Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit permit, cause or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactionstransactions which are similar or part of a common plan) involving in with or for the aggregate $1,000,000 or more with any Affiliate except for (i) the making benefit of any Restricted Payment, (ii) of their respective Affiliates or any transaction or series beneficial holder of transactions between the Company and one 10% or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Common Stock of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors officer or director of the Company in good faith shall have approved (each, an "Affiliate Transaction"), unless the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyAffiliate Transaction are set forth in writing, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) and are fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5 million shall be approved by a majority of the Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions. In addition to the foregoing, each Affiliate Transaction involving aggregate consideration of $10 million or more shall be approved by a majority of the Disinterested Directors; provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. In addition, a Restricted Affiliate shall not enter into any transaction (or series of related transactions which are similar or part of a common plan) with or for the benefit of the Other Partner, unless the terms of such transaction or transactions are in writing, and are fair and reasonable to such Restricted Affiliate. For purposes of this covenant, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (bi) upon terms which would be obtainable transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date, (iii) transactions among any of the Company or the Restricted Subsidiaries, on the one hand, and any of the Restricted Affiliates, on the other hand, provided that such transactions are in the ordinary course of business and are related to or in furtherance of a Permitted Business, (iv) dividends paid by the Company pursuant to and in compliance with this Section 10.13, (v) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or a Restricted Subsidiary in a comparable arm's-length transaction employee benefit arrangements or legal fees and (vi) grants of customary registration rights with a Person which is not an Affiliaterespect to securities of the Company.

Limitation on Transactions with Affiliates. The Company Parent shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any business or enter into, renew, extend or permit to exist any transaction or series of related transactions (including any purchase, sale, lease or other exchange of property or the rendering of any service) with any Affiliate upon that is not either (a) Parent or one of Parent’s Restricted Subsidiaries or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on fair and reasonable terms which (taking all related transactions into account and considering the terms of such related transactions in their entirety) substantially as favorable to Parent or such Restricted Subsidiary, as the case may be, as would be any less favorable than those obtainable by the Company or a Restricted Subsidiary available in a comparable arm'sarm’s-length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the foregoing, and the restrictions set forth in this covenant shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for apply to (i) the making of any Restricted Payment, Investments in Unrestricted Subsidiaries permitted by Section 8.06; (ii) any transaction the payment of reasonable and customary regular fees to directors of an Obligor or series a Restricted Subsidiary of transactions between such Obligor who are not employees of such Obligor; (iii) loans and advances permitted hereby to officers and employees of an Obligor and its respective Restricted Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the Company ordinary course of business of an Obligor and one or more of its Restricted Subsidiaries Subsidiaries; (iv) any other transaction with any employee, officer or between two director of an Obligor or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for benefit, compensation or indemnification arrangements entered into in the personal services ordinary course of officersbusiness and approved by, directors and employees of the Company or any of its Restricted Subsidiariesas applicable, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore such Obligor or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Subsidiary permitted by this Agreement; and (bv) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm'snon-length transaction with a Person which is not an Affiliateexclusive licenses of Intellectual Property.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate upon terms which would be (other than Holdings, the Borrower or any less favorable than those obtainable by the Company other Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction), unless such transaction is upon terms no less favorable to Holdings, the Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm'sarm’s-length transaction with a Person which that is not an Affiliate. The Company shall not, and ; provided that the foregoing restriction shall not permit any Restricted Subsidiary apply to, engage in any transaction : (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (iia) any transaction or series of transactions otherwise permitted by this Section 6 between the Company Borrower and any one or more of its Restricted Subsidiaries of the Borrower or between two or more of its among Restricted Subsidiaries (provided that no more than 5% of the equity interest in any Borrower; (b) reasonable and customary fees and out-of-pocket costs paid to, and indemnities provided on behalf of, members of its Restricted Subsidiaries is owned by an Affiliatethe board of directors (or similar governing body), officers, employees and consultants (iiiincluding those with respect of New Media) of Holdings and its Subsidiaries; (c) compensation and severance arrangements for officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements; (d) transactions described in Schedule 6.9; (e) the payment of compensation management, incentive or other fees and expenses set forth in the Management Agreement; (includingf) Restricted Payments permitted by Section 6.6, without limitationInvestments permitted by Section 6.7 and transactions permitted by Section 6.4, amounts paid pursuant to employee benefit plans(g) for payments made by Holdings, the personal services of officers, directors and employees of the Company Borrower or any of its the Restricted Subsidiaries, so long as the Board Subsidiaries pursuant to any tax sharing agreements with New Media or any other direct or indirect parent of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than Holdings to the Company extent attributable to the ownership or any operation of its Holdings, the Borrower and the Restricted SubsidiariesSubsidiaries and (h) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined digital media services provided to operating Subsidiaries controlled by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSponsor.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of Property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate upon terms which would be any less favorable than those obtainable by of the Company or a any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an "Affiliate Transaction") unless: (i) such business, transaction or series of related transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction between unaffiliated parties; and (ii) with respect to an Affiliate Transaction involving an amount or having a Person which is not value in excess of $500,000, the Company delivers to the Trustee an Affiliate. The Company shall notOfficers' Certificate stating that such business, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more transactions complies with any Affiliate except for clause (i) above. In the making case of any Restricted Paymentan Affiliate Transaction involving an amount or having a value in excess of $3,000,000 but less than or equal to $10,000,000, (ii) any transaction or series of transactions between the Company and one or more must obtain a Board Resolution of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors (including a majority of Disinterested Directors, if any) certifying that such Affiliate Transaction complies with clause (i) above. In the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) case of an interest in a Restricted Investment, Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,00010,000,000, such Asset Sale or transfer of interest in the Company must obtain a Restricted Investment is for fair value as determined by an written opinion of a nationally recognized investment banking firm filed with or other expert stating that the Trusteetransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoingThe foregoing limitation does not limit, this provision and shall not prohibit apply to, (1) any such transaction which is determined by or series of related transactions pursuant to the independent terms of the Permitted Affiliate Agreements, (2) Restricted Payments and Permitted Investments permitted under this Indenture and payments made solely in Qualified Capital Interests of the Company that would be Restricted Payments if they were not excluded from the definition of Restricted Payments pursuant to clause (a) of the definition of Restricted Payments, (3) the payment of reasonable and customary fees and indemnities to members of the Board of Directors of the CompanyCompany or a Restricted Subsidiary who are outside directors, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with 4) the Trustee) payment of reasonable and customary compensation and indemnities to be (a) in the best interests officers and employees of the Company or such any Restricted SubsidiarySubsidiary as determined by the Board of Directors thereof in good faith, and (b5) upon terms which would any transaction pursuant to a written agreement, arrangement or understanding with any Joint Venture Company; provided, however, that any Capital Interest or Debt of such Joint Venture Company that is beneficially owned by an Affiliate of the Company shall only be obtainable beneficially owned by the Company or a Wholly-Owned Restricted Subsidiary of the Company. In addition, for purposes of this Section 4.10, any transaction or series of related transactions between the Company or any Restricted Subsidiary and an Affiliate of the Company that is approved by a majority of the Disinterested Directors, if any, shall be deemed to comply with clause (i) above. Notwithstanding the provisions of this Section 4.10, the Company and its Restricted Subsidiaries are permitted to consummate the Transactions and to pay fees in a comparable arm's-length transaction connection with a Person which is not an Affiliatethe consummation of the Transactions.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary or Permitted Joint Venture to, engage in directly or indirectly, enter into, amend or permit or suffer to exist any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) with or for the personal services benefit of officers, directors and employees of the Company or any of its Restricted SubsidiariesAffiliates (an "Affiliate Transaction") other than any Affiliate Transaction or Affiliate Transactions that are on terms that are fair and reasonable to the Company and no less favorable to the Company than those that might reasonably have been obtained at such time in a comparable transaction by the Company on an arm's-length basis from a Person that is not an Affiliate; PROVIDED, so long as HOWEVER, that such determination shall be made in good faith by a majority of the members of the Board of Directors and by a majority of the Company in good faith disinterested members of the Board of Directors; PROVIDED, FURTHER, HOWEVER, that for a transaction or series of related transactions involving value of $5,000,000 or more, the Board of Directors shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Salereceived, or a sale, transfer or other disposition (other than prior to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investmentconsummation thereof, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of from a nationally recognized investment banking firm filed with that such Affiliate Transaction is fair, from a financial point of view, to the TrusteeCompany, such Restricted Subsidiary or Permitted Joint Venture. Notwithstanding the foregoing, this provision The foregoing provisions shall not prohibit or restrict (a) transactions between the Company and a Wholly Owned Restricted Subsidiary or among Wholly Owned Restricted Subsidiaries, (b) Restricted Payments and Permitted Investments made in accordance with Section 4.09, (c) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company and the payment of reasonable and customary compensation for director and Board of Director observer fees, meeting expenses, insurance premiums and indemnities, to the extent permitted by law, (d) any such transaction which is determined employment or option agreement entered into by the independent Company or any Restricted Subsidiary in the ordinary course of business that is approved by the Compensation Committee of the Board of Directors, (e) Affiliate Transactions in existence, or for which rights or agreements are in existence, on the Issue Date, in each case as in effect on the Issue Date; PROVIDED, HOWEVER, that no additional payments shall be made with respect thereto without the approval of a majority of the members of the Board of Directors and a majority of the disinterested members of the Board of Director, (f) channel leases and options with Affiliates entered into after the Issue Date provided such leases are no less beneficial to the Company or the applicable Subsidiary than any such leases in effect on the Issue Date, and are approved by a majority of the Board of Directors, (g) amendments to or renewals of the agreements and leases referred to in clause (f) of this sentence; PROVIDED, HOWEVER, that any such amendments or renewals are no less beneficial to the Company or applicable Restricted Subsidiary than the agreement or lease being amended or renewed and are approved by a majority of the Board of Directors and (h) the issuance of stock options (and shares of stock upon the exercise thereof) pursuant to any stock option plan approved by the Board of Directors and shareholders of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.

Limitation on Transactions with Affiliates. The Company (a) LNR shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not enter into or permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the personal services of officersbenefit of, directors and employees of the Company or any of its Restricted SubsidiariesAffiliates (each an “Affiliate Transaction”), so long as other than (x) Permitted Affiliate Transactions and (y) Affiliate Transactions on terms that are no less favorable to LNR or such Subsidiary than those that might reasonably have been obtained or are obtainable in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of LNR or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan), other than Permitted Affiliate Transactions, involving aggregate payments or other property with a fair market value in excess of $5.0 million must be approved by the Board of Directors of LNR (or, in the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Salecase of transactions with Lennar Corporation, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in , by a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members committee of the Board of Directors of LNR composed entirely of directors who are not officers or directors of Lennar Corporation, or any of its Subsidiaries,) or the CompanyBoard of Directors of LNR’s Subsidiary, in their reasonable, good faith judgment (as the case may be. Such Board of Director’s approval is to be evidenced by a Board Resolution filed stating that such Board of Directors (including a majority of the directors who do not have any interest in the Affiliate Transaction) has determined that such transaction complies with the Trustee) foregoing provisions. In addition, if LNR or any Subsidiary of LNR enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan), other than Permitted Affiliate Transactions, involving aggregate payments or other property with a fair market value in excess of $7.5 million, LNR or such Subsidiary, as the case may be, shall, prior to the consummation of that transaction or transactions, obtain a favorable opinion as to the fairness of such transaction or transactions to LNR or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor, except that a fairness opinion will not be (a) required for Additional Partnership Transactions between LNR or any of LNR’s Subsidiaries and Lennar Corporation, or any of its Subsidiaries, that in the best interests of the Company aggregate involve payments or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction other property with a Person which is not an Affiliatefair market value of $50 million or less during the entire period that Notes are outstanding.

