Common use of Limitations on Transactions with Affiliates Clause in Contracts

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit any 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 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 may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not cause or permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, 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 (a) such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction after by the date Company or such Restricted Subsidiary with an unrelated Person and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $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 certifying that such Affiliate Transaction complies with clause (a) 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 Agreement Indenture; (iii) the payment of annual management, consulting, monitoring and advisory fees and related expenses to Blackstone, Graham Packaging Corporation and their respective Affiliates; (iv) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary; (v) payments by the Company or any of its Restricted Subsidiaries to Blackstone and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by 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 excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock majority of the Borrower except for transactions (includingBoard of Directors of the Company, 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 faith; (vi) transactions in which the terms Company or any of which are fair and reasonable to the Borrower or such Subsidiaryits 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 of clause (a) of the preceding paragraph; (vii) payments or loans to employees or consultants which are approved by a majority of the Board of Directors of the Company in good faith; (viii) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such amendment is not disadvantageous to the Holders of the Securities in any material respect) or any transaction contemplated thereby; (ix) the existence of, or the performance by the Company or any Restricted 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 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 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 (ix) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Securities in any material respect; (x) the payment of 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 each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and its Restricted Subsidiaries, in the reasonable determination of the majority of the Board of Directors of the Company, or are on terms at least as favorable as the terms which could be might reasonably have been obtained by the Borrower or at such Subsidiary, as the case may be, in a comparable transaction made on time from 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 may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xxunaffiliated party., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction after the date or series of this Agreement related transactions (including, without limitation, the sale, purchase purchase, exchange or lease of any assets assets, property or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate (including entities in which the Company or any of its Restricted Subsidiaries own a minority interest) or holder of 510% or more of any class of Capital the Company's Common Stock of the Borrower except for transactions (includingan "Affiliate Transaction") or extend, subject to subsection 7.4renew, any loans waive or advances by or to, or guarantee on behalf of, any Affiliate or holder) made in good faith otherwise modify the terms of which any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company 58 -50- and its Wholly-Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Borrower Company or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Borrower Company or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a value in excess of $1,000,000 which is not permitted under clause (i) above, such Affiliate Transaction(s) must be approved by a majority of the Board of Directors of the Company (including a majority of the disinterested directors). In transactions with Persons who a value in excess of $3,000,000 which are not permitted under clause (i) above, in addition to the requirements set forth in the immediately preceding sentence, the Company must obtain a written opinion as to the fairness of such a holder or Affiliate; provided that the fairness, reasonableness and arm's-length nature of transaction from a nationally recognized expert with experience in appraising the terms of any conditions of the type of business or transaction which is part of a or series of related transactions may be determined on the basis of the terms of the series of related transactions taken as a wholefor which approval is required. This covenant shall The foregoing provisions will not apply to (ai) any Restricted Payment that is not prohibited by the payment provisions of reasonable and customary regular fees to directors Section 4.04 or (ii) any transaction approved by the Board of Directors of the Borrower Company, with an officer or a director of the Company or of any Subsidiary of the Borrower (Company in his or her capacity as officer or director entered into in the ordinary course of business, including directors who are employees), (b) compensation and employee benefit arrangements with any transaction between the Borrower and any of its Subsidiaries the terms of which are not unfair officer or unreasonable to the Borrower, (c) any Permitted Payment, and any Restricted Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness director of the shareholders Company or of any Subsidiary of the Borrower outstanding on Company that are customary for public companies in the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xxradio broadcasting industry., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction after the date or series of this Agreement related transactions (including, including without limitation, the sale, purchase purchase, exchange or lease