management member, employee, officer or director or consultant of or to the U.S. Parent Borrower, any Restricted Subsidiary or any Parent Entity heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) payments, compensation, performance of indemnification or contribution obligations, the making or cancellation of loans in the ordinary course of business to any such management members, employees, officers, directors or consultants, (3) any issuance, grant or award of stock, options, other equity related interests or other securities, to any such management members, employees, officers, directors or consultants, (4) the payment of reasonable fees to directors of the U.S. Parent Borrower or any of its Subsidiaries or any Parent Entity (as determined in good faith by the U.S. Parent Borrower, such Subsidiary or such Parent Entity), or (5) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term), (iii) any transaction between or among any of the U.S. Parent Borrower, one or more Restricted Subsidiaries, or one or more Special Purpose Entities, (iv) any transaction arising out of agreements or instruments in existence on the Closing Date and set forth on Schedule 9.5 (other than any Management Agreements referred to in Section 9.5(b)(vii)), and any payments made pursuant thereto, (v) any transaction in the ordinary course of business on terms that are no fair to the U.S. Parent Borrower and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or senior management of the U.S. Parent Borrower, or are not materially less favorable to the U.S. Parent Borrower or the relevant Restricted Subsidiary than those that may have been could be obtained at the time in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from with a Person that who is not an Affiliate of the U.S. Parent or that Restricted Subsidiary; andBorrower, (2vi) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis transaction in the ordinary course of business; provided that, or approved by a majority of the Board of Directors, between the U.S. Parent Borrower or any Restricted Subsidiary and any Affiliate of the U.S. Parent Borrower controlled by the U.S. Parent Borrower that is a joint venture or similar entity, (vii) (1) the execution, delivery and performance of any Tax Sharing Agreement, any Management Agreements, and (2) payments to the Sponsors or any of their respective Affiliates (x) for any management, consulting, or advisory services or, in the case respect of any such Subsidiary financing, underwriting or Joint Ventureplacement services or other investment banking activities (if any), no officer, director or stockholder as may be approved by a majority of the Parent beneficially owns Disinterested Directors, (y) in connection with any Equity Interests acquisition, disposition, merger, recapitalization or similar transactions, which payments are made pursuant to the Management Agreements or are approved by a majority of the Board of Directors in good faith, and (z) of all out-of-pocket expenses incurred in connection with such Subsidiary services or Joint Venture activities, (viii) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions, including the fees and out-of-pocket expenses of the Sponsors and their Affiliates, (ix) any issuance or sale of Capital Stock (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3Disqualified Stock) of the definition of “Permitted Investments”;U.S. Parent Borrower or Junior Capital or any capital contribution to the U.S. Parent Borrower, and (5x) any agreement as investment by any Investor in effect as securities of the Issue Date U.S. Parent Borrower or any extension, amendment or modification thereto of its Restricted Subsidiaries (and payment of out-of-pocket expenses incurred by any Investor in connection therewith) so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which securities are made in accordance with Section 4.08 and Permitted Investments being offered generally to other investors (other than any Permitted Investment made in accordance with clause (13Investors) of on the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture same or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliatemore favorable terms.

Limitations on Transactions with Affiliates. (a) The Parent shall Company will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each an “"Affiliate Transaction”"), unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may might reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving that involves an aggregate fair market value expended or received of more than $5.0 million shall be approved by the Parent or any Restricted Subsidiary in excess Board of $2.0 million, an Officers’ Certificate Directors of the Parent certifying Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by foregoing provisions. If the Parent Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million or moremillion, the certificates described in Company or such Restricted Subsidiary, as the preceding clause (a) and (x) case may be, shall, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Parent Company or such the relevant Restricted Subsidiary Subsidiary, as the case may be, from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transactionview, in either case, issued by from an Independent Financial Advisor. Advisor and file the same with the Trustee. (b) The foregoing restrictions set forth in clause (a) shall not apply to to (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (ii) transactions exclusively between or among (a) the Parent Company and one or more any of its Restricted Subsidiaries or (b) exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iii) any agreement as in effect as of the Issue Date or contemplated by the Contribution Agreement or any extension, amendment thereto or modification any transaction contemplated thereby (including pursuant to any amendment thereto) or in any replacement agreement thereto (so long as any such extension, amendment or modification satisfies replacement agreement is not more disadvantageous to the requirements set forth Holders in clause any material respect than the original agreement; (1iv) Permitted Investments and Restricted Payments made in compliance with this Indenture; (v) transactions between or among any of the first paragraph Company, any of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on any Securitization Entity in connection with a fair Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by this Indenture; and equitable basis (vi) transactions with distributors or other purchases or sales of goods or services, in each case in the ordinary course of business; provided thatbusiness and otherwise in compliance with the terms of this Indenture which when taken together are fair to the Company or the Restricted Subsidiaries as applicable, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder reasonable determination of the Parent beneficially owns any Equity Interests in Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to time from an Affiliateunaffiliated party.