Limitation on Transactions with Affiliates. The Company shall not, not and shall not permit any Restricted Subsidiary of its Subsidiaries to, engage directly or indirectly, in one transaction or a series of related transactions, sell, lease, transfer or otherwise dispose of any transaction with of its properties or assets to, or purchase any property or assets from or enter into any contract, agreement, understanding, loan advance or guarantee with, or for the benefit of, any Affiliate upon (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms which would be any that are no less favorable to the Company or the relevant Subsidiary than those obtainable that would have been obtained in a comparable transaction by the Company or a Restricted such Subsidiary in a comparable arm's-length transaction with a an unrelated Person which is not an Affiliate. The and (ii) the Company shall not, and shall not permit delivers to the Trustee (a) with respect to any Restricted Subsidiary to, engage in any transaction Affiliate Transaction (or series of related transactions) involving aggregate payments in the aggregate excess of $1,000,000 or more 5.0 million but less than $10.0 million, an Officers’ Certificate certifying that such Affiliate Transaction complies with any Affiliate except for clause (i) above and a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by a vote of a majority of the making Independent Directors approving such Affiliate Transaction or, if at the time fewer than four Independent Directors are then in office, a Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted unanimously by the Company’s Board of Directors and (b) with respect to any Restricted Payment, Affiliate Transaction (ii) any transaction or series of transactions between related transactions) involving aggregate payments of $10.0 million or more, the certificates described in the preceding clause (a) and an opinion as to the fairness to the Company and one or more such Subsidiary from a financial point of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned view issued by an Affiliate)Independent Financial Advisor; provided, and however, that (iiiu) the payment of compensation Management Agreements, (including, without limitation, amounts paid pursuant to employee benefit plansv) for the personal services of officers, directors and employees of any employment agreement entered into by the Company or any of its Restricted Subsidiaries, so long as Subsidiaries in the Board ordinary course of Directors of the Company in good faith shall have approved the terms thereof business and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed consistent with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests past practice of the Company or such Restricted Subsidiary, (w) transactions exclusively between or among the Company and/or its Subsidiaries, (x) the payment of up to $2.0 million per fiscal year pursuant to the Servicing Agreement, (y) payments to Parent under the Tax Sharing Agreement and (z) transactions pursuant to the Asphalt Agreements shall not be deemed to be Affiliate Transactions. Notwithstanding the foregoing proviso, the Company shall not and shall not permit any of its Subsidiaries to pay any of its employees total annual compensation in excess of $350,000 unless (a) such amount of compensation has been approved by a vote of a majority of the Independent Directors, or (b) upon terms which would such employee’s total annual compensation in effect on the Issue Date exceeded $350,000. Any increase in total compensation over and above the amount previously approved in the case of clause (a) or the employee’s total annual compensation on the Issue Date in the case of clause (b) shall be obtainable approved by a vote of a majority of the Company or a Restricted Subsidiary Independent Directors, other than an increase at the end of any year in a comparable arm's-length transaction with a Person which is not the amount of total compensation by an Affiliateamount equal to the Index Amount for such year.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between (including the purchase, sale, lease or exchange of any property or the rendering of any service), pursuant to which the Company and one or more of its any Restricted Subsidiaries Subsidiary shall receive or between two render value exceeding $1,000,000, with any Affiliate or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Related Person of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition Existing Equity Holders (other than to the Company or any of its a wholly-owned Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors Subsidiary of the Company), unless (i) the terms of such business, transaction or series of related transactions are (A) set forth in their reasonable, good faith judgment writing and (as evidenced by a Board Resolution filed with the TrusteeB) fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon no less favorable to the Company or such Restricted Subsidiary, as the case may be, as terms which that would be obtainable at the time for a comparable transaction or series of related transactions with an unrelated third person and (ii) the disinterested directors of the Board of Directors of the Company have, by resolution, determined in good faith that such business or transaction or series of related transactions meets the criteria set forth in (i) (B) above, which determination shall be conclusive and (iii) with respect to any transaction or series of related transactions otherwise permitted under this paragraph pursuant to which the Company or a any Restricted Subsidiary shall receive or render value exceeding $15,000,000, such transaction or series of related transactions shall not be permitted unless, prior to consummation thereof, the Company shall have received an opinion, from an independent nationally recognized firm experienced in the appraisal or similar review of similar types of transactions, that such transaction or series of related transactions is on terms which are fair, from a comparable arm's-length transaction with financial point of view, to the Company or such Restricted Subsidiary. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries shall be entitled to provide management services to an Unrestricted Subsidiary whose sole purpose is to develop, construct and operate a Person which new gaming facility, provided that the Company or such Restricted Subsidiary, as the case may be, is not an Affiliatereimbursed by the Unrestricted Subsidiary for all costs and expenses (including without limitation payroll) it incurs in providing such services.

Limitation on Transactions with Affiliates. The Company Borrower shall not, and shall not cause or permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactions) involving in with or for the aggregate $1,000,000 benefit of any of their respective Affiliates or any beneficial holder of 10% or more with of the Equity Interests of Borrower or any Affiliate except for (i) the making officer or director of Borrower or any Restricted PaymentSubsidiary (each an "Affiliate Transaction"), unless such --------------------- Affiliate Transaction is on terms which are no less favorable to Borrower or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party. If such Affiliate Transaction (ii) any transaction or series of transactions between the Company related Affiliate Transactions) involves aggregate payments or other consideration having a Fair Market Value in excess of $15.0 million, Borrower shall not, and one shall not cause or more of its permit any Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% Subsidiary to, enter into such Affiliate Transaction, unless a majority of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed Borrower shall have approved such Affiliate Transaction and determined that such Affiliate Transaction complies with the Trustee) to be (a) foregoing provisions; provided, however, that if such -------- ------- Affiliate Transaction is in the best interests ordinary course of business consistent with the Company past practice of any business of Borrower or such a Restricted Subsidiary, including the High Power Satellite Transmission Business, then there shall be no need to comply with this sentence. In the event that Borrower obtains a written opinion from an Independent Financial Advisor stating that the terms of an Affiliate Transaction are fair, from a financial point of view, to Borrower or the Restricted Subsidiary involved in such Affiliate Transaction, as the case may be, such opinion will conclusively meet the requirements of the first sentence of this paragraph and there shall be no need to comply with the second sentence of this paragraph. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among Borrower and any Restricted Subsidiary or between or among Restricted Subsidiaries; (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of Borrower or any Restricted Subsidiary entered into in the ordinary course of business (including customary benefits thereunder) and payments under any indemnification arrangements permitted by applicable law; (iii) the Basic Documents and the Restructuring Agreements, each as in effect on the Closing Date, including any amendment or extension thereof that does not otherwise violate any other covenant set forth in this Agreement, and any transactions undertaken pursuant to any other contractual obligations in existence on the Closing Date (as in effect on the Closing Date); (iv) the issue and sale by Borrower to its stockholders of Qualified Equity Interests; (v) any Restricted Payments made in compliance with Section 6A.1; (vi) loans and advances to officers, directors and employees of Borrower and the Restricted Subsidiaries for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business and consistent with past business practices; (vii) the Incurrence of intercompany Indebtedness permitted pursuant to clause (d) of the second paragraph of Section 6A.2; (viii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; and (bix) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateRestructuring Transactions.

Limitation on Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors with any Affiliate (including Parent and employees of entities in which the Company or any of its Restricted Subsidiaries, so long as the Board Subsidiaries own a minority interest) or holder of Directors 10% or more of the Company in good faith shall have approved Company's Common Stock (an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms thereof of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is between or among the Company and deemed its Wholly Owned Subsidiaries; or (ii) the services theretofore or thereafter to be performed for terms of such compensation or fees to be Affiliate Transaction are fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than reasonable to the Company or any such Subsidiary, as the case may be, and the terms of its Restricted Subsidiaries) of an interest such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a Restricted Investment, comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount greater or having a value in excess of $5,000,000 which is not permitted under clause (i) above, the Company must obtain a Board Resolution certifying that such Affiliate Transaction complies with clause (ii) above. In transactions with a value in excess of $10,000,000 which are not permitted under clause (i) above (other than $25,000,000, such Asset Sale or transfer loans from the Parent to the Company at a rate not in excess of interest in a Restricted Investment is for fair value the incremental borrowing rate of the Company as determined in good faith by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of or loans from the Company or such Restricted Subsidiaryany Subsidiary to the Parent, and (b) upon terms which would be obtainable in each case at a rate not in excess of the Parent's incremental borrowing rate, as determined in good faith by the Board of Directors of the Company), the Company or must obtain a Restricted Subsidiary in written opinion as to the fairness of such a comparable arm's-length transaction with a Person which is not from an Affiliateindependent investment banking firm.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit permit, cause or suffer any Restricted Subsidiary to, directly or indirectly, conduct any business, sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, loan, advance or Guarantee or engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any other transaction (or series of related transactionstransactions which are similar or part of a common plan) with or for the benefit of any of their respective Affiliates or any beneficial owner of 10% or more of the Common Stock of the Company or any officer or director of the Company or any Subsidiary (each, an "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing and are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party. Each Affiliate Transaction (or series of related Affiliate Transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for payments and/or other consideration having Fair Market Value (i) in excess of $1 million shall be approved by a majority of the making of any Restricted PaymentBoard, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions, (ii) any transaction in excess of $5 million shall further require the approval of a majority of the Disinterested Directors and (iii) in excess of $10 million shall further require that the Company obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction (or series of transactions between related Affiliate Transactions) are fair to the Company or the Restricted Subsidiary, as the case may be, from a financial point of view; provided, that this clause (iii) shall not apply to purchases of goods and/or services in the ordinary course of the Company's business, and one on terms no less favorable to the Company than those customarily granted to purchasers of such goods and/or services, from Paradyne Corporation or Xylan Corporation. For purposes of this Section 10.14, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction with an unaffiliated third party and, therefore, shall be permitted under this Section 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, provided that in any such case, no officer, director or beneficial owner of 10% or more of its Restricted Subsidiaries or between two or more any class of its Restricted Subsidiaries (provided that no more than 5% Capital Stock of the equity interest Company shall beneficially own any Capital Stock of any such Restricted Subsidiary, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date and specified on a schedule to the Indenture, (iii) any Restricted Payment made in compliance with Section 10.13, (iv) the payment of reasonable and customary regular fees to directors of the Company or any Restricted Subsidiary who are not employees of the Company or any Restricted Subsidiary, (v) employment agreements, stock option agreements and indemnification arrangements entered into by the Company or any of its Restricted Subsidiaries is owned by an Affiliate)in the ordinary course of business and consistent with industry practice, and (iiivi) the payment granting and performance of compensation registration rights for securities of the Company, (including, without limitation, amounts paid pursuant vii) loans and advances to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted SubsidiariesSubsidiary for travel, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof entertainment, moving and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Companyrelocation expenses, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) each case made in the best interests ordinary course of the Company or such Restricted Subsidiarybusiness and consistent with industry practice, and (bviii) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateany Permitted Investment.

Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions with or for the benefit of any Affiliate, any 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 such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than could reasonably be obtained at such time in a comparable transaction with an unaffiliated third party. For any such transaction that involves value in excess of $5.0 million, the Company shall deliver to the 48 -42- Trustee an Officers' Certificate stating that a majority of the Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution delivered to the Trustee. For any such transaction that involves value in excess of $12.5 million, the Company shall also obtain a written opinion from an Independent Financial Advisor to the effect that such transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions between or among the Company and one or more of its Restricted Subsidiaries or between two or more of its among Restricted Subsidiaries Subsidiaries; (provided that no more than 5% ii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the equity interest Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliatebusiness (including customary benefits thereunder), and ; (iii) the payment of compensation (including, without limitation, amounts paid transactions pursuant to employee benefit plansagreements in effect on the Issue Date, as such agreements are in effect on the Issue Date or as thereafter amended or supplemented in a manner not adverse to the Holders; (iv) for the personal services of loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof business and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforconsistent with past business practices; and provided further that for (v) any Asset Sale, or a sale, transfer or other disposition (other than to transactions between the Company or any Restricted Subsidiary, on the one hand, and any Affiliate of its Restricted Subsidiaries) of an interest the Company engaged primarily in a Restricted InvestmentTelecommunications Business, involving an amount greater than $25,000,000on the other hand, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (ax) in the best interests ordinary course of business and consistent with commercially reasonable practices or (y) approved by a majority of the Disinterested Directors; (vi) any payment pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; provided that such payment is not greater than that which the Company would be required to pay as a stand-alone taxpayer; (vii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; and (viii) payment of dividends in respect of Equity Interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a any Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatepermitted under Section 4.11.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms which would be any no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm's length transaction with a Person which is not an AffiliateAffiliate or Holdings, the Borrower or such Subsidiary. The Company Notwithstanding the foregoing, the following transactions shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for be permitted: (i) the making Borrower and its Subsidiaries may pay management, advisory or similar fees and expenses to the Sponsor and its Control Investment Affiliates in an aggregate amount not to exceed $1,000,000 in any fiscal year of any Restricted Paymentthe Borrower (plus reasonable out-of-pocket expenses incurred by Sponsor and its Affiliates in providing services to Holdings and the Borrower), (ii) any transaction or series Holdings, the Borrower and their respective Subsidiaries may pay customary fees to, and the reasonable out-of-pocket expenses of, its Board of transactions between Managers and may provide customary indemnities for the Company and one or more benefit of members of its Restricted Subsidiaries or between two or more Board of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)Managers, and (iii) the payment by Holdings or the Borrower, in connection with any Acquisition, divestiture or financing transaction that is consummated by Holdings, the Borrower or any of compensation their respective subsidiaries, of a transaction fee and expenses to the Sponsor and its Affiliates pursuant to the Xxxx Advisory Services Agreement (as in effect on the date hereof) for such transaction, (iv) transactions with Subsidiaries that are not Subsidiary Guarantors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, amounts paid pursuant to employee benefit plansjoint venture agreements) for and otherwise in compliance with the personal services of officers, directors and employees terms of the Company Loan Documents which are fair to the Borrower or its Subsidiaries, in the good faith determination of the Board of Managers of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably been obtained at such time from an unaffiliated party, (v) any employment agreement entered into by Holdings or any of its Subsidiaries or employee compensation payments in the ordinary course of business and consistent with past practices of the Borrower or such Subsidiary, (vi) Restricted SubsidiariesPayments that are permitted by the provisions of Section 7.6, so long as (vii) payments or loans to employees or consultants which are approved by the Board of Directors of the Company Managers in good faith shall have approved faith, (viii) in the terms thereof case of foreign joint ventures, transfers of equipment for sale outside of North America in exchange for value not less than the Borrower's cost of producing such equipment and deemed (ix) transactions effected pursuant to a Permitted Receivables Financing (including the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to servicing of Receivables sold thereunder by the Company Borrower or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate).

Limitation on Transactions with Affiliates. The Company WIL-Switzerland shall not, and shall not permit any Restricted Subsidiary of its Consolidated Subsidiaries to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notenter into, and shall not renew, extend or permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) to exist any transaction or series of related transactions between the Company and with any Affiliate that is not either (a) WIL-Switzerland or one or more of its Restricted WIL-Switzerland’s Consolidated Subsidiaries or between two or more of its Restricted Subsidiaries (provided a Person that no more than 5% becomes, pursuant to a Redomestication, a part of the equity interest consolidated group that includes WIL-Switzerland, or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on fair and reasonable terms (taking all related transactions into account and considering the terms of such related transactions in any of its Restricted Subsidiaries is owned by an Affiliate)their entirety) substantially as favorable to WIL-Switzerland or such Consolidated Subsidiary, and as the case may be, as would be available in a comparable arm’s length transaction. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (iiiw) the payment of compensation reasonable and customary regular fees to directors of an Obligor or a Subsidiary of such Obligor who are not employees of such Obligor; (including, without limitation, amounts paid pursuant x) loans and advances to employee benefit plans) for the personal services of officers, directors officers and employees of an Obligor and its respective Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the Company ordinary course of business of an Obligor and its Subsidiaries; (y) any other transaction with any employee, officer or director of an Obligor or any of its Restricted SubsidiariesSubsidiaries pursuant to employee benefit, so long compensation or indemnification arrangements entered into in the ordinary course of business and approved by, as applicable, the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore such Obligor or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced such Subsidiary permitted by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, this Agreement; and (bz) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm'snon-length transaction with a Person which is not an Affiliateexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions (including the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates involving aggregate consideration in excess of $10,000,000, except: (a) on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company; (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $75,000,000, the Company shall have delivered an Officers’ Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a); and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $200,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to: (i) transactions with or among the Company and the Restricted Subsidiaries; (ii) transactions in the ordinary course of business, or approved by a majority of the Board of Directors of the Company, between the Company or any Restricted Subsidiary and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% any Affiliate of the equity interest in any of its Restricted Subsidiaries Company that is owned by an Affiliate), and a joint venture or similar entity; (iii) the payment of (A) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, collective bargaining agreements, compensation (including, without limitation, amounts paid pursuant to or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business and (B) for any transaction with an officer or director in the personal services ordinary course of business not involving more than $1,000,000 in any one year; (iv) Restricted Payments made in compliance with Section 10.09; (v) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiariesbusiness; (vi) transactions pursuant to agreements in effect on the Issue Date; (vii) any sale, so long as conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle; (viii) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the Board ordinary course of Directors of the Company business, including pursuant to joint venture agreements, and otherwise in good faith shall have approved compliance with the terms thereof of this Indenture which are, in the aggregate (taking into account all the costs and deemed the services theretofore or thereafter to be performed for benefits associated with such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saletransactions), or a sale, transfer or other disposition (other than materially no less favorable to the Company or the applicable Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person or entity, in the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (ix) any issuance or sale of its Restricted SubsidiariesCapital Stock (other than Redeemable Capital Stock) of an interest the Company or any capital contribution to the Company; (x) the Transactions and the National Pump Transactions, including the payment of all fees and expenses relating thereto and the payments to be made by the Company to Holdings in connection therewith; and (xi) transactions in which Holdings or a Restricted InvestmentSubsidiary, involving as the case may be, delivers to the Trustee a letter from an amount greater than $25,000,000accounting, such Asset Sale appraisal or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with of national standing stating that the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any financial terms of such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment either (as evidenced by a Board Resolution filed with the Trusteex) are fair to be (a) in the best interests of the Company Holdings or such Restricted Subsidiary, and as applicable, from a financial point of view (bor words of similar import) upon terms which would be obtainable by or (y) meet the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliaterequirements of clause (a) of the first paragraph of this Section 10.11.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms which would be any no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm’s length transaction with a Person which is not an AffiliateAffiliate or Holdings, the Borrower or such Subsidiary. The Company Notwithstanding the foregoing, the following transactions shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for be permitted: (i) Holdings, the making Borrower and their respective Subsidiaries may pay customary fees to, and the reasonable out-of-pocket expenses of, its sole member or Board of any Restricted PaymentDirectors, as the case may be, and may provide customary indemnities for the benefit of its sole member or Board of Directors, as the case may be, (ii) any transaction transactions with Subsidiaries that are not Subsidiary Guarantors, joint venture partners or series purchasers or sellers of transactions between goods or services, in each case in the Company and one or more ordinary course of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation business (including, without limitation, amounts paid pursuant to employee benefit plansjoint venture agreements) for and otherwise in compliance with the personal services of officers, directors and employees terms of the Company Loan Documents which are fair to the Borrower or its Subsidiaries, in the good faith determination of the sole member of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably been obtained at such time from an unaffiliated party, (iii) any employment agreement entered into by Holdings or any of its Restricted Subsidiaries, so long as Subsidiaries or employee compensation payments in the Board ordinary course of Directors business and consistent with past practices of the Company Borrower or such Subsidiary, (iv) Restricted Payments that are permitted by the provisions of Section 7.6, (v) payments or loans to employees or consultants which are approved by the sole member of the Borrower in good faith shall have approved faith, (vi) in the terms thereof case of foreign joint ventures, transfers of equipment for sale outside of North America in exchange for value not less than the Borrower’s cost of producing such equipment and deemed (vii) transactions effected pursuant to a Permitted Receivables Financing (including the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to servicing of Receivables sold thereunder by the Company Borrower or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate).