of any assets assets, property or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower Company (except for that the Company and any of its Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (including, subject to subsection 7.4, any loans i) such transactions or advances by or to, or guarantee series of related transactions is on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable no less favorable to the Borrower Company or such Subsidiary, as the case may be, than would be available in a comparable transaction in an arm's length dealing with a Person that is not such an Affiliate or, in the absence of such a comparable transaction, on terms that the relevant Board of Directors determines in good faith would be offered to a Person that is not an Affiliate; (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $500,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and are at least as favorable as has been approved by a majority of the terms which could be obtained by Disinterested Directors of the Borrower relevant Board of Directors of the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis ; and (iii) with Persons who are not such a holder or Affiliate; provided that the fairness, reasonableness and arm's-length nature of the terms of respect to any transaction which is part of a or series of related transactions may be determined on transaction involving aggregate payments in excess of $2,500,000, or in the basis event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions taken as for which approval is required and (y) in all other cases, the Company delivers to the Trustee a wholewritten opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view. This covenant shall The limitations set forth in this paragraph will not apply to (ai) transactions entered into pursuant to any agreement already in effect on the payment of reasonable Issue Date and customary regular fees any renewals or extensions thereof not involving modifications materially adverse to directors of the Borrower Company or a Subsidiary of the Borrower (including directors who are employees)any Subsidiary, (bii) normal banking relationships with an Affiliate on an arms' length basis, (iii) any transaction between employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Borrower and Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the terms Board of which are not unfair Directors of the Company or unreasonable to such Subsidiary (including a majority of the BorrowerDisinterested Directors), as the case may be, (civ) residential mortgage, credit card and other consumer loans to an Affiliate who is an officer, director or employee of the Company or any of its Subsidiaries and which comply with the applicable provisions of 12 U.S.C. Section 1468(b) and any rules and regulations of the OTS thereunder, (v) any Restricted Payment or Permitted Payment, and (vi) any Restricted Payment transaction or series of transactions in which the total amount involved does not otherwise prohibited exceed $125,000, (vii) purchases on or before March 31, 1997 of loan portfolios acquired by subsection 7.4 an Affiliate after July 31, 1996 where the purchase price does not exceed the lower of two current independent bids for the loan portfolios or (dviii) equipment services rendered and real property lease transactions with and loans obligations incurred by the Company or any of its Subsidiaries pursuant to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the existing agreements or agreements between the Borrower Company and/or any of its Subsidiaries and Georxx X. XxxxxWilshire Credit Corporation, Xx.a Nevada corporation ("WCC"), Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect and/or Affiliates of WCC entered into on the date of this AgreementIssue Date.

Limitations on Transactions with Affiliates. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, 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 after transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the date benefit of, any Affiliate (each of this Agreement the foregoing, an "Affiliate Transaction"), unless --------------------- (including, without limitation, i) such Affiliate Transaction is on terms that are no less favorable to the sale, purchase or lease of any assets or properties Company or the rendering of any servicesrelevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) involving aggregate consideration the Company delivers to the Trustee (a) with respect to such transaction any Affiliate Transaction or series of related Affiliate Transactions involving aggregate con- sideration in excess of $1 million 5.0 million, a Board Resolution of the Company that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company and (b) with respect to any Affiliate Transaction or holder series of 5% or more related Affiliate Transactions involving aggregate consideration in excess of any class of Capital Stock of the Borrower except for transactions (including$10.0 million, 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 an opinion as to the Borrower fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal 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 Affiliateinvestment banking firm of national standing; provided that the fairnesswith respect to any contracts or agreements, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions may such dollar amounts shall be determined on the basis of the terms of the series of related transactions taken as a wholewith respect to annual consideration under such contracts or agreements. This covenant The foregoing provisions shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower (including directors who are employees), (bi) 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as agreement in effect on the date 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 any of this Agreementits Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (iii) transactions between or among the Company and/or its Restricted Subsidiaries, (iv) any transaction in connection with a Securitization and (v) Restricted Payments that are permitted by Section 4.09.