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”)) involving annual payments or consideration in excess of $2.5 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a Person that with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 10.0 million, the Company delivers to the Trustee an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (b) The foregoing restrictions following items shall not apply tobe deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirementcompensation, healthbenefit, stock and other benefit plans) reimbursement and indemnification agreements, plans and insurance arrangements; arrangements (3and payment awards in connection therewith) entered into by the allocation Company or any of employee services among the Parent, its Restricted Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in ; (2) transactions between or among the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than indirectly an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because either (x) the Company owns, directly or through ownership a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of Equity Interests in such Person is also a director of the Parent)Company; provided such director abstains from voting as a director of the Company on any matter involving such other person; (4) loans and advances permitted by clause (3x) any issuance of Qualified Equity Interests of the definition Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of “Permitted Investments”registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company or (y) any contribution to the Qualified Equity Interest capital of the Company by an Affiliate (other than in respect of Designated Preferred Stock); (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary under the terms of any agreement as that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum (including the Shareholders Agreement and the Administrative Services Agreement) or any extensionamendment, amendment modification, supplement, extension or modification renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) or in any replacement agreement thereto, so long as any such extensionamendment, amendment modification, supplement, extension or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) renewal, or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” replacement agreement, is not materially more disadvantageous to the extent that such Permitted Investment is Holders taken as a whole than the original agreement as in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of effect on the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent));Issue Date; and (7) licensing payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of trademarks toloans, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary advances or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests guarantees) for cash by the Parent to an Affiliatebona fide business purposes.

Limitations on Transactions with Affiliates. (a) The Parent shall Issuer will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each, an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $2.0 million, unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Issuer or that such Restricted Subsidiary from a Person that with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 10.0 million, an Officers’ Certificate a Board Resolution of the Parent Board of Directors of the Issuer set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (1) above this Section 4.14 and a Secretary’s Certificate which sets forth and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent Directors approving such Affiliate Transactiondisinterested members of the Board of Directors; and and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended consideration in excess of $50.0 million or received as to which there are no disinterested members of the Board of Directors, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view is obtained from an independent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Parent Issuer in good faith). (b) The following items will not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) director, officer, employee and consultant compensation, benefit, reimbursement and indemnification agreements, plans and arrangements (and payment awards in connection therewith) entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of a Permitted Business; (2) transactions between or among the Issuer and/or its Restricted Subsidiaries; (3) transactions with a Person (other than an Unrestricted Subsidiary of the Issuer) that is an Affiliate of the Issuer solely because either (x) the Issuer owns, directly or through a Restricted Subsidiary, an Equity Interest in, or controls, such Person or (y) a director of such Person is also a director of the Issuer; provided such director abstains from voting as a director of the Issuer on any matter involving such other person; (4) (w) any issuance of Qualified Equity Interests of the Issuer to an Affiliate and the granting or performance of registration rights in respect of any Qualified Equity Interests of the Issuer, which rights have been approved by the Board of Directors of the Issuer; (x) any contribution to the Qualified Equity Interest capital of the Issuer by an Affiliate; (y) any cash dividend or redemption payment required by the terms of the Existing Mandatorily Redeemable Preference Shares as in effect on the Issue Date or (z) any incurrence or issuance by the Issuer or any Restricted Subsidiary of $10.0 million Indebtedness or moreDisqualified Stock owed to or held by an Affiliate on the same basis as Indebtedness or Disqualified Stock owed to or held by non-Affiliates as part of any underwritten securities offering or syndicated loan financing, and any payments in respect of such Indebtedness; (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments (other than Permitted Investments made under clauses (3) or (15) of the definition thereof); (6) the performance of obligations of the Issuer or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date (other than the Existing Charters, the certificates described in Existing Management Agreements or the preceding clause (aGlobal Expense Agreement) and any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not materially more disadvantageous to the Holders of Notes taken as a whole than the original agreement as in effect on the Issue Date; (7) the performance of obligations of the Issuer or any Restricted Subsidiary under the terms of the Existing Charters, the Existing Management Agreements and the Global Expense Agreement as in effect on the Issue Date or any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto); provided that (A) any such amendment or modification that has the effect of modifying the rate of charter hire during the current term of the Existing Charters as in effect on the Issue Date is (x) not materially more disadvantageous to the Holders taken as a written whole than the original agreement as in effect on the Issue Date, and (y) is on terms not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated person; and (B) any other amendment, modification, supplement, replacement, extension or renewal (including, for the avoidance of doubt, any extension or renewal of an Existing Charter effective upon the expiration of its current term as in effect on the Issue Date) is either (x) not materially more disadvantageous to the Holders taken as a whole than the original agreement as in effect on the Issue Date, or (y) is on terms not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated person, in each case, as reasonably determined by a resolution of the Board of Directors of the Issuer and approved by a majority of the disinterested members thereof; (8) transactions effected as part of a Qualified Securitization Transaction; (9) transactions in which the Issuer delivers to the Trustee an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of that such Affiliate TransactionTransaction meets the requirements of Section 4.14(a)(1), in either each case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply toindependent accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined in good faith by the Issuer); (110) payments, loans or advances to employees or consultants or guarantees in respect thereof (or cancellation of loans, advances or guarantees) for bona fide business purposes; (11) other than with CMA CGM, transactions exclusively between with customers, clients, suppliers, joint venture partners or among (a) the Parent and one purchasers or more Restricted Subsidiaries sellers of goods or (b) Restricted Subsidiaries; providedservices, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis case in the ordinary course of businessa Permitted Business and otherwise in compliance with the terms of this Indenture; provided thatsuch transactions are on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person, in as reasonably determined by the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)Issuer; (412) loans any sale or disposition of a Vessel for an aggregate purchase price equal to or exceeding its Appraised Value; and (13) transactions involving the purchase, redemption, exchange, acquisition or retirement of any Existing Mandatorily Redeemable Preference Shares and advances permitted by clause that (3to the extent applicable, when considered together with any related transactions occurring in connection with such transactions) are in the best interests of the definition of “Permitted Investments”; (5) any agreement Issuer and the Restricted Subsidiaries as in effect as reasonably determined by a Board Resolution of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) Issuer and approved by a majority of the first paragraph disinterested members thereof. Regardless of this the amount of aggregate payments or consideration to be made thereunder, and without limiting Section 4.10) 4.14(b)(7), the Issuer will not, and will not permit any of its Restricted Subsidiaries to, enter into any amendment, modification, supplement, replacement, extension or renewal, from time to time, of any Existing Charter or any transaction contemplated thereby; thereby (6including pursuant to any amendment, modification, supplement, replacement, extension or renewal, from time to time, thereto) Restricted Payments which are made except in accordance compliance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent4.14(b)(7)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate.

Limitations on Transactions with Affiliates. The (a) Parent shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including the purchase, sellsale, lease, transfer lease or otherwise dispose exchange of any assets or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each, an “Affiliate Transaction”), unless: other than (1x) such Affiliate Transaction is Transactions permitted under the third paragraph of this covenant below and (y) Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that such Restricted Subsidiary; and. (2b) the Parent delivers to the Trustee: All Affiliate Transactions (aand each series of related Affiliate Transactions which are similar or part of a common plan) with respect to any Affiliate Transaction involving aggregate payments or other assets with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million10.0 million shall be approved by the Board of Directors of Parent or such Restricted Subsidiary, an Officers’ Certificate of as the Parent certifying case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the foregoing provisions. If Parent or any Restricted Subsidiary of Parent enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million 25.0 million, Parent or moresuch Restricted Subsidiary, as the certificates described in case may be, shall, prior to the preceding clause consummation thereof, obtain a favorable opinion from an Independent Financial Advisor that (a) and (x) a written opinion as the terms thereof are no less favorable to the fairness Relevant Party than the terms that might reasonably be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of such Affiliate Transaction to the Parent or such Restricted Subsidiary or (b) such transaction or series of related transactions are fair to the Relevant Party from a financial point of view view, and file such opinion with the Trustee. “Relevant Party” means (x) in any transaction involving the Company or any Guarantor, the Company and the Guarantors involved and (y) a written appraisal supporting in any other transaction, the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions Restricted Subsidiaries involved. (c) Section 4.14(a) and (b) shall not apply to: (1i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries as determined in good faith by Parent’s Board of Directors or senior management; (ii) transactions exclusively between or among (a) the Parent and and/or one or more Restricted Subsidiaries or (b) of its Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2iii) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the transactions with Parent, its ’s Australian Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5iv) any agreement as in effect as existing on the date of the Issue Date this Indenture or any extension, amendment thereto or modification thereto (replacement thereof or any transaction contemplated thereby so long as any such extension, amendment or modification satisfies replacement agreement is no less favorable in any material respect to the requirements set forth Holders than the original agreement as in clause (1) of effect on the first paragraph date of this Section 4.10) or any transaction contemplated therebyIndenture; (6v) Restricted Payments which are made in accordance with permitted by Section 4.08 4.11 and Permitted Investments Investments; (other than vi) issuance or sale of Qualified Equity Interests of Parent; (vii) transactions effected as part of a Qualified Receivables Transaction; (viii) the existence of, or the performance by Parent or any Permitted Investment made in accordance with of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of this Indenture and any similar agreements which it may enter into thereafter; provided that the existence of, or the performance by Parent or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (13viii) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment is in a Joint Venture amendment or Unrestricted Subsidiary of which any officer, director or stockholder new agreement are not disadvantageous to the Holders of the Parent beneficially owns Securities in any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent));material respect; and (7ix) licensing transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of trademarks togoods or services, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in each case in the ordinary course of business; provided thatbusiness (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are fair to Parent and its Restricted Subsidiaries in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder reasonable determination of the Parent beneficially owns any Equity Interests in Board of Directors of Parent, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to time from an Affiliateunaffiliated party.