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary Subsidiary) unless (a) such transaction or series of transactions is in writing and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable arm'stransaction in arm’s-length transaction dealings with a Person which is not an Affiliate. The Company shall not, unrelated third party and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactionsb) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) with respect to any transaction or series of transactions between involving aggregate payments in excess of $5,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any members of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company (and approved by a majority of Independent Directors or, in good faith shall have approved the terms thereof event there is only one Independent Director, by such Independent Director) and deemed the services theretofore (ii) with respect to any transaction or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saleseries of transactions involving aggregate payments in excess of $10,000,000, or a sale, transfer or other disposition (other than an opinion to the Company or any such Restricted Subsidiary from an independent investment banking, accounting or appraisal firm of its Restricted Subsidiaries) nationally recognized standing that the terms of an interest such transaction are not materially less favorable than those that might reasonably have been obtained in a Restricted Investment, involving comparable transaction at such time on an amount greater than $25,000,000, such Asset Sale or transfer of interest in arm’s-length basis from a Restricted Investment Person that is for fair value as determined by not an opinion of a nationally recognized investment banking firm filed with the TrusteeAffiliate. Notwithstanding the foregoing, this provision shall not prohibit apply to (A) any such transaction which is determined with an officer or director of the Company or Parent entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of the Company or Parent), (B) any transaction entered into by the independent members Company or one of the Board of Directors its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company, (C) transactions in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with existence on the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Issue Date and (bD) upon terms which would be obtainable any Restricted Payment permitted by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 1009.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates (other than Restricted Subsidiaries), except (a) on terms that are not materially less favorable to the Company or such Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $5,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $20,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company, and (d) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such transaction or series of related transactions is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a non-Affiliate. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries, (ii) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business, (iii) for the personal services of any dividends, payments or investments made in compliance with Section 10.09, (iv) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiariesbusiness, so long as (v) the Board incurrence of Directors intercompany Indebtedness which constitutes Indebtedness permitted to be incurred under Section 10.08, (vi) transactions pursuant to agreements in effect on the Issue Date, (vii) any sale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle, (viii) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the Company ordinary course of business, including pursuant to joint venture agreements, and otherwise in good faith shall have approved compliance with the terms thereof of this Indenture which are, in the aggregate (taking into account all the costs and deemed the services theretofore or thereafter to be performed for benefits associated with such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saletransactions), or a sale, transfer or other disposition (other than materially no less favorable to the Company or any of its the applicable Restricted Subsidiaries) of an interest Subsidiary than those that would have been obtained in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such comparable transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a that Restricted Subsidiary with an unrelated person or entity, in a comparable arm's-length transaction with a Person which is not the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an Affiliateunaffiliated party, and (ix) transactions described in, or permitted by, clauses (vii) and (x) of the final paragraph of Section 10.09.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by Neither the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in nor any of its Restricted Subsidiaries is owned by an Affiliate)shall, and (iii) the payment directly or indirectly, in one transaction or a series of compensation (includingtransactions, without limitationmake any loan, amounts paid pursuant to employee benefit plans) advance, guarantee or capital contribution to, or for the personal services benefit of, or sell, lease, transfer or otherwise dispose of officersany of its properties or assets to, directors and employees or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board Subsidiaries or any Person (or any Affiliate of Directors such Person) holding 10% or more of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to Common Equity of the Company or any of its Restricted Subsidiaries, other than transactions in the ordinary course between the Company and its Subsidiaries or among Subsidiaries of the Company (an “Affiliate Transaction”), unless: (i) the terms of an interest such Affiliate Transactions are fair and reasonable to the Company or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a Restricted Investmentcomparable transaction made on an arm’s-length basis between unaffiliated parties; (ii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $5,000,000, involving the Company delivers an amount greater than $25,000,000, Officers’ Certificate to the Trustee certifying that such Asset Sale or transfer of interest in Affiliate Transaction complies with clause (i) above and a Restricted Investment is for fair value as determined Secretary’s Certificate which sets forth and authenticates a resolution that has been adopted by an opinion a vote of a nationally recognized investment banking firm filed with majority of the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors approving such Affiliate Transaction; and (iii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $25,000,000, the Company, Company delivers to the Trustee the certificates specified in their reasonable, good faith judgment clause (as evidenced by a Board Resolution filed with the Trusteeii) to be (a) above and an opinion of an independent investment banking firm of national standing in the best interests United States, stating that such Affiliate Transaction is fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be; provided, however, that the foregoing clauses (ii) and (biii) upon terms which would be obtainable by shall not apply to transactions between the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person any of its Subsidiaries and XxxXxxxxxXxxxxx.xxx, Inc. or any entity to which is not an Affiliatethe Company transfers all or substantially all of the rights to its HEALTHSOUTH Clinical Automation Program.

Limitation on Transactions with Affiliates. The Company shall Issuers will not, and shall will not permit any of their Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant the sale, purchase, exchange or lease of assets, property or services) with any Affiliate (each an "Affiliate Transaction") or extend, renew, waive or otherwise modify in any material respect the terms of any Affiliate Transaction entered into prior to employee benefit plansthe Issue Date unless (i) for such Affiliate Transaction is between or among the personal services Issuers, or an Issuer and a Restricted Subsidiary of officersan Issuer; or (ii) the terms of such Affiliate Transaction are fair and reasonable to an Issuer or such Restricted Subsidiary, directors as the case may be, and employees the terms of such Affiliate Transaction are substantially similar to the Company terms which could reasonably be expected to be obtained by an Issuer 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 (or any series of its Restricted Subsidiaries, so long as the Board related Affiliate Transactions which are similar or part of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiariescommon plan) of an interest in a Restricted Investment, involving an amount greater than or having a fair market value in excess of $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction 3.0 million which is determined by the independent members not permitted under clause (i) above, an Issuer must obtain a resolution of the Board of Directors of such Issuer certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction (or any series of related Affiliate Transactions which are similar or part of a common plan) involving an amount or having a fair market value in excess of $5.0 million which is not permitted under clause (i) above, the CompanyIssuers must obtain a favorable written opinion as to the fairness, from a financial point of view, of such transaction or transactions, as the case may be, from an Independent Financial Advisor. The foregoing provisions will not apply to (i) any Restricted Payment that is not prohibited by the provisions described under Section 4.09 hereof, (ii) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors or employees of the Issuers or any Restricted Subsidiary of an Issuer as determined in their reasonable, good faith judgment by such Issuer's Board of Directors or senior management, (as evidenced by a Board Resolution filed with iii) arrangements now or hereafter in effect between Insight and third parties which arrangements can be used for the Trustee) to be (a) in the best interests benefit of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is and (iv) any forgiveness or distribution by Phoenix of the Excluded Assets. Notwithstanding anything contained herein to the contrary, the terms of the Operating Agreement and the indemnification provisions of the Close Corporation Agreement and the performance by any party thereto of its obligations thereunder shall not be considered an AffiliateAffiliate Transaction.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of similar transactions between in an aggregate amount in excess of $100,000 (including the Company and one purchase, sale, lease or more exchange of its Restricted Subsidiaries any property or between two or more the rendering of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iiiservice) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees with any Affiliate of the Company or any legal or beneficial owner of 5% or more of any class of Capital Stock of the Company or with an Affiliate of any such owner (any such business, transaction or series of similar transactions, an "Affiliate Transaction") unless the terms of such Affiliate Transaction are: (i) set forth in writing, (ii) fair to the Company and its Restricted Subsidiaries, so long Subsidiaries from a financial point of view (as determined by the Board of Directors Directors), (iii) in the case of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition Affiliate Transaction (other than to an Affiliate Transaction with an Unrestricted Subsidiary of the Company or any Company) in an aggregate amount in excess of its Restricted Subsidiaries) of an interest in a Restricted Investment$500,000, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors of the Company, have determined in their reasonable, good faith judgment that the criteria set forth in clause (as evidenced by a Board Resolution filed with the Trusteeii) to be are satisfied and (aiv) in the best interests case of any Affiliate Transaction involving an Unrestricted Subsidiary of the Company in an aggregate amount in excess of $2.0 million, the members of the Board of Directors have determined in good faith that the criteria set forth in clause (ii) are satisfied. This covenant shall not prohibit: (i) any Restricted Payment permitted under Section 4.05, (ii) any Issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant so, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors, (iii) loans or advances to employees in the ordinary course of business; (iv) the payment of reasonable fees to directors of the Company and its Subsidiaries who are not employees of the Company or such Restricted Subsidiaryits Subsidiaries, (v) any transaction between the Company and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries or (bvi) upon terms which would be obtainable the Investment represented by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateXxxxx Note.

Limitation on Transactions with Affiliates. The Company shall notExcept as otherwise permitted by this Indenture, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by neither the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in nor any of its Restricted Subsidiaries is owned by an Affiliate)shall make any Investment, and (iii) the payment of compensation (includingloan, without limitationadvance, amounts paid pursuant to employee benefit plans) guaranty or capital contribution to, or for the personal services benefit of, or sell, lease or otherwise transfer or dispose of officersany of its properties or assets to, directors and employees or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, any Affiliate of the Company or any of its Restricted Subsidiaries, so long unless (i) such transaction or series of transactions is in the best interests of the 51 57 Company or such Restricted Subsidiary based on all relevant facts and circumstances; (ii) such transaction or series of transactions is fair to the Company or such Restricted Subsidiary and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the Board case may be, than those that could have been obtained in a comparable transaction on an arms' length basis from a Person that is not an Affiliate of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries; and (iii) (a) with respect to a transaction or series of an interest related transactions involving aggregate payments in excess of $2,500,000, the Board of Directors and a Restricted Investmentmajority of the Disinterested Directors shall approve such transaction or series of transactions by a Board Resolution evidencing their determination that such transaction or series of transactions complies with clauses (i) and (ii) above, and (b) with respect to a transaction or series of transactions involving an amount aggregate payments equal to or greater than $25,000,00010,000,000, such Asset Sale or transfer of interest in the Company receives a Restricted Investment is for fair value as determined by an written opinion of from a nationally recognized investment banking bank or valuation firm filed or, with respect to a transaction requiring the Trusteevaluation of real property, a nationally recognized real estate appraisal firm, that such transaction or series of transactions is fair to the Company from a financial point of view. Notwithstanding the foregoing, this provision The foregoing limitation shall not prohibit apply to: (i) any such transaction which is determined payment of money or issuance of securities by the independent members Company or any Restricted Subsidiary of the Company pursuant to employment agreements or arrangements and employee benefit plans, including reimbursement or advancement of out-of-pocket expenses and directors' and officers' liability insurance; (ii) reasonable and customary payments and other benefits (including indemnification) PROVIDED to directors for service on the Board of Directors of the Company or any of its Restricted Subsidiaries and reimbursement of expenses related thereto; or (iii) transactions between the Company and any Restricted Subsidiary of the Company, in their reasonableor between one Restricted Subsidiary of the Company and another Restricted Subsidiary of the Company, good faith judgment (as evidenced PROVIDED that not more than 20% of such Restricted Subsidiary is owned by a Board Resolution filed with the Trustee) to be (a) in the best interests any Affiliate of the Company or such any of its Restricted Subsidiary, and Subsidiaries (b) upon terms which would be obtainable by other than the Company or a Restricted Wholly-Owned Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateof the Company).

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to, or 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 contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (other than the Company, a Wholly Owned Restricted Subsidiary toor (in connection with a Qualified TIPS Transaction) a Qualified Finance Subsidiary) (each of the foregoing, engage in any transaction with any an "Affiliate upon Transaction"), unless (i) such Affiliate Transaction is on terms which would be any that are no less favorable than those obtainable by to the Company or a the relevant Restricted Subsidiary than those that could have been obtained in a comparable arm's-length transaction with a an unrelated Person which is not an Affiliate. The and (ii) the Company shall not, and shall not permit delivers to the Trustee (a) with respect to any Restricted Subsidiary to, engage in any transaction (Affiliate Transaction or series of related transactions) Affiliate Transactions involving aggregate consideration in the aggregate excess of $1,000,000 or more 5 million, an Officers' Certificate certifying that such Affiliate Transaction complies with any Affiliate except for clause (i) above and that such Affiliate Transaction has been approved by a majority of the making of Disinterested Directors and (b) with respect to any Restricted Payment, (ii) any transaction Affiliate Transaction or series of transactions between related Affiliate Transactions involving aggregate consideration in excess of $10 million, both an Officers' Certificate referred to in clause (a) and an opinion as to the fairness of such Affiliate Transaction to the Company and one or more the relevant Restricted Subsidiary from a financial point of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned view issued by an Affiliate)investment banking firm of national standing with total assets in excess of $1.0 billion; PROVIDED, HOWEVER, that this covenant shall not apply to (i) fees, compensation and (iii) the payment of compensation (includingemployee benefits, without limitationincluding bonuses, amounts retirement plans and stock options, paid pursuant to employee benefit plans) or established for the personal services of officers, directors and employees officers of the Company or any Restricted Subsidiary in the ordinary course of its Restricted Subsidiaries, so long as the Board of Directors business and approved by a majority of the Company in good faith shall have approved Disinterested Directors and (ii) the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to performance by the Company or any Restricted Subsidiary of its Restricted Subsidiaries) obligations under certain leases of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with real property outstanding on the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members date of the Board of Directors of the CompanyIndenture from PDM, Inc. covering 10 supermarket sites and a storage facility in their reasonableOmaha, good faith judgment (Nebraska as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateset forth on Schedule B attached hereto.

Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions with or for the benefit of any Affiliate, any 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 such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than could reasonably be obtained at such time in a comparable transaction with an unaffiliated third party. For any such transaction that involves value in excess of $5.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that a majority of the Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution delivered to the Trustee. For any such transaction that involves value in excess of $12.5 million, the Company shall also obtain a written opinion from an Independent Financial Advisor to the effect that such transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions between or among the Company and one or more of its Restricted Subsidiaries or between two or more of its among Restricted Subsidiaries Subsidiaries; (provided that no more than 5% ii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the equity interest Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliatebusiness (including customary benefits thereunder), and ; (iii) the payment of compensation (including, without limitation, amounts paid transactions pursuant to employee benefit plansagreements in effect on the Issue Date, as such agreements are in effect on the Issue Date or as thereafter amended or supplemented in a manner not adverse to the Holders; (iv) for the personal services of loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof business and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforconsistent with past business practices; and provided further that for (v) any Asset Sale, or a sale, transfer or other disposition (other than to transactions between the Company or any Restricted Subsidiary, on the one hand, and any Affiliate of its Restricted Subsidiaries) of an interest the Company engaged primarily in a Restricted InvestmentTelecommunications Business, involving an amount greater than $25,000,000on the other hand, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (ax) in the best interests ordinary course of business and consistent with commercially reasonable practices or (y) approved by a majority of the Disinterested Directors; (vi) any payment pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; provided that such payment is not greater than that which the Company would be required to pay as a stand-alone taxpayer; (vii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; and (viii) payment of dividends in respect of Equity Interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a any Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatepermitted under Section 4.11.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors and employees with any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than the Company or a Restricted Subsidiary) unless (1)such transaction or 133 series of related transactions is on terms that taken as a whole are no less favorable to the Company or any of its such Restricted Subsidiaries) of an interest Subsidiary, as the case may be, than would be available in a Restricted Investmentcomparable transaction in arm's-length dealings with a Person that was not such an Affiliate, and (2) the Company delivers to the Trustee (a) with respect to any transaction or series of related transactions involving aggregate payments in excess of $1.0 million, an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any Officers' Certificate certifying that such transaction which is determined or series of related transactions complies with clause(1) above and (b)with respect to any transaction or series of related transactions involving aggregate payments in excess of $5.0 million, an Officers' Certificate certifying that such transaction or series of related transactions has been approved by a majority of the independent members of the Board of Directors of the CompanyCompany and approved by a majority of the Independent Directors or, in their reasonablethe event there is only one Independent Director, good faith judgment (as by such Independent Director, and evidenced by a resolution of the Board Resolution filed of Directors set forth in an Officers' Certificate, and (c) with respect to any transaction or series of related transactions involving aggregate payments in excess of $15.0 million, an opinion issued by an investment banking firm or appraiser or accounting firm of national standing as to the Trustee) fairness to be (a) in the best interests of the Company or such Restricted SubsidiarySubsidiary from a financial point of view. Notwithstanding the foregoing, and this covenant will not apply to (bi) upon terms which would be obtainable any transaction entered into by or among the Company or a one of its Restricted Subsidiaries with one or more Restricted Subsidiaries; (ii)any Restricted Payment or Permitted Payment not prohibited by Section 10.12 hereof; (iii) the payment of reasonable and customary regular fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Subsidiaries; (iv) any transaction with an employee, officer or member of the Board of Directors of the Company or any Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.the ordinary course of business involving compensation, indemnity or employee benefit arrangements; (v) loans or advances made to directors, officers or 134

Limitation on Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors and employees of with any Affiliate (including entities in which the Company or any of its Restricted Subsidiaries, so long as the Board Subsidiaries own a minority interest) or holder of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore 10% or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors more of the Company's Common Stock (an "Affiliate Transaction") or extend, in their reasonablerenew, good faith judgment waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (as evidenced by a Board Resolution filed with i) such Affiliate Transaction is between or among the TrusteeCompany and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly- Owned Subsidiaries of the Company; or (iii) the terms of such Affiliate Transaction are fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be, and (b) upon the terms of such Affiliate Transaction are at least as favorable as the terms which would could be obtainable obtained by the Company or a such Restricted Subsidiary Subsidiary, as the case may be, in a comparable transaction made on an arm's-length transaction with basis between unaffiliated parties; provided, however, that -------- ------- the Company and its Restricted Subsidiaries may renew any then existing Affiliate Transaction through either a Person renewal option or upon expiration of an arrangement on substantially similar terms to those in effect immediately preceding such expiration. In any Affiliate Transaction involving an amount or having a value in excess of $1 million which is not permitted under clause (i) or (ii) above, the Company must obtain a resolution of the Board of Directors certifying that such Affiliate Transaction complies with clause (iii) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors. In transactions with a value in excess of $3 million which are not permitted under clause (i) or (ii) above, the Company must obtain a written opinion as to the fairness from a financial point of view of such a transaction from an Affiliateindependent investment banking firm of national standing or real estate firm of national standing (as the case may be).

Limitation on Transactions with Affiliates. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) the sale, transfer, disposition, purchase, exchange or lease of assets, property or services), other than as provided for in the Operative Agreements, with, or for the personal services of officersbenefit of, directors and employees any Affiliate of the Company Partnership, unless (1) such transaction or any series of related transactions is between the Partnership and its Wholly-Owned Restricted SubsidiariesSubsidiaries or between two Wholly-Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that are no less favorable to the Partnership or such Restricted Subsidiary, so long as the Board of Directors case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, Partnership or a sale, transfer Restricted Subsidiary and (b) with respect to a transaction or other disposition (other than series of transactions involving aggregate payments or value equal to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,00015 million, the Partnership shall have delivered an Officers’ Certificate to the Trustee certifying that such Asset Sale transaction or transfer series of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed transactions complies with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any preceding clause (a) and that such transaction which is determined or series of transactions has been approved by the independent members a majority of the Board of Directors of the CompanyGeneral Partner (including a majority of the Disinterested Directors); provided, in their reasonablehowever, good faith judgment that this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (as evidenced by a Board Resolution filed with the TrusteeA) to be (a) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the best interests ordinary course of business, (B) transactions permitted by the provisions of this Indenture set forth in Sections 10.10 hereof and (C) transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable retail propane business operated by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliatePartnership, its Subsidiaries and Affiliates.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary Subsidiary) unless (a) such transaction or series of transactions is in writing on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable arm'stransaction in arm’s-length transaction dealings with a Person which is not an Affiliate. The Company shall not, unrelated third party and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactionsb) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) with respect to any transaction or series of transactions between involving aggregate payments in excess of $5,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any members of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company (and approved by a majority of Independent Directors or, in good faith shall have approved the terms thereof event there is only one Independent Director, by such Independent Director) and deemed the services theretofore (ii) with respect to any transaction or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saleseries of transactions involving aggregate payments in excess of $10,000,000, or a sale, transfer or other disposition (other than an opinion to the Company or any such Restricted Subsidiary from an independent investment banking, accounting or appraisal firm of its Restricted Subsidiaries) nationally recognized standing that the terms of an interest such transaction are not materially less favorable than those that might reasonably have been obtained in a Restricted Investment, involving comparable transaction at such time on an amount greater than $25,000,000, such Asset Sale or transfer of interest in arm’s-length basis from a Restricted Investment Person that is for fair value as determined by not an opinion of a nationally recognized investment banking firm filed with the TrusteeAffiliate. Notwithstanding the foregoing, this provision shall not prohibit apply to (A) any such transaction which is determined with an officer or director of the Company or Parent entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of the Company or Parent), (B) any transaction entered into by the independent members Company or one of the Board of Directors its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company, (C) transactions in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with existence on the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Issue Date and (bD) upon terms which would be obtainable any Restricted Payment permitted by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 1009.

Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any business, enter into or suffer to exist any transaction with or series of related transactions (including the purchase, sale, conveyance, disposition, lease or exchange of any property, the rendering of any service or the making of any loan or advance) with, or for the benefit of, any Affiliate upon of the Company (an "Affiliate Transaction") unless (i) such Affiliate Transaction is on terms which would be any no less favorable than those obtainable by to the Company or a such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in a comparable arm's-arm's length transaction with a Person which who is not an Affiliate. The Company shall notAffiliate of the Company, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction in the event such an Affiliate Transaction involves aggregate payments or series value of transactions between the Company and one $5,000,000 or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries greater, (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iiix) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members majority of the Board of Directors of the Company, including a majority of the Disinterested Directors, have determined in their reasonable, good faith judgment that the criteria set forth in clause (as i) are satisfied and have approved the relevant Affiliate Transaction, such approval to be evidenced by a Board Resolution filed with the Trustee) to be Resolution, or (ay) in the best interests of event there are no Disinterested Directors, the Company has obtained a written opinion of an investment banking firm or an independent appraiser or accounting firm, in either case that is nationally recognized in the United States of America, stating that the terms of such Affiliate Transaction are fair to the Company and its Restricted SubsidiarySubsidiaries from a financial point of view (a "Fairness Opinion"), and (biii) upon terms which would be obtainable in the event that such Affiliate Transaction involves aggregate payments or value of $15,000,000 or greater, the Company has obtained a Fairness Opinion with respect to such Affiliate Transaction and (iv) in the event that such Affiliate Transaction involves aggregate payments or value of $5,000,000 or greater, the Company has delivered to the Trustee an Officers' Certificate certifying that such Affiliate Transaction complies with the foregoing clause (i), and that, if required by the foregoing clause (ii) or (iii), such Affiliate Transaction has been approved by the Board of Directors (including a majority of the Disinterested Directors) or the Company has obtained a Fairness Opinion with respect thereto, together with copies of the relevant Board Resolution or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateFairness Opinion.