Limitations on Transactions with Affiliates. The Borrower will Company shall not, and will shall the Company permit any of its Subsidiaries to, enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person (each, an “Affiliate Transaction”) other than (a) advances of working capital to the Company or a Subsidiary Guarantor, (b) transfers of cash and assets to the Company or a Subsidiary Guarantor, (c) intercompany transactions expressly permitted by this Indenture, (d) reasonable compensation and reimbursement of expenses of officers and directors, (e) Affiliate Transactions in existence on the date of this Indenture, (f) transactions pursuant to the Shared Services Agreements; provided that (i) the aggregate consideration payable by the Company and its Subsidiaries during any fiscal year shall not exceed $420,000 and (ii) such transactions shall be permitted only if not otherwise prohibited by this Indenture, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arms-length transaction with a Person other than an officer, director or Affiliate; provided that for purposes of this clause (g), for any such Affiliate Transaction involving aggregate consideration in excess of $5,000,000 (i) other than for any financing that is provided by an Affiliate to the Company or its Subsidiaries and not secured by a Lien on Collateral that is senior to or pari passu with the Lien securing the Notes Obligations, a fairness opinion shall have been provided by a nationally recognized appraisal or investment banking firm with respect to such Affiliate Transaction (with a copy thereof made available to the Holders upon their request) and (ii) 100% of the aggregate consideration payable to the Company and its Subsidiaries with respect to such Affiliate Transaction shall be paid in cash or Cash Equivalents; provided further that notwithstanding the foregoing, the Company shall not, nor shall the Company permit any of its Subsidiaries to, directly or indirectly, enter into any transaction after Affiliate Transaction with respect to any of the date of this Agreement Specified Assets unless (including, without limitation, the sale, purchase x) a fairness opinion shall have been provided by a nationally recognized appraisal or lease of any assets or properties or the rendering of any services) involving aggregate consideration investment banking firm with respect to such transaction in excess of $1 million Affiliate Transaction (with any Affiliate or holder of 5a copy thereof made available to the Holders upon their request) and (y) 100% 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 aggregate consideration payable to the Borrower Company and its Subsidiaries with respect to such Affiliate Transaction shall be paid in cash or such SubsidiaryCash Equivalents. Other than amounts under the Shared Services Agreements, as the case may beNotes and the Credit Agreement, and are at least as favorable as the terms which could be obtained aggregate consideration payable 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 Company and arm's-length nature of the terms of its Subsidiaries pursuant to all Affiliate Transactions during any transaction which is part of a series of related transactions may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant fiscal year shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xxexceed $10,500,000., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction after the date or series of this Agreement related transactions (including, including without limitation, the sale, purchase purchase, exchange or lease of any assets assets, property or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower Company (except for that the Company and any of its Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (including, subject to subsection 7.4, any loans i) such transactions or advances by or to, or guarantee series of related transactions is on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable no less favorable to the Borrower Company or such Subsidiary, as the case may be, than would be available in a comparable transaction in an arm's length dealing with a Person that is not such an Affiliate or, in the absence of such a comparable transaction, on terms that the relevant Board of Directors determines in good faith would be offered to a Person that is not an Affiliate; (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $250,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and are at least as favorable as has been approved by a majority of the terms which could be obtained by Disinterested Directors of the Borrower relevant Board of Directors of the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis ; and (iii) with Persons who are not such a holder or Affiliate; provided that the fairness, reasonableness and arm's-length nature of the terms of respect to any transaction which is part of a or series of related transactions may be determined on transaction involving aggregate payments in excess of $1,000,000, or in the basis event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions taken as for which approval is required and (y) in all other cases, the Company delivers to the Trustee a wholewritten opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view. This covenant shall The limitations set forth in this paragraph will not apply to (ai) transactions entered into pursuant to any agreement already in effect on the payment of reasonable Issue Date and customary regular fees any renewals or extensions thereof not involving modifications materially adverse to directors of the Borrower Company or a Subsidiary of the Borrower (including directors who are employees)any Subsidiary, (bii) normal banking relationships with an Affiliate on an arms' length basis, (iii) any transaction between employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Borrower and Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the terms Board of which are not unfair Directors of the Company or unreasonable to such Subsidiary (including a majority of the BorrowerDisinterested Directors), as the case may be, (civ) any Restricted Payment or Permitted Payment, and (v) any Restricted Payment transaction or series of transactions in which the total amount involved does not otherwise prohibited by subsection 7.4 exceed $125,000, or (dvi) equipment services rendered and real property lease transactions with and loans obligations incurred by the Company or any of its Subsidiaries pursuant to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the