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that Restricted Subsidiary; and (2) the Parent Company delivers to the Trustee: (aA) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 25.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (bB) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $10.0 million or more50.0 million, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent Company or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. Advisor to the Company’s Board of Directors. (b) The foregoing restrictions following items shall not apply tobe deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a) hereof: (1) transactions exclusively between or among (a) the Parent Company and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent Company (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable customary director, officer, officer and employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification and insurance arrangements, in each case approved by the Independent Directors; (3) the allocation entering into of employee services among a tax sharing agreement, or payments pursuant thereto, between the ParentCompany and/or one or more Subsidiaries, its on the one hand, and any other Person with which the Company or such Subsidiaries are required or permitted to file a consolidated tax return or with which the Company or such Subsidiaries are part of a consolidated group for tax purposes to be used by such Person to pay taxes, and which payments by the Company and the Joint Ventures Restricted Subsidiaries are not in excess of the tax liabilities that would have been payable by them on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)stand-alone basis; (4) loans and advances permitted by clause (3) of the definition of “any Permitted Investments”Investment; (5) any agreement as in effect as of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which that are made in accordance with Section 4.08 and Permitted Investments 4.07; (6) any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of the Company or any of the Company’s Subsidiaries other than any Permitted Investment made the Company or a Restricted Subsidiary shall have a beneficial interest in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture joint venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent))similar entity; (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, (a) any transaction with an Affiliate where the Parent, its Subsidiaries and only consideration paid by the Joint Ventures on a fair and equitable basis in Company or any Restricted Subsidiary is Qualified Equity Interests or (b) the ordinary course of business; provided that, in the case issuance or sale of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Qualified Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)Interests; orand (8) sales or other dispositions payments to Affiliates of Qualified Equity Interests for cash by Intralase, Inc. as part of the Parent to an Affiliatemerger consideration and related costs that were disclosed in the final offering memorandum dated March 27, 2007.

Limitations on Transactions with Affiliates. The Parent Company shall not, and shall not cause or permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of conduct any of its assets to, or purchase any assets from, business or enter into any contract, agreement, understanding, loan, advance transaction or guarantee with, series of related transactions with or for the benefit ofof any Affiliate, any Affiliate holder of 5% or more of any class of Equity Interests or any officer, director or employee of the Company or any Restricted Subsidiary (each, an “"Affiliate Transaction”"), unless: (1) unless such Affiliate Transaction is on terms that are no less favorable to the Parent Company or such Restricted Subsidiary, as the relevant Restricted Subsidiary case may be, than those that may have been could reasonably be obtained at such time in a comparable transaction at with an unaffiliated third party. For any such time on an arm’s-length basis by the Parent or transaction that Restricted Subsidiary from a Person that is not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate involves value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, the Company shall deliver to the Trustee an Officers’ ' Certificate stating that a majority of the Parent certifying Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates determination by a resolution Board Resolution delivered to the Trustee. For any such transaction that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate involves value expended or received by the Parent or any Restricted Subsidiary in excess of $10.0 million or moremillion, the certificates described in the preceding clause (a) and (x) Company shall also obtain a written opinion as from an Independent Financial Advisor to the fairness of effect that such Affiliate Transaction to the Parent or such Restricted Subsidiary transaction is fair, from a financial point of view view, to the Company or (y) a written appraisal supporting such Restricted Subsidiary, as the value of such Affiliate Transactioncase may be. Notwithstanding the foregoing, the restrictions set forth in either case, issued by an Independent Financial Advisor. The foregoing restrictions this covenant shall not apply to to (1i) transactions exclusively between or among (a) the Parent Company and one or more Restricted Subsidiaries or (b) exclusively between or among Restricted Subsidiaries; provided(ii) customary directors' fees, in each caseindemnification and similar arrangements, that no Affiliate employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis Company entered into in the ordinary course of business; provided that(iii) transactions pursuant to agreements in effect on the Issue Date, as such agreements are in effect on the case of any such Subsidiary Issue Date or Joint Venture, no officer, director as thereafter amended or stockholder of supplemented in a manner not adverse to the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture Holders; (other than indirectly through ownership of Equity Interests in the Parent); (4iv) loans and advances permitted by clause (3) to officers, directors and employees of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date Company or any extensionRestricted Subsidiary for travel, amendment or modification thereto (so long as any such extensionentertainment, amendment or modification satisfies the requirements set forth moving and other relocation expenses, in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are each case made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of businessbusiness and consistent with past business practices; provided that, in the case of and (v) any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash Restricted Payments permitted by the Parent to an Affiliatethis Indenture.