Limitation on Transactions with Affiliates. The Company WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any business or enter into, renew, extend or permit to exist any transaction or series of related transactions (including any purchase, sale, lease or other exchange of property or the rendering of any service) with any Affiliate upon that is not either (a) WIL-Ireland or one of WIL-Ireland’s Restricted Subsidiaries or a Person that becomes, pursuant to a Redomestication, a part of the consolidated group that includes WIL-Ireland, or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on fair and reasonable terms which (taking all related transactions into account and considering the terms of such related transactions in their entirety) substantially as favorable to WIL-Ireland or such Restricted Subsidiary, as the case may be, as would be any less favorable than those obtainable by the Company or a Restricted Subsidiary available in a comparable arm's-arm’s length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the foregoing, and the restrictions set forth in this covenant shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for apply to (i) the making of any Restricted PaymentInvestments in Unrestricted Subsidiaries permitted by Section 8.06, (ii) any transaction the payment of reasonable and customary regular fees to directors of an Obligor or series a Restricted Subsidiary of transactions between such Obligor who are not employees of such Obligor; (iii) loans and advances permitted hereby to officers and employees of an Obligor and its respective Restricted Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the Company ordinary course of business of an Obligor and one or more of its Restricted Subsidiaries Subsidiaries; (iv) any other transaction with any employee, officer or between two director of an Obligor or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for benefit, compensation or indemnification arrangements entered into in the personal services ordinary course of officersbusiness and approved by, directors and employees of the Company or any of its Restricted Subsidiariesas applicable, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore such Obligor or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Subsidiary permitted by this Agreement; and (bv) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm'snon-length transaction with a Person which is not an Affiliateexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not cause or permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) with or for the personal services benefit of officers, directors and employees any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than the Company or a Restricted Subsidiary) (each, an “Affiliate Transaction”) unless (a) such Affiliate Transaction is on terms that are no less favorable to the Company or any of its such Restricted Subsidiaries) of an interest Subsidiary, as the case may be, than those that would be available in a Restricted Investmentcomparable transaction in arm’s-length dealings with an unrelated third party, (b) with respect to any Affiliate Transaction involving aggregate value in excess of $25.0 million, the Company delivers an amount greater than $25,000,000, Officers’ Certificate to the Trustee certifying that such Asset Sale Affiliate Transaction complies with clause (a) above or transfer such Affiliate Transaction has been approved by a majority of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members Disinterested Directors of the Board of Directors of the Company, or in their reasonablethe event there is only one Disinterested Director, good faith judgment by such Disinterested Director, and (as evidenced c) with respect to any Affiliate Transaction involving aggregate value in excess of $50.0 million, either (i) such Affiliate Transaction has been approved by a majority of the Disinterested Directors of the Board Resolution filed with of Directors of the Trustee) to be (a) Company, or in the best interests event there is only one Disinterested Director, by such Disinterested Director, or (ii) the Company delivers to the Trustee a written opinion of an investment banking firm of national standing or other recognized independent expert with experience appraising the terms and conditions of the type of transaction or series of related transactions for which an opinion is required stating that the Affiliate Transaction or the consideration being paid is fair to the Company or such Restricted Subsidiary from a financial point of view; provided, however, that this provision shall not apply to (i) any employment agreement or any compensation and employee benefit arrangements (or amendments thereto) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary, including the payment of indemnities provided for the benefit of officers, directors or employees and the payment of compensation to the officers, directors and employees of the Company and its Restricted Subsidiaries; (bii) upon terms which would be obtainable by transactions between or among the Company and/or its Restricted Subsidiaries; (iii) transactions with a Person that is an Affiliate of the Company solely because the Company or a any of its Restricted Subsidiaries owns Capital Stock in, or controls, such Person; (iv) any transaction permitted pursuant to Section 1009; (v) issuances or sales of Capital Stock (other than Disqualified Stock) of the Company or any EchoPark Entity that is an Unrestricted Subsidiary at the time of such issuance or sale; (vi) the pledge of Capital Stock of Unrestricted Subsidiaries; (vii) loans or advances to officers of the Company in the ordinary course of business not to exceed $5.0 million in any calendar year; (viii) inventory sales in the ordinary course of business (including, for the avoidance of doubt, any sales of vehicles between the Company and any Restricted Subsidiary on the one hand and any EchoPark Entity on the other hand following any EchoPark Separation Transaction); (ix) any transactions undertaken pursuant to any contractual obligations in existence on the Issue Date, and any renewals, replacements or modifications of such obligations (pursuant to new transactions or otherwise); provided that any such agreement together with all amendments thereto, taken as a comparable arm's-length transaction with a Person which whole, is not an Affiliatemore disadvantageous to the holders of the Securities in any material respect than the original agreement as in effect on the Issue Date; and (x) any transactions undertaken in connection with or related to any EchoPark Separation Transaction.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by Neither the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in nor any of its Restricted Subsidiaries is owned by an Affiliate)shall, and (iii) the payment directly or indirectly, in one transaction or a series of compensation (includingtransactions, without limitationmake any loan, amounts paid pursuant to employee benefit plans) advance, guarantee or capital contribution to, or for the personal services benefit of, or sell, lease, transfer or otherwise dispose of officersany of its properties or assets to, directors and employees or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board Subsidiaries or any Person (or any Affiliate of Directors such Person) holding 10% or more of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to Common Equity of the Company or any of its Restricted Subsidiaries, other than transactions in the ordinary course between the Company and its Subsidiaries or among Subsidiaries of the Company (an "Affiliate Transaction"), unless: (i) the terms of an interest such Affiliate Transactions are fair and reasonable to the Company or such Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a Restricted Investmentcomparable transaction made on an arm's-length basis between unaffiliated parties; (ii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $5,000,000, involving the Company delivers an amount greater than $25,000,000, Officers' Certificate to the Trustee certifying that such Asset Sale or transfer of interest in Affiliate Transaction complies with clause (i) above and a Restricted Investment is for fair value as determined Secretary's Certificate which sets forth and authenticates a resolution that has been adopted by an opinion a vote of a nationally recognized investment banking firm filed with majority of the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors approving such Affiliate Transaction; and (iii) with respect to any such Affiliate Transaction involving aggregate payments in excess of $25,000,000, the Company, Company delivers to the Trustee the certificates specified in their reasonable, good faith judgment clause (as evidenced by a Board Resolution filed with the Trusteeii) to be (a) above and an opinion of an independent investment banking firm of national standing in the best interests United States, stating that such Affiliate Transaction is fair from a financial point of view to the Company or such Restricted Subsidiary, as the case may be; provided, however, that the foregoing clauses (ii) and (biii) upon terms which would be obtainable by shall not apply to transactions between the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person any of its Subsidiaries and MedCenterDirect.com, Inc. or any entity to which is not an Affiliatethe Company transfxxx xxx xx xxxxxxntially all of the rights to its HEALTHSOUTH Clinical Automation Program.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into any transaction with or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate upon of its Affiliates (other than Restricted Subsidiaries), except (a) on terms which would be any that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those obtainable which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $25,000,000, the Company shall have delivered an Officers' Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a) and that such transaction or transactions have been approved by a majority of the Disinterested Members of the Board of Directors of the Company and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000 (other than agreements whereby the Company or a Restricted Subsidiary of the Company obtains or grants a license or other rights to syndicated entertainment programs in a comparable arm's-length transaction with a Person which is not an Affiliate. The the ordinary course of business), the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series have obtained a written opinion from an Independent Financial Advisor stating that the terms of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any such transaction or series of transactions between are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the Company and one the Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or more of its Restricted Subsidiaries employment agreements, compensation or between two employee benefit arrangements and incentive arrangements with any officer, director or more of its Restricted Subsidiaries (provided that no more than 5% employee of the equity interest Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliate)business, and (iii) the payment any dividends made in compliance with Section 10.9 of compensation this Indenture, (includingiv) Permitted Investments, without limitation, amounts paid pursuant (v) loans and advances to employee benefit plans) for the personal services of officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiariesbusiness, (vi) transactions pursuant to agreements existing on the date of this Indenture or amendment thereto so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than not disadvantageous to the Company Holders of Securities, (vii) Deeply Subordinated Shareholder Loans and loans and advances on the same terms as the Existing Subordinated Notes or any (viii) the incurrence of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction intercompany Indebtedness which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateconstitutes Permitted Indebtedness.

Limitation on Transactions with Affiliates. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) the sale, transfer, disposition, purchase, exchange or lease of assets, property or services), other than as provided for, as of the date of this Indenture, in the Operative Agreements, with, or for the personal services of officersbenefit of, directors and employees any Affiliate of the Company Partnership, unless (1) such transaction or any series of related transactions is between the Partnership and its Wholly Owned Restricted SubsidiariesSubsidiaries or between two Wholly Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that are no less favorable to the Partnership or such Restricted Subsidiary, so long as the Board of Directors case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, Partnership or a sale, transfer Restricted Subsidiary and (b) with respect to a transaction or other disposition (other than series of transactions involving aggregate payments or value equal to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,00050 million, the Partnership shall have delivered an Officer’s Certificate to the Trustee certifying that such Asset Sale transaction or transfer series of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed transactions complies with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any preceding clause (a) and that such transaction which is determined or series of transactions has been approved by the independent members a majority of the Board of Directors of the CompanyGeneral Partner (including a majority of the Disinterested Directors); provided, in their reasonablehowever, good faith judgment that this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (as evidenced by a Board Resolution filed with the TrusteeA) to be (a) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the best interests ordinary course of business, (B) any transactions permitted by the provisions of this Indenture set forth in Sections 10.10 hereof; (C) any transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the Company Partnership or such Restricted Subsidiary, and (bD) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateany Accounts Receivable Securitization.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) unless (1) such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms which would be any no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm'sarm’s-length transaction with a Person which that is not an Affiliate. The Company shall not, Affiliate or (2) such transaction is with a non-Guarantor Subsidiary and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving is otherwise permitted under this agreement and in the aggregate $1,000,000 ordinary course of business of Holdings, the Borrower or more with any Affiliate except for such Subsidiary, as the case may be. Notwithstanding the foregoing, Holdings, the Borrower and its Subsidiaries may (ia) pay Permitted Management Fees and other amounts payable under the making of any Restricted PaymentManagement Agreement, (iib) any transaction or series of enter into and consummate the transactions between listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6, (d) make intercompany Investments permitted by Section 6.8, (e) consummate the Company Merger Transactions, (f) pay reasonable and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)customary director, officer and (iii) the payment of employee compensation (including, without limitation, amounts paid pursuant to employee bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiaryindemnification arrangements, and (bg) upon terms which would be obtainable by make payments described under the Company caption “Use of Proceeds”, and undertake the transactions arising out of agreements existing on the Closing Date and described under the caption “Certain relationships and related party transactions”, in the Offering Memorandum or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateOffering Memoranda for the Senior Notes and the Senior Subordinated Notes, dated March 7, 2007.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates (other than Restricted Subsidiaries), except (a) on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $2,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $5,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries of the Company, (ii) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business, (iii) for the personal services of any dividends, payments or investments made in compliance with Section 10.09, (iv) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of business, (v) the incurrence of intercompany Indebtedness which constitutes Permitted Indebtedness, (vi) transactions pursuant to agreements in effect on the Issue Date, (vii) the purchase of equipment for its Restricted SubsidiariesFair Market Value from Terex Corporation or its Affiliates in the ordinary course of business of each of Terex Corporation and the Company, so long as (viii) any sale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle, (ix) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the Board ordinary course of Directors of the Company business, including pursuant to joint venture agreements, and otherwise in good faith shall have approved compliance with the terms thereof of this Indenture which are, in the aggregate (taking into account all the costs and deemed the services theretofore or thereafter to be performed for benefits associated with such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saletransactions), or a sale, transfer or other disposition (other than materially no less favorable to the Company or any of its the applicable Restricted Subsidiaries) of an interest Subsidiary than those that would have been obtained in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such comparable transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a that Restricted Subsidiary with an unrelated person or entity, in a comparable arm's-length transaction with a Person which is not the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an Affiliateunaffiliated party, and (x) transactions described in, or permitted by, clauses (vii) and (x) of the final paragraph of Section 10.09.

Limitation on Transactions with Affiliates. The Company shall Issuers will not, and shall will not permit any Restricted Subsidiary of their Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors and employees with any Affiliate of the Company Issuers (including any Affiliate in which the Issuers or any Subsidiary thereof owns a minority interest) (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among Holdings and its Restricted Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of Holdings; or (iii) the terms of such Affiliate Transaction are fair and reasonable, so long as determined by the Board of Directors of Holdings, to Holdings or such Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable, as determined by the Board of Directors of the Company in good faith shall have approved Issuer that is the direct parent of such Wholly-Owned Subsidiary, as the terms thereof and deemed which could be obtained by the services theretofore Issuer or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset SaleSubsidiary, or a saleas the case may be, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,000, such Asset Sale or transfer of interest 5 million in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction one year which is determined by not permitted under clause (i) or (ii) above, the Issuer or such Subsidiary, as the case may be, must obtain a resolution of an independent members committee of the its Board of Directors certifying that such Affiliate Transaction complies with clause (iii) above, as the case may be. The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to directors or officers of the Company, in their reasonable, good faith judgment Issuers (as evidenced by a Board Resolution filed including the issuance of stock options and/or stock awards) and (ii) the continued performance of transactions with the Trustee) to be (a) Affiliates disclosed in the best interests Plan of Reorganization, on no less favorable terms as disclosed in the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliatePlan of Reorganization.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates (other than Restricted Subsidiaries), except (a) on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained at the time in a comparable transaction or series of related transactions from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $2,000,000 the Company shall have delivered an Officer's Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $5,000,000, such transaction or transactions shall have been approved by a majority of the disinterested members of the Board of Directors of the Company. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business, (iii) for the personal services of any dividends made in compliance with Section 10.9, (iv) loans and advances to officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) Subsidiary made in the best interests ordinary course of business, (v) the Company or such Restricted Subsidiary, incurrence of intercompany Indebtedness which constitutes Permitted Indebtedness and (bvi) upon terms which would be obtainable by transactions pursuant to agreements in effect on the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateIssue Date.

Limitation on Transactions with Affiliates. (a) The Company Issuers shall not, and shall not permit any of their Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for with any Affiliate (including entities in which the personal services of officers, directors and employees of the Company Issuers or any of its Restricted SubsidiariesSubsidiaries own a minority interest)(an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date if such extension, renewal, waiver or other modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (i) such Affiliate Transaction is between or among the Issuers and/or their Wholly-Owned Subsidiaries and/or Holdings (so long as Holdings owns at least 99% of the voting and economic power of the Common Stock of the Company); or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Issuers 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 Issuers 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, the Issuers must obtain a resolution of the Board of Directors of the Company certifying that such Affiliate Transaction complies with clause (ii) above. In any Affiliate Transaction with a value in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition excess of $5,000,000 which is not permitted under clause (i) above (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable sale by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which of its Capital Stock that is not Disqualified Capital Stock), the Issuers must obtain a written opinion as to the fairness of such a transaction from an Affiliateindependent investment banking firm.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions (including the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates involving aggregate consideration in excess of $10,000,000, except: (a) on terms that are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company; (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $75,000,000, the Company shall have delivered an Officers’ Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a); and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $200,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to: (i) transactions with or among the Company and the Restricted Subsidiaries; (ii) transactions in the ordinary course of business, or approved by a majority of the Board of Directors of the Company, between the Company or any Restricted Subsidiary and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% any Affiliate of the equity interest in any of its Restricted Subsidiaries Company that is owned by an Affiliate), and a joint venture or similar entity; (iii) the payment of (A) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, collective bargaining agreements, compensation (including, without limitation, amounts paid pursuant to or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business and (B) for any transaction with an officer or director in the personal services ordinary course of business not involving more than $1,000,000 in any one year; (iv) Restricted Payments made in compliance with Section 10.09; (v) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiariesbusiness; (vi) transactions pursuant to agreements in effect on the Issue Date; (vii) any sale, so long as conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle; (viii) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the Board ordinary course of Directors of the Company business, including pursuant to joint venture agreements, and otherwise in good faith shall have approved compliance with the terms thereof of this Indenture which are, in the aggregate (taking into account all the costs and deemed the services theretofore or thereafter to be performed for benefits associated with such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saletransactions), or a sale, transfer or other disposition (other than materially no less favorable to the Company or the applicable Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person or entity, in the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (ix) any issuance or sale of its Restricted SubsidiariesCapital Stock (other than Redeemable Capital Stock) of an interest the Company or any capital contribution to the Company; (x) the Transactions and the National Pump Transactions, including the payment of all fees and expenses relating thereto and the payments to be made by the Company to Holdings in connection therewith; and (xi) transactions in which Holdings or a Restricted InvestmentSubsidiary, involving as the case may be, delivers to the Trustee a letter from an amount greater than $25,000,000accounting, such Asset Sale appraisal or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with of national standing stating that the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any financial terms of such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment either (as evidenced by a Board Resolution filed with the Trusteex) are fair to be (a) in the best interests of the Company Holdings or such Restricted Subsidiary, and as applicable, from a financial point of view (bor words of similar import) upon terms which would be obtainable by or (y) meet the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliaterequirements of clause (a) of the first paragraph of this Section 10.11.

Limitation on Transactions with Affiliates. The Company shall not(a) Enter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of property or the rendering of any transaction service, with any Affiliate unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of the Borrower's or such Restricted Subsidiary's business and (iii) upon terms which would be any fair and not materially less favorable terms to the Borrower or such Restricted Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it reasonably believes it would obtain in a comparable arm's-arm's length transaction with a Person which is not an Affiliate. The Company ; provided that satisfaction of the foregoing clause (iii) shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in be demonstrated to the aggregate $1,000,000 or more with any Affiliate except for Administrative Agent (i) in a certificate of a Responsible Officer of the making Borrower or such Restricted Subsidiary if the fair market value of any the property or service purchased, sold, leased or exchanged by the Borrower or such Restricted Payment, Subsidiary is no greater than $10,000,000 (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members resolution of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company Borrower or such Restricted SubsidiarySubsidiary if the fair market value of the property or service purchased, and (b) upon terms which would be obtainable sold, leased or exchanged by the Company Borrower or such Restricted Subsidiary is greater than $10,000,000 but no greater than $25,000,000 or (iii) at the Borrower's expense in an opinion of an independent valuation firm selected by the Administrative Agent and reasonably acceptable to the Borrower if the fair market value of the property or service purchased, sold, leased or exchanged by the Borrower or such Restricted Subsidiary is greater than $25,000,000. Notwithstanding the foregoing, any such transaction which is determined to be materially less favorable to the Borrower or a Restricted Subsidiary than the Borrower or such Restricted Subsidiary reasonably believes it would obtain in a comparable arm's-arm's length transaction nevertheless shall be permitted if the excess consideration being paid to such Affiliate would otherwise be permitted at such time as an Investment in such Affiliate under subsection 7.9 and, upon consummation of such transaction, such excess consideration being paid to such Affiliate shall constitute an Investment for the purposes of calculating compliance with a Person which is not an Affiliate.subsection 7.9;

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company (including any Affiliate in which the Company or any Subsidiary thereof owns a minority interest) or holder of 30% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid pursuant to employee benefit plans) for the personal services of to, and indemnity provided on behalf of, officers, directors and directors, employees or consultants of the Company or any of its Restricted Subsidiaries, so long Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in good faith shall have approved such Affiliate Transaction; or (iv) the terms thereof of such Affiliate Transaction are fair and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Salereasonable, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be, and (b) upon the terms of such Affiliate Transaction are at least as favorable, as determined by the Board of Directors of the Company, as the terms which would could be obtainable obtained by the Company or a Restricted Subsidiary such Subsidiary, as the case may be, in a comparable transaction made on an arm's-length transaction with basis between unaffiliated parties. In any Affiliate Transaction involving an amount or having a Person value in excess of $[5] million in any one year which is not permitted under clause (i) or (ii) above, the Company or such Subsidiary, as the case may be, must obtain a resolution of an Affiliateindependent committee of its Board of Directors certifying that such Affiliate Transaction complies with clause (iii) or (iv) above, as the case may be. The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to directors or executive officers of the Company, (ii) the continued performance of transactions with Affiliates disclosed in the Plan of Reorganization, on the same terms as disclosed in the Plan of Reorganization and (iii) the transactions with Affiliates listed on Schedule 4.11 to this Indenture.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into any transaction with or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate upon of its Affiliates (other than Restricted Subsidiaries), except (a) on terms which would be any that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those obtainable which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $25,000,000, the Company shall have delivered an Officers' Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a) and that such transaction or transactions have been approved by a majority of the Disinterested Members of the Board of Directors of the Company and (c) with respect to a transaction or series of related transactions 103 involving aggregate payments or value equal to or greater than $50,000,000 (other than agreements whereby the Company or a Restricted Subsidiary of the Company obtains or grants a license or other rights to broadcast sporting events or syndicated entertainment programs in a comparable arm's-length transaction with a Person which is not an Affiliate. The the ordinary course of business), the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series have obtained a written opinion from an Independent Financial Advisor stating that the terms of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any such transaction or series of transactions between are fair, from a financial point of view, to the Company or the Restricted Subsidiary involved, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the Company and one or more of its the Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest Company, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliate)business, and (iii) the payment any Restricted Payments paid in compliance with Section 10.9 of compensation this Indenture, (includingiv) Permitted Investments, without limitation, amounts paid pursuant (v) loans and advances to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted SubsidiariesSubsidiary for travel, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof entertainment, moving and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Companyrelocation expenses, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) each case made in the best interests ordinary course of business, (vi) transactions pursuant to agreements existing on the Company date of this Indenture or such Restricted Subsidiary, and (bvii) upon terms the incurrence of intercompany Indebtedness which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateconstitutes Permitted Indebtedness.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of property or the rendering of any transaction service, with any Affiliate (other than transactions between or among the Borrower and the Wholly-Owned Subsidiaries) unless such transaction is (a) not prohibited by another provision of this Agreement, (b) in the ordinary course of the Borrower's or the applicable Subsidiary's business and (c) upon fair and reasonable terms which would be any no less favorable to the Borrower or the applicable Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm's length transaction with a Person which is not an AffiliateAffiliate or, in the event no comparable transaction with an unaffiliated Person is available, on terms that are fair from a financial point of view to the Borrower or the applicable Subsidiary. The Company shall notNotwithstanding the foregoing, and the following transactions shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for be deemed to violate this Section 8.10: (i) payments made, or contracts, agreements or understandings entered into, in connection with the making Acquisition, which payments, contracts, agreements or understandings are listed on Schedule 8.10 (including pursuant to any amendment thereto or replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Lenders in any material respect than the agreement in effect on the date of any Restricted Payment, this Agreement); (ii) any transaction or series the purchase, redemption, acquisition of transactions between the Company retirement of Capital Stock pursuant to Section 8.7(b) and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliatec), and ; (iii) transactions between or among the payment Borrower and/or its Wholly-Owned Subsidiaries, (iv) Restricted Payments permitted by Section 8.7 and Investments that are permitted by the provisions of compensation Section 8.8; (including, without limitation, amounts paid pursuant v) indemnification payments made to employee benefit plans) for the personal services of officers, directors and employees of the Company Borrower or its Subsidiaries pursuant to charter, by-law, statutory or contractual provisions; and (vi) reasonable fees and compensation in the ordinary course of business paid to (including issuances and grant of securities and stock options), and employment agreements and stock option and ownership plans for the benefit of, officers, directors or employees of the Borrower or any of its Restricted Subsidiaries, so long as the Board of Directors Subsidiary of the Company Borrower as determined in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Borrower's Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateDirectors.