existing agreements or agreements between the Borrower and Georxx X. Xxxxx, XxCompany and/or any of its Subsidiaries., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit Neither the Company nor any of its Subsidiaries towill, directly or indirectly, enter into or permit to exist any transaction after the date of this Agreement (including, without limitation, the purchase, sale, purchase lease or lease exchange of any assets or properties property or the rendering of any servicesservice) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more for the benefit of any class of Capital Stock its Affiliates (other than transactions between the Company and a Wholly Owned Subsidiary of the Borrower except for transactions Company or among Wholly Owned Subsidiaries of the Company) (includingan "Affiliate Transaction"), subject to subsection 7.4, any loans or advances by or to, or guarantee other than Affiliate Transactions on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as no less favorable as the terms which could be than those that might reasonably have been 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 from a person that is not such a holder or an Affiliate; provided provided, however, that the fairness, reasonableness and arm's-length nature of the terms of any for a transaction which is part of a or series of related transactions may involving value of $1,000,000 or more, such determination will be determined on the basis made in good faith by a majority of members of the terms Board of Directors of the Company and by a majority of the disinterested members of the Board of Directors of the Company, if any; provided, further, that for a transaction or series of related transactions taken as involving value of $5,000,000 or more, the Board of Directors of the Company has received an opinion from a wholenationally recognized investment banking firm that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Subsidiary. This covenant shall The foregoing restrictions will not apply to (a1) the payment of reasonable and customary regular directors' fees, indemnification and similar arrangements and payments thereunder, (2) any obligations of the Company under the Financial Monitoring and Oversight Agreements or any employment agreement, noncompetition or confidentiality agreement with any officer of the Company (provided that each amendment of any of the foregoing agreements shall be subject to the limitations of this covenant), (3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and expenses paid to any of the Purchasers and their Affiliates, (4) any Restricted Payment permitted to be made pursuant to the covenant described under Section 6.04, (5) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the board of directors of the Borrower Company, (6) loans or a Subsidiary advances to employees in the ordinary course of business of the Borrower (including directors who are employees), (b) any transaction between the Borrower and Company or any of its Subsidiaries consistent with past practices, (7) fees to Hickx Xxxe, as described in the terms Note Offering Memorandum of which are not unfair or unreasonable the Company dated March 19, 1997 relating to the Borrower, Senior Subordinated Notes and (c) any Permitted Payment, and any Restricted Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on 8) the date issuance of this Agreement, indebtedness Capital Stock of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, XxCompany (other than Disqualified Stock)., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit any 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 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 may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower 72 67 and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit Neither the Company nor any of its Subsidiaries towill, directly or indirectly, enter into or permit to exist any transaction after the date of this Agreement (including, without limitation, the purchase, sale, purchase lease or lease exchange of any assets or properties property or the rendering of any servicesservice) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more for the benefit of any class of Capital Stock its Affiliates (other than transactions between the Company and a Wholly Owned Subsidiary of the Borrower except for transactions Company or among Wholly Owned Subsidiaries of the Company) (includingan "Affiliate Transaction"), subject to subsection 7.4, any loans or advances by or to, or guarantee other than Affiliate Transactions on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as no less favorable as the terms which could be than those that might reasonably have been 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 from a Person that is not such a holder or an Affiliate; provided provided, however, that the fairness, reasonableness and arm's-length nature of the terms of any for a transaction which is part of a or series of related transactions may involving value of $1,000,000 or more, such determination will be determined on the basis made in good faith by a majority of the terms members of the Board of Directors of the Company and by a majority of the disinterested members of the Board of Directors of the Company, if any; provided, further, that for a transaction or series of related transactions taken as involving value of $5,000,000 or more, the Board of Directors of the Company has received an opinion from a wholenationally recognized investment banking firm that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Subsidiary. This covenant shall The foregoing restrictions will not apply to (a1) the payment of reasonable and customary regular fees to directors directors' fees, indemnification and similar arrangements and payments thereunder, (2) any obligations of the Borrower or a Subsidiary Company under the Financial Monitoring and Oversight Agreements (provided that each amendment of any of the Borrower (including directors who are employees)foregoing agreements shall be subject to the limitations of this covenant) or any employment agreement, noncompetition or confidentiality with any officer of the Company, (b3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and expenses paid to BT Securities Corporation and its Affiliates, (4) any transaction between Restricted Payment permitted to be made pursuant to Section 4.03, (5) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the Borrower funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company, (6) loans or advances to employees in the ordinary course of business of the Company or any of its Subsidiaries consistent with past practices, (7) payments made in connection with the Osboxx Xxxuisition, the Osboxx Xxx-on Acquisitions, the Osboxx Xx. Myerx Xxxposition and the Pending Acquisitions, including fees to Hickx Xxxe as all such terms of which are not unfair or unreasonable defined in that certain Offering Memorandum dated February 14, 1997 relating to the Borrower, (c) any Permitted PaymentSecurities, and any Restricted Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on 8) the date issuance of this Agreement, indebtedness Capital Stock of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, XxCompany (other than Disqualified Capital Stock)., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, directly or indirectly, conduct any business or enter into into, renew, extend or permit to exist any transaction after the date or series of this Agreement related transactions (includingincluding any purchase, without limitation, the sale, purchase lease or lease other exchange of any assets or properties property or the rendering of any servicesservice) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate that is not either (a) Parent or holder one 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 toParent's Restricted Subsidiaries, or guarantee (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on behalf of, any Affiliate or holder) made in good faith fair and reasonable terms (taking all related transactions into account and considering the terms of which are fair and reasonable such related transactions in their entirety) substantially as favorable to the Borrower Parent or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which could would be obtained by the Borrower or such Subsidiary, as the case may be, available in a comparable arm's length transaction made on with a Person that is not an arm's-length basis with Persons who are not such a holder or Affiliate; provided that . Notwithstanding the fairnessforegoing, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions may be determined on the basis of the terms of the series of related transactions taken as a whole. This restrictions set forth in this covenant shall not apply to (ai) Investments in Unrestricted Subsidiaries permitted by Section 6.6; (ii) the payment of reasonable and customary regular fees to directors of the Borrower a Loan Party or a Restricted Subsidiary of the Borrower (including directors such Loan Party who are employees)not employees of such Loan Party; (iii) loans and advances permitted hereby to officers and employees of a Loan Party and its respective Restricted Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the ordinary course of business of a Loan Party and its Restricted Subsidiaries; (biv) any other transaction between the Borrower and with any employee, officer or director of a Loan Party or any of its Restricted Subsidiaries pursuant to employee benefit, compensation or indemnification arrangements entered into in the terms ordinary course of which are not unfair business and approved by, as applicable, the Board of Directors of such Loan Party or unreasonable to the Borrower, (c) any Permitted Payment, and any Board of Directors of such Restricted Payment not otherwise prohibited Subsidiary permitted by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement; and (v) non-exclusive licenses of patents, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement copyrights, trademarks, trade secrets and the agreements between the Borrower and Georxx X. Xxxxx, Xxother intellectual property., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit any 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 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 may be determined on the basis of the terms of the series of related transactions taken as a whole. This covenant shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement, the Consulting Agreement and the agreements between the Borrower and Georxx Robexx X. Xxxxx xxx Stock Transfer Agreements between the Borrower and each of Robexx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx Jamex X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, 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 after transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the date benefit of, any Affiliate (each of this Agreement the foregoing, an "Affiliate Transaction"), unless --------------------- (including, without limitation, i) such Affiliate Transaction is on terms that are no less favorable to the sale, purchase or lease of any assets or properties Company or the rendering 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 and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of any services) related Affiliate Transactions involving aggregate consideration with respect to such transaction in excess of $1 million 10.0 million, a Board Resolution of the Company that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company and (b) with respect to any Affiliate Transaction or holder series of 5% or more related Affiliate Transactions involving aggregate consideration in excess of any class of Capital Stock of the Borrower except for transactions (including$25.0 million, 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 an opinion as to the Borrower fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal 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 Affiliateinvestment banking firm of national standing; provided that the fairnesswith respect to any -------- contracts or agreements, reasonableness and arm's-length nature of the terms of any transaction which is part of a series of related transactions may such dollar amounts shall be determined on the basis of the terms of the series of related transactions taken as a wholewith respect to annual consideration under such contracts or agreements. This covenant The foregoing provisions shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower (including directors who are employees), (bi) 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as agreement in effect on the date 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 any of this Agreementits Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (iii) transactions between or among the Company and/or its Restricted Subsidiaries, (iv) any transaction in connection with a Securitization and (v) Restricted Payments that are permitted by Section 4.09.

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction after the date or series of this Agreement related transactions (including, including without limitation, the sale, purchase purchase, exchange or lease of any assets assets, property or properties or the rendering of any services) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more of any class of Capital Stock of the Borrower Company (except for that the Company and any of its Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Company without limitation under this covenant) unless: (including, subject to subsection 7.4, any loans i) such transactions or advances by or to, or guarantee series of related transactions is on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable no less favorable to the Borrower Company or such Subsidiary, as the case may be, than would be available in a comparable transaction in an arm's length dealing with a Person that is not such an Affiliate or, in the absence of such a comparable transaction, on terms that the relevant Board of Directors determines in good faith would be offered to a Person that is not an Affiliate; (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $250,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of transactions complies with clause (i) above and are at least as favorable as has been approved by a majority of the terms which could be obtained by Disinterested Directors of the Borrower relevant Board of Directors of the Company or such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis ; and (iii) with Persons who are not such a holder or Affiliate; provided that the fairness, reasonableness and arm's-length nature of the terms of respect to any transaction which is part of a or series of related transactions may be determined on transaction involving aggregate payments in excess of $1,000,000, or in the basis event that no members of the Board of Directors are Disinterested Directors with respect to any transaction or series of transactions included in clause (ii), (x) in the case of a transaction involving real property, the aggregate rental or sale price of such real property shall be the fair market sale or rental value of such real property as determined in a written opinion by a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of related transactions taken as for which approval is required and (y) in all other cases, the Company delivers to the Trustee a wholewritten opinion of a nationally recognized expert with experience in appraising the terms and conditions of the type of transaction or series of transactions for which approval is required to the effect that the transaction or series of transactions are fair to the Company or such Subsidiary from a financial point of view. This covenant shall The limitations set forth in this paragraph will not apply to (ai) transactions entered into pursuant to any agreement already in effect on the payment of reasonable Issue Date and customary regular fees any renewals or extensions thereof not involving modifications materially adverse to directors of the Borrower Company or a Subsidiary of the Borrower (including directors who are employees)any Subsidiary, (bii) normal banking relationships with an Affiliate on an arms' length basis, (iii) any transaction between employment agreement, stock option, employee benefit, indemnification, compensation, business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Borrower and Company or any of its Subsidiaries which agreement, arrangement or plan was adopted by the terms Board of which are not unfair Directors of the Company or unreasonable to such Subsidiary (including a majority of the BorrowerDisinterested Directors), as the case may be, (civ) any permitted Restricted Payment or Permitted Payment, and (v) any Restricted Payment transaction or series of transactions in which the total amount involved does not otherwise prohibited by subsection 7.4 exceed $125,000, or (dvi) equipment services rendered and real property lease transactions with and loans obligations incurred by the Company or any of its Subsidiaries pursuant to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the existing agreements or agreements between the Borrower and Georxx X. Xxxxx, XxCompany and/or any of its Subsidiaries., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.

Limitations on Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into any transaction after the date of this Agreement (including, without limitation, the purchase, sale, purchase lease or lease exchange of any assets or properties property or the rendering of any servicesservice) involving aggregate consideration with respect to such transaction in excess of $1 million with any Affiliate or holder of 5% or more for the benefit of any class of Capital Stock its Affiliates (other than transactions between the Company and a Wholly Owned Subsidiary of the Borrower except for transactions Company or among Wholly Owned Subsidiaries of the Company) (includingan "Affiliate Transaction"), subject to subsection 7.4, any loans or advances by or to, or guarantee other than Affiliate Transactions on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable to the Borrower or such Subsidiary, as the case may be, and are at least as no less favorable as the terms which could be than those that might reasonably have been 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 from a Person that is not such a holder or an Affiliate; provided provided, however, that the fairness, reasonableness and arm's-length nature of the terms of any for a transaction which is part of a or series of related transactions may involving value of $2,000,000 or more, such determination will be determined on the basis made in good faith by a majority of the terms members of the board of directors of the Company and by a majority of the disinterested members of the board of directors of the Company, if any; provided, further, that for a transaction or series of related transactions taken as involving value of $10,000,000 or more, the board of directors of the Company has received an opinion from a wholenationally recognized investment banking firm that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Subsidiary. This covenant shall The foregoing restrictions will not apply to (a1) the payment of reasonable and customary regular fees to directors directors' fees, indemnification and similar arrangements and payments thereunder, (2) any obligation of the Borrower or a Subsidiary Company under the Monitoring and Oversight Agreements (provided that each amendment of any of the Borrower (including directors who are employees)foregoing agreements shall be subject to the limitations of this covenant) or any employment, noncompetition or confidentiality agreement with any officer of the Company, (b3) reasonable and customary investment banking, financial advisory, commercial banking and similar fees and expenses paid to BT Securities Corporation and its Affiliates, (4) any transaction between Restricted Payment permitted to be made pursuant to Section 4.03, (5) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the Borrower funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of the Company, (6) loans or advances to employees in the ordinary course of business of the Company or any of its Subsidiaries the terms of which are not unfair or unreasonable to the Borrowerconsistent with past practices, (c7) payments made in connection with any Permitted Paymentacquisitions or dispositions by the Company and its Subsidiaries which acquisitions and dispositions are disclosed in the Offering Memorandum, including fees to Hickx Xxxe, and any Restricted Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on 8) the date issuance of this Agreement, indebtedness Capital Stock of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.Company (other than Disqualified Capital Stock). 48 -41-

Limitations on Transactions with Affiliates. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, makeany payment to, or sell, lease, transfer or otherwise dispose of any of its Subsidiaries properties or assets to, directly orpurchase any property or indirectlyassets from, or enter into or make or amend any transaction after transaction, contract,agreement, understanding, loan, advance or guarantee with, or for the date benefit of, any Affiliate of this Agreement theBorrower (includingeach of the foregoing, without limitation, the sale, purchase or lease of any assets or properties or the rendering of any servicesan “Affiliate Transaction”) involving aggregate consideration with respect to such transaction payments orconsideration in excess of $1 million with any 10.0 million, unless (i) such 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 Transaction is on behalf of, any Affiliate or holder) made in good faith the terms of which that are fair and reasonable notmaterially less favorable to the Borrower or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be relevant Restricted Subsidiary than those that wouldhave been obtained in a comparable transaction by the Borrower or such SubsidiaryRestricted Subsidiary with anunrelated Person and (ii) the Borrower delivers to the Agent with respect to any Affiliate Transaction orseries of related Affiliate Transactions involving aggregate payments or consideration in excess of $25.0million, as a Board Resolution adopted by 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 majority of the terms of any transaction which is part of a series of related transactions may be determined on the basis members of the terms Board of the series Directors of related transactions taken as a whole. This covenant theBorrower approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying thatsuch Affiliate Transaction complies with subclause (i) above.(b) The limitations set forth in clause (a) of this Section 6.05 shall not apply to (ato:(i) transactions between or among the Borrower or any of the RestrictedSubsidiaries;(ii) Restricted Payments that are permitted by the provisions of Section 6.04 andPermitted Investments;(iii) the payment of reasonable and customary regular fees to directors paid to, and indemnities providedon behalf of, officers, directors, managers, employees or consultants of the Borrower, any of itsdirect or indirect parent companies or any Restricted Subsidiary;(iv) [Reserved];(v) transactions in which the Borrower or any Restricted Subsidiary, as the casemay be, delivers to the Agent a Subsidiary of letter from an Independent Financial Advisor stating that suchtransaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view ormeets the requirements of subclause (including directors who are employees), (ba)(i) 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.Section 6.05;-101-

Limitations on Transactions with Affiliates. The Borrower Company will not, and will not permit any of its Restricted Subsidiaries to, directly make any payment to, or indirectlysell, 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 after transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the date benefit of, any Affiliate (each of this Agreement the foregoing, an "AFFILIATE TRANSACTION"), unless (including, without limitation, i) such Affiliate Transaction is on terms that are no less favorable to the sale, purchase or lease of any assets or properties Company or the rendering 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 and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of any services) related Affiliate Transactions involving aggregate consideration with respect to such transaction in excess of $1 million 5.0 million, a Board Resolution of the Company that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company and (b) with respect to any Affiliate Transaction 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 may Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; PROVIDED that with respect to any contracts or agreements, such dollar amounts shall be determined on the basis of the terms of the series of related transactions taken as a wholewith respect to annual consideration under such contracts or agreements. This covenant The foregoing provisions shall not apply to (a) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower (including directors who are employees), (bi) 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 Payment not otherwise prohibited by subsection 7.4 or (d) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness of the shareholders of the Borrower outstanding on the date of this Agreement and the agreements between the Borrower and Georxx X. Xxxxx, Xx., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as agreement in effect on the date 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 any of this Agreementits Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (iii) transactions between or among the Company and/or its Restricted Subsidiaries, (iv) any transaction in connection with a Securitization and (v) Restricted Payments that are permitted by Section 4.08.

Limitations on Transactions with Affiliates. (a) The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into any transaction after the date or series of this Agreement related transactions (including, without limitation, the purchase, sale, purchase lease or lease exchange of any assets or properties property or the rendering of any servicesservice) with, or for the benefit of, any of its Affiliates (each an "Affiliate Transaction"), other than (x) Affiliate Transactions permitted under paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate consideration payments or other property with respect to such transaction a fair market value in excess of $1 2.5 million with any Affiliate or holder shall be approved by the Board of 5% or more of any class of Capital Stock Directors 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 Company or such Restricted Subsidiary, as the case may be, and are at least as favorable as such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the terms which could be obtained by foregoing provisions. If the Borrower 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 $5.0 million, the Company or such Restricted Subsidiary, as the case may be, in shall, prior to the consummation thereof, obtain a comparable favorable opinion as to the fairness of such 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 to the Company or the relevant Restricted Subsidiary, as the case may be determined on be, from a financial point of view, from an Independent Financial Advisor and file the basis of same with the terms of the series of related transactions taken as a wholeTrustee. This covenant (b) The restrictions set forth in clause (a) shall not apply to (ai) the payment of reasonable fees and customary regular fees compensation paid to directors and indemnity provided on behalf of, officers, directors, employees or consultants of the Borrower Company or a any Restricted Subsidiary of the Borrower Company as determined in good faith by the Company's Board of Directors or senior management; (including directors who are employees), (bii) any transaction transactions exclusively between or among the Borrower Company and any of its Restricted Subsidiaries the terms of which or exclusively between or among such Restricted Subsidiaries, provided such transactions are not unfair or unreasonable to the Borrower, (c) any Permitted Payment, and any Restricted Payment not otherwise prohibited by subsection 7.4 the Indenture; (iii) Restricted Payments permitted by the Indenture; (iv) payments made pursuant to the Management Agreement; (v) loans and advances (or (dguarantees of third party loans) equipment and real property lease transactions with and loans to Equipment Leasing Partners, a North Carolina general partnership, outstanding on the date of this Agreement, indebtedness officers or employees of the shareholders Company or any of its Restricted Subsidiaries in the ordinary course of business not to exceed $750,000 at any time outstanding; (vi) any employment agreement, collective bargaining agreement, employee benefit plan, related trust agreement, indemnification agreement, benefit plan or similar plan (including arrangements made with respect to bonuses) for the benefit of directors, officers or employees of the Borrower outstanding on Company or any of its Restricted Subsidiaries entered into in the date ordinary course of this business; and (vii) the transactions and payments contemplated by any agreement as in effect as of the Issue Date (including without limitation, the Merger Agreement and the agreements between the Borrower and Georxx X. Xxxxx, XxStockholders' Agreement). SECTION 4.12., Xxvix X. Xxxxx xxx Robexx X. Xxxxx, xx each case as in effect on the date of this Agreement.