Limitations on Transactions with Affiliates. The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, in one transaction pay any funds to or a series of related transactionsfor the account of, make any Investment in, lease, sell, lease, transfer or otherwise dispose of any of its assets assets, tangible or intangible, to, or purchase any assets fromparticipate in, or enter into effect any contract, agreement, understanding, loan, advance transaction in connection with any joint enterprise or guarantee other joint arrangement with, or for any Affiliate; provided that the benefit of, any Affiliate (an “Affiliate Transaction”), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent or that Restricted Subsidiary from a Person that is foregoing shall not an Affiliate of the Parent or that Restricted Subsidiary; and (2) the Parent delivers to the Trusteeprohibit: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of from performing its obligations under the Parent certifying that such Existing Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; andAgreements; (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent Borrower or any Restricted Subsidiary of $10.0 million from making any Investment permitted by Section 7.08; (c) the Borrower or moreany Restricted Subsidiary from making sales or leases to or purchases or leases from any Affiliate and, the certificates described in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales, leases or purchases are made or such services are rendered in the preceding clause (a) ordinary course of business and (x) a written opinion on terms and conditions at least as favorable to the fairness of such Affiliate Transaction to the Parent Borrower or such Restricted Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (d) transactions between or among any of the Credit Parties and the Restricted Subsidiaries not involving any other Affiliate; (e) the Borrower or any Restricted Subsidiary from making payments of principal, interest and premium on any of its Indebtedness held by an Affiliate if the terms of such Indebtedness are substantially as favorable to the Borrower or such Restricted Subsidiary as the terms which could have been obtained at the time of the creation of such Indebtedness from a financial point lender which was not an Affiliate; (f) to the extent permitted by Section 7.08, the Borrower or any Restricted Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Restricted Subsidiary participates in the ordinary course of view its business and on a basis no less advantageous than the basis on which such Affiliate participates; (g) the Borrower or any Restricted Subsidiary from maintaining, entering into or adopting any executive or employee incentive or compensation plan, contract or other arrangement (including any loans or extensions of credit in connection therewith to the extent permitted by Section 7.08), or any arrangement to terminate any of the foregoing, if such plan, contract, or arrangement (i) has been or is approved either (x) at any time by the shareholders of the Borrower in accordance with such voting requirements as may be applicable or (y) at any time by the board of directors of the Borrower or such Restricted Subsidiary (or a written appraisal supporting the value duly constituted committee of such Affiliate Transactionboard), (ii) is immaterial in either caseamount, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (biii) Restricted Subsidiaries; providedis maintained, entered into or adopted in each case, that no Affiliate the ordinary course of business of the Parent (other than another Restricted Subsidiary) owns Equity Interests of Borrower or any such Restricted Subsidiary; (2h) reasonable directorto the extent permitted by Section 7.08, officerthe Borrower or any Restricted Subsidiary from making any loan, guarantee or other accommodation in accordance with the Borrower’s policies and practices concerning employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis relocation in the ordinary course of its business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4i) loans and advances any Restricted Payments permitted by clause (3) of the definition of “Permitted Investments”;Section 7.07; and (5j) any agreement as in effect as of the Issue Date transactions not constituting Investments or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance and involving payments, transfers of property or other obligations with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair value not to exceed, for all such transactions after the Second Amendment and equitable basis in the ordinary course of business; provided thatRestatement Date, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an Affiliate$5,000,000.

Limitations on Transactions with Affiliates. (a) The Parent Borrower shall not, and shall not permit any Restricted Subsidiary to, directly make any payment to, or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Borrower (each of the foregoing, an “"Affiliate Transaction”") involving aggregate payments or consideration in excess of Five Million Dollars ($5,000,000), unless: (1i) taken as a whole, such Affiliate Transaction is on terms that are no not materially less favorable to the Parent Borrower or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis transaction by the Parent Borrower or that such Restricted Subsidiary from a Person that is not with an Affiliate of the Parent or that Restricted Subsidiary; andunrelated Person; (2ii) the Parent Borrower delivers to the Trustee: (a) Administrative Agent and the Lenders with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of Fifteen Million Dollars ($2.0 million15,000,000), a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transactionabove; and (biii) the Borrower delivers to the Administrative Agent and the Lenders with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended payments or received by the Parent or any Restricted Subsidiary consideration in excess of Fifty Million Dollars ($10.0 million or more50,000,000), the certificates described in the preceding clause (a) and a copy of a written opinion either (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent Borrower or such Restricted Subsidiary from a financial point of view issued by an Independent Financial Advisor or (y) that the Affiliate Transaction meets the requirements of clause (i) of the preceding paragraph. (b) The foregoing provisions will not apply to the following: (i) transactions between or among the Borrower and/or any of the Restricted Subsidiaries; (ii) Restricted Payments permitted by Section 5.11 (not including, for the avoidance of doubt, Permitted Investments); (iii) the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Borrower, any of its direct or indirect parents, or any Restricted Subsidiary; (iv) transactions in which the Borrower or any Restricted Subsidiary, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction, taken as a whole, is fair to the Borrower or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among clause (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiarypreceding paragraph; (2v) reasonable directorpayments or loans (or cancellation of loans) to employees or consultants of the Borrower, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangements; (3) the allocation of employee services among the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis or any Restricted Subsidiary in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder business which are approved by a majority of the Parent beneficially owns any Equity Interests Board of Directors of the Borrower in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)good faith; (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5vi) any agreement as in effect as of the Issue Date Closing Date, or any extension, amendment or modification thereto (so long as any such extensionamendment, amendment or modification satisfies taken as a whole, is no less favorable to the requirements set forth Borrower and its Restricted Subsidiaries than the agreement in clause effect on the date of this Agreement (1) as determined by the Board of Directors of the first paragraph of this Section 4.10) or any transaction contemplated therebyBorrower in good faith)); (6vii) the existence of, or the performance by the Borrower or any of its Restricted Payments Subsidiaries of its obligations under the terms of, any shareholders agreement (including any registration rights agreement or purchase agreement related thereto) to which are made in accordance with Section 4.08 it is a party as of the Closing Date and Permitted Investments (other than any Permitted Investment made in accordance with similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Closing Date shall only be permitted by this clause (13vii) of the definition of “Permitted Investments” to the extent that the terms of any such Permitted Investment amendment or new agreement, taken as a whole, is no less favorable to the Borrower and its Restricted Subsidiaries than the agreement in a Joint Venture or Unrestricted Subsidiary effect on the date of which any officer, director or stockholder this Agreement (as determined by the Board of Directors of the Parent beneficially owns any Borrower in good faith); (viii) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Agreement which are fair to the Borrower and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party (as determined by the Board of Directors of the Borrower in good faith); (ix) the issuance of Equity Interests (other than indirectly through ownership Disqualified Stock) of Equity Interests in the Parent))Borrower to any Affiliate of the Borrower; (7x) licensing of trademarks totransactions or payments pursuant to any employee, and allocation of overheadofficer or director compensation or benefit plans, sales and marketingemployment agreements, travel and like expenses amongseverance agreement, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis indemnification agreements or any similar arrangements entered into in the ordinary course of business; provided that, business or approved in good faith by the Board of Directors of the Borrower; (xi) transactions in the case ordinary course with (A) Unrestricted Subsidiaries so long as on an arm's length basis and the terms of any such transactions are no less favorable to the Borrower or Restricted Subsidiary than that would have been obtained in a comparable transaction by the Borrower or Joint Venture, no officer, director such Restricted Subsidiary with an unrelated Person or stockholder (B) joint ventures in which the Borrower or a Subsidiary of the Parent beneficially owns Borrower holds or acquires an ownership interest (whether by way of Capital Stock or otherwise) so long as on an arm's length basis and the terms of any Equity Interests such transactions are no less favorable to the Borrower or Restricted Subsidiary participating in such Subsidiary or Joint Venture joint ventures than they are to other joint venture partners that are not otherwise Affiliates of the Borrower; (xii) transactions with a Person (other than indirectly an Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through ownership a Restricted Subsidiary, an Equity Interest in, or controls, such Person so long as on an arm's length basis and the terms of any such transactions are no less favorable to the Borrower or Restricted Subsidiary owning such Equity Interest than they are to other Persons owning Equity Interests in that are not otherwise Affiliates of the Parent); orBorrower; (8) xiii) [reserved]; (xiv) [reserved]; (xv) [reserved]; (xvi) Sale and Leaseback Transactions on an arm's length basis (and subject to delivery of resolutions or opinions described in Section 5.13(a) above) by and among Affiliates of the Sponsor and the Borrower and its Subsidiaries, as the case may be, permitted under the Agreement; and (xvii) sales or other dispositions resales of Securitization Assets or assets in connection with any Qualified Equity Interests for cash by the Parent to an AffiliateSecuritization Transaction.

Limitations on Transactions with Affiliates. The Parent shall Issuer will not, and shall will not permit any Restricted Subsidiary to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (an “Affiliate Transaction”)) involving aggregate payments or consideration in excess of $50.0 million, unless: (1) unless such Affiliate Transaction is on terms that are no less favorable to the Parent Issuer or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Issuer or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Issuer or that Restricted Subsidiary; and (2) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by the Parent or any Restricted Subsidiary of $10.0 million or more, the certificates described in the preceding clause (a) and (x) a written opinion as to the fairness of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to: (1) transactions exclusively between or among (a) the Parent Issuer and one or more its Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (not involving any other than another Restricted Subsidiary) owns Equity Interests of any such Restricted SubsidiaryAffiliate; (2) reasonable director, officer, officer and employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plansStock Compensation Plans) and indemnification arrangements and insurance arrangementsreasonable payments to Affiliates in consideration for securities issued in connection therewith; (3) transactions pursuant to the allocation of employee services among the Parent, its Subsidiaries Tax Liability Allocation and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent)Indemnification Agreement; (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as Restricted Payments of the Issue Date or any extension, amendment or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth type described in clause (1), (2) or (4) of the first paragraph definition of this Section 4.10) or any transaction contemplated thereby; (6) “Restricted Payments Payment” and which are made in accordance with Section 4.08 4.07; (6) (x) any agreement in effect on the Issue Date and Permitted Investments disclosed in the Offering Memorandum, as in effect on the Issue Date or as thereafter amended or replaced in any manner, that, taken as a whole, is not more disadvantageous to the Holders or the Issuer in any material respect than such agreement as it was in effect on the Issue Date or (other than y) any Permitted Investment made transaction pursuant to any agreement referred to in accordance with the immediately preceding clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)x); (7) licensing any transaction with a joint venture or similar entity which would constitute an Affiliate Transaction solely because the Issuer or a Restricted Subsidiary owns an equity interest in or otherwise controls such joint venture or similar entity; provided that no Affiliate of trademarks to, and allocation the Issuer or any of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and other than the Joint Ventures on Issuer or a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Restricted Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests shall have a beneficial interest in such Subsidiary joint venture or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); orsimilar entity; (8) sales ordinary overhead arrangements in which any Subsidiary participates; and (a) any transaction with an Affiliate where the only consideration paid by the Issuer or other dispositions of any Restricted Subsidiary is Qualified Equity Interests for cash by or (b) the Parent to an Affiliateissuance or sale of any Qualified Equity Interests.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one enter into or permit to exist any transaction or a series of related transactionstransactions (including, sellwithout limitation, leasethe purchase, transfer sale, lease or otherwise dispose exchange of any property or the rendering of its assets to, or purchase any assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any of its Affiliates (each an "Affiliate (an “Affiliate --------- Transaction”"), unless: other than (1x) such Affiliate Transaction is Transactions permitted under paragraph ----------- (b) below and (y) 58 Affiliate Transactions on terms that are no less favorable to the Parent or the relevant Restricted Subsidiary than those that may could reasonably have been obtained in a comparable transaction at such time on an arm’sarm's-length basis by the Parent or that Restricted Subsidiary from a Person that is not an Affiliate of the Parent Company or that such Restricted Subsidiary; and . All Affiliate Transactions (2and each series of related Affiliate Transactions which are similar or part of a common plan) the Parent delivers to the Trustee: (a) with respect to any Affiliate Transaction involving aggregate payments or other property with a fair market value expended or received by the Parent or any Restricted Subsidiary in excess of $2.0 million, an Officers’ Certificate million shall be approved by the Board of Directors of the Parent certifying Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Affiliate Transaction Board of Directors has determined that such transaction complies with clause (1) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by the Independent Directors approving such Affiliate Transaction; and (b) with respect to any Affiliate Transaction involving aggregate value expended or received by foregoing provisions. If the Parent Company or any Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $10.0 million or moremillion, the certificates described in Company or such Restricted Subsidiary, as the preceding clause (a) and (x) case may be, shall, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such Affiliate Transaction transaction or series of related transactions to the Parent Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. (b) The restrictions set forth in clause (a) shall not apply to: (i) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary of the Company as determined in good faith by the Company's Board of Directors; (ii) transactions exclusively between or among the Company and any of its Restricted Subsidiaries or exclusively between or among such Restricted Subsidiaries, provided such transactions are not otherwise -------- prohibited by this Indenture; (iii) any 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; (iv) Restricted Payments and Permitted Investments permitted by this Indenture; (v) transactions in which the Company or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting meets the value requirements of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. The foregoing restrictions shall not apply to (1) transactions exclusively between or among the first sentence of paragraph (a) above; (vi) the Parent 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 one stock ownership plans or more Restricted similar employee benefit plans approved by Board of Directors of the Company in good faith and loans to employees of the Company and its Subsidiaries which are approved by the Board of Directors of the Company in good faith; (vii) the payment of all fees and expenses related to the Transactions; (viii) transactions with customers, clients, suppliers, or (b) Restricted Subsidiaries; providedpurchasers or sellers of goods or services, in each casecase on ordinary business terms and otherwise in compliance with the terms of this Indenture, that no Affiliate which are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the Parent (other than another Restricted Subsidiary) owns Equity Interests Board of any Directors of the Company or the senior management thereof, or are on terms at least as favorable as could reasonably have been obtained at such Restricted Subsidiarytime from an unaffiliated party; (2ix) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirement, health, stock and other benefit plans) and indemnification and insurance arrangementsfees payable to Apollo pursuant to the Management Agreement; (3x) any contribution to the allocation capital of employee services the Company by RPP Inc., or any sales of Capital Stock of the Company to RPP Inc.; and (xi) any tax sharing agreement or arrangement and payments pursuant thereto among the Parent, Company and its Subsidiaries and any other Person with which the Joint Ventures on Company or its Subsidiaries is required or permitted to file a fair and equitable basis in consolidated tax return or with which the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); (4) loans and advances permitted by clause (3) of the definition of “Permitted Investments”; (5) any agreement as in effect as of the Issue Date Company or any extension, amendment of its Restricted Subsidiaries is or modification thereto (so long as any such extension, amendment or modification satisfies the requirements set forth could be part of a consolidated group for tax purposes in clause (1) of the first paragraph of amounts not otherwise prohibited by this Section 4.10) or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” to the extent that such Permitted Investment is in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent)); (7) licensing of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateIndenture.

Limitations on Transactions with Affiliates. (a) The Parent Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any of its assets to, or purchase any assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each, an “Affiliate Transaction”), unless: (1) such the Affiliate Transaction is on terms that are no not materially less favorable to the Parent Company or the relevant Restricted Subsidiary than those that may would have been obtained in a comparable transaction at such time on an arm’s-length basis by the Parent Company or that such Restricted Subsidiary from a Person that with an unrelated Person, with such determination to be made at the time such Affiliate Transaction is not an Affiliate of the Parent entered into or that Restricted Subsidiaryagreed to; and (2) the Parent Company delivers to the Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $2.0 20.0 million, a Board Resolution of the Board of Directors of the Company set forth in an Officers’ Certificate of the Parent certifying that such Affiliate Transaction complies with clause (1) above this Section 4.14 and a Secretary’s Certificate which sets forth and authenticates a resolution that such Affiliate Transaction has been adopted approved by a majority of the Independent Directors approving such Affiliate Transactiondisinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions (i) involving aggregate value expended or received by the Parent or any Restricted Subsidiary consideration in excess of $10.0 50.0 million or more(ii) as to which there are no disinterested members of the Board of Directors, the certificates described in the preceding clause (a) and (x) a written an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction to the Parent or such Restricted Subsidiary from a financial point of view or (y) a written appraisal supporting the value of such Affiliate Transaction, in either case, issued by an Independent Financial Advisor. accounting, appraisal or investment banking firm of international standing qualified to perform the task for which such firm has been engaged (as determined by the Company in good faith). (b) The foregoing restrictions following items shall not apply tobe deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.14(a): (1) transactions exclusively between or among (a) the Parent and one or more Restricted Subsidiaries or (b) Restricted Subsidiaries; provided, in each case, that no Affiliate of the Parent (other than another Restricted Subsidiary) owns Equity Interests of any such Restricted Subsidiary; (2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including retirementcompensation, healthbenefit, stock and other benefit plans) reimbursement and indemnification agreements, plans and insurance arrangements; arrangements (3and payment awards in connection therewith) entered into by the allocation Company or any of employee services among the Parent, its Restricted Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in ; (2) transactions between or among the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture Company and/or its Restricted Subsidiaries; (3) transactions with a Person (other than indirectly an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through ownership of a Restricted Subsidiary, an Equity Interests in the Parent)Interest in, or controls, such Person; (4) loans and advances permitted by clause (3) any issuance of Qualified Equity Interests of the definition Company (other than Designated Preferred Stock) to an Affiliate and the granting or performance of “Permitted Investments”registration rights in respect of any Qualified Equity Interests of the Company (other than Designated Preferred Stock), which rights have been approved by the Board of Directors of the Company; (5) Restricted Payments that do not violate Section 4.11 and Investments consisting of Permitted Investments; (6) the performance of obligations of the Company or any Restricted Subsidiary under the terms of any agreement as that is in effect as of or on the Issue Date and disclosed in the Offering Memorandum or any extensionamendment, amendment modification, supplement, extension or modification renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such extensionamendment, amendment modification, supplement, extension or modification satisfies the requirements set forth in clause (1) of the first paragraph of this Section 4.10) renewal, or any transaction contemplated thereby; (6) Restricted Payments which are made in accordance with Section 4.08 and Permitted Investments (other than any Permitted Investment made in accordance with clause (13) of the definition of “Permitted Investments” replacement agreement, is not materially more disadvantageous to the extent that such Permitted Investment is Holders taken as a whole than the original agreement as in a Joint Venture or Unrestricted Subsidiary of which any officer, director or stockholder of effect on the Parent beneficially owns any Equity Interests (other than indirectly through ownership of Equity Interests in the Parent));Issue Date; and (7) licensing transactions effected as part of trademarks to, and allocation of overhead, sales and marketing, travel and like expenses among, the Parent, its Subsidiaries and the Joint Ventures on a fair and equitable basis in the ordinary course of business; provided that, in the case of any such Subsidiary or Joint Venture, no officer, director or stockholder of the Parent beneficially owns any Equity Interests in such Subsidiary or Joint Venture (other than indirectly through ownership of Equity Interests in the Parent); or (8) sales or other dispositions of Qualified Equity Interests for cash by the Parent to an AffiliateSecuritization Transaction.