Limitation on Transactions with Affiliates. The Except as set forth on Schedule 5.6, the Company shall not, not and the Company shall not permit any Restricted Subsidiary toof the Subsidiaries of the Company to sell, engage lease, transfer or otherwise dispose of any of its properties or assets to or purchase any Property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, an Affiliate (an "Affiliate Transaction"), other than (a) transfers of assets to any Constituent Company other than the Company, (b) transactions expressly permitted by Section 5.4, Section 5.5, Section 5.8 and Section 5.16, (c) payment by the Subsidiaries of reasonable compensation to and reimbursement of reasonable expenses incurred on behalf of the Subsidiaries by their respective officers and directors, (d) transactions among the Company and its Subsidiaries or among the Subsidiaries of the Company which is not expressly prohibited by this Agreement, the Registration Agreement or the Notes, and (e) so long as no Default or Event or Default has occurred and is continuing, other transactions which are engaged in by any transaction with any Affiliate Consolidated Party which is upon terms which would be any fair and reasonable terms, no less favorable to the Company or such Subsidiary than those obtainable that could have been obtained in a comparable transaction by the Company or such Subsidiary from a Restricted Subsidiary non-Affiliate. None of the Consolidated Parties will enter into any management, employment, consulting or similar agreement or arrangement with, or otherwise pay any professional, consulting management or similar fees to or for the benefit of, the Sponsors, any members of their families, any affiliates of the Sponsors or such family members, and director, officer or securityholder of any of the foregoing, other than for the payment or reimbursement of fees and expenses to the directors of the Company not to exceed $250,000 in a comparable arm's-length transaction with a Person which is not an Affiliateany fiscal year. The Company shall not, will not and shall will cause each other Consolidated Party not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for to (i) hereafter represent in any way or any manner that the making assets of any Restricted PaymentConsolidated Party (other than, (iisolely with respect to the Company, the assets related to DHMI and its Subsidiaries) any transaction or series are available to satisfy the debts of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company DHMI or any of its Restricted Subsidiaries, so long as the Board Subsidiaries or (ii) commingle any of Directors such party's assets with those of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company DHMI or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit permit, cause or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactionstransactions that are similar or part of a common plan) involving in with or for the aggregate $1,000,000 benefit of any of their respective Affiliates or any beneficial holder of 10% or more of the Common Stock of the Company or any officer or director of the Company (each, an "Affiliate Transaction"), unless the terms of the Affiliate Transaction are set forth in writing, and are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5.0 million shall be approved by a majority of the Board of Directors, such approval to be evidenced by a board resolution stating that the Board has determined that such transaction or transactions comply with any the foregoing provisions. In addition to the foregoing, each Affiliate except for Transaction involving aggregate consideration of $10.0 million or more shall be approved by a majority of the Disinterested Directors; provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the making of Company and any Restricted Payment, Subsidiary or between or among Restricted Subsidiaries; (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any transaction officer, director or series employee of transactions between the Company entered into in the ordinary course of business (including customary benefits thereunder) and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in payments under any of its Restricted Subsidiaries is owned indemnification arrangements permitted by an Affiliate), and applicable law; (iii) the payment of compensation (including, without limitation, amounts paid any transactions undertaken pursuant to employee benefit plansany other contractual obligations in existence on the Issue Date (as in effect on the Issue Date); (iv) for the personal services of any Restricted Payments made 113 in compliance with Section 10.15; (v) loans, advances and reimbursements to officers, directors and employees of the Company or any of its and the Restricted SubsidiariesSubsidiaries for travel, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof entertainment, moving and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Companyrelocation expenses, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) each case made in the best interests ordinary course of business and consistent with past business practices; (vi) the Company pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; (vii) the sale of products or such Restricted Subsidiary, and (b) upon terms which would be obtainable property by any Person to the Company or a Restricted Subsidiary, or by the Company or any Restricted Subsidiary to any Person, in a comparable arm's-length transaction the ordinary course of business and consistent with a Person which is not an Affiliatepast practice; and (viii) the issuance and sale by the Company of Qualified Equity Interests.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower, any Restricted Subsidiary to, engage in or any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or Person that becomes a Restricted Subsidiary as a result of such transaction) unless such transaction is otherwise permitted under this Agreement and is on fair and reasonable terms no less favorable to the Borrower and its Restricted Subsidiaries than would be obtained in a comparable arm's-arm’s length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the foregoing, the Borrower and shall not permit any its Restricted Subsidiary toSubsidiaries may (a) pay Permitted Management Fees and other amounts payable (including all expense reimbursement and indemnification claims) under the Management Agreement, engage (b) enter into and consummate the transactions listed on Schedule 6.10, (c) make Restricted Payments permitted pursuant to Section 6.6, (d)(i) make Investments in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, Unrestricted Subsidiaries permitted by Section 6.7 and (ii) make Investments permitted by Section 6.7(a), (d), (h), (s) or (t), (e) consummate the Transactions (including the issuance of Capital Stock to any transaction officer, director, employee or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% consultant of the equity interest in Borrower or any of its Restricted Subsidiaries is owned by an Affiliateor any direct or indirect parent of the Borrower) and transactions related to or necessary or contemplated in connection with any IPO (whether or not consummated), and, in each case, pay fees and expenses related to thereto, (iiif) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of enter into employment and severance arrangements with officers, directors and employees of Holdings (or any direct or indirect parent company of Holdings), the Company Borrower and the Restricted Subsidiaries and, to the extent relating to services performed for Holdings, the Borrower and the Restricted Subsidiaries (as determined in good faith by the senior management of the relevant Person), pay director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification and expense reimbursement arrangements; provided that any purchase of Capital Stock of Holdings (or any direct or indirect holding company of Holdings) in connection with the foregoing shall be subject to Section 6.6, (g) make customary payments to the Sponsor 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 the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings or the Borrower in good faith, (h) issue or transfer Capital Stock (other than Disqualified Capital Stock) of Holdings (or any direct or indirect parent company of Holdings) to any direct or indirect parent company of Holdings or to any Permitted Investor or to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Borrower or any of its Subsidiaries or any direct or indirect parent company thereof to the extent otherwise permitted by this Agreement, (i) make payments to or receive payments from, and enter into and consummate transactions with, joint ventures (to the extent any such joint venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such joint venture) in the ordinary course of business to the extent otherwise permitted hereunder, (j) pay reasonable out-of-pocket costs and expenses relating to registration rights and indemnities provided to holders of Capital Stock of Holdings or any direct or indirect parent company thereof pursuant to any stockholders agreement or registration and participation rights agreement in effect on the Closing Date, (k) transactions between the Borrower or any Restricted Subsidiary and any Person other than an Unrestricted Subsidiary which would constitute a transaction with an Affiliate solely because a director of such Person is also a director of the Borrower or any direct or indirect parent of the Borrower; provided, however, that such director abstains from voting as a director of the Borrower or such direct or indirect parent, as the case may be, on any matter involving such other Person, (l) make or accept any contribution to the capital of the Borrower or other Loan Party and if the Person making such contribution is not a Loan Party, any other Restricted Subsidiary, (m) the non-exclusive licensing of Intellectual Property in the ordinary course of business to permit the commercial exploitation of Intellectual Property between or among Affiliates and Subsidiaries of the Borrower; and (n) transactions in which Holdings, the Borrower or any of the Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Salecase may be, or obtains a saleletter from an independent financial advisory, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking or appraisal firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any stating that such transaction which is determined by fair to Holding the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company Borrower or such Restricted Subsidiary, and (b) upon terms which would be obtainable by Subsidiary from a financial point of view or meets the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliaterequirements of the first sentence of this Section 6.9.

Limitation on Transactions with Affiliates. The Company WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any business or enter into, renew, extend or permit to exist any transaction or series of related transactions (including any purchase, sale, lease or other exchange of property or the rendering of any service) with any Affiliate upon that is not either (a) WIL-Ireland or one of WIL-Ireland’s Restricted Subsidiaries or a Person that becomes, pursuant to a Redomestication, a part of the consolidated group that includes WIL-Ireland, or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on fair and reasonable terms which (taking all related transactions into account and considering the terms of such related transactions in their entirety) substantially as favorable to WIL-Ireland or such Restricted Subsidiary, as the case may be, as would be any less favorable than those obtainable by the Company or a Restricted Subsidiary available in a comparable arm's-arm’s length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the 109 foregoing, and the restrictions set forth in this covenant shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for apply to (i) the making of any Restricted PaymentInvestments in Unrestricted Subsidiaries permitted by Section 8.06, (ii) any transaction the payment of reasonable and customary regular fees to directors of an Obligor or series a Restricted Subsidiary of transactions between such Obligor who are not employees of such Obligor; (iii) loans and advances permitted hereby to officers and employees of an Obligor and its respective Restricted Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the Company ordinary course of business of an Obligor and one or more of its Restricted Subsidiaries Subsidiaries; (iv) any other transaction with any employee, officer or between two director of an Obligor or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for benefit, compensation or indemnification arrangements entered into in the personal services ordinary course of officersbusiness and approved by, directors and employees of the Company or any of its Restricted Subsidiariesas applicable, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore such Obligor or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Subsidiary permitted by this Agreement; and (bv) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm'snon-length transaction with a Person which is not an Affiliateexclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property.

Limitation on Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company (other than the Company or a Wholly Owned Subsidiary) unless (i) such transaction or series of related transactions is in writing on terms that are no less favorable to the Company or such Subsidiary, as the case may be, than would be available in a comparable transaction in arm's-length dealings with an unrelated third party and (ii) with respect to any transaction or series of related transactions involving aggregate payments in excess of $5,000,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors; PROVIDED that any transaction or series of related transactions otherwise permitted under this paragraph (other than any transaction or series of related transactions with respect to the making of any Permitted Investment pursuant to employee benefit plansclause (viii) for of the personal services definition of officers, directors and employees of "Permitted Investment" or any Restricted Payment permitted pursuant to Section 909) pursuant to which the Company or any Subsidiary of its Restricted Subsidiariesthe Company shall receive or render value exceeding $25,000,000 shall not be permitted unless, so long as prior to the consummation of any such transaction or series of related transactions, the Company shall have received an opinion, from an independent nationally recognized investment banking firm or firm experienced in the appraisal or similar review of similar types of transactions, that such transaction is fair to the Company from a financial point of view; PROVIDED, FURTHER, that this Section 910 shall not apply to (A) any transaction with an officer or member of the Board of Directors of the Company entered into in good faith shall have approved the terms thereof ordinary course of business (including, without limitation, the Company's 1994 Stock Option Plan and deemed the services theretofore or thereafter to be performed for such other compensation or fees to be fair consideration therefor; and provided further that for employee benefit arrangements with any Asset Sale, officer or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members member of the Board of Directors of the Company), (B) transactions or agreements in their reasonableexistence on the date of the Indenture (and extensions or amendments thereof on terms which are not materially less favorable to the Company than the terms of any such transaction or agreement as in existence on the date of this Indenture), good faith judgment (as evidenced C) directors' fees, (D) any reasonable employment agreement approved by a the Board Resolution filed with of Directors of the Trustee) to be (a) Company and entered into in the best interests ordinary course of business of the Company or such Restricted Subsidiaryany extensions thereof on substantially equivalent terms, (E) loans to employees not exceeding $1,500,000 in the aggregate outstanding at any time, (F) any employee benefit plan available to employees of the Company generally, and (bG) upon terms which would be obtainable sales by the Company or a Restricted Subsidiary of its products in a comparable the ordinary course of business on arm's-length transaction with a Person which is not an Affiliateterms.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in sell, lease, transfer or otherwise dispose of any transaction with of its properties or assets to, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate upon (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms which would be any that are no less favorable to the Company or the relevant Subsidiary than those obtainable that would have been obtained in a comparable transaction by the Company or a Restricted such Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Paymentunrelated Person, (ii) any transaction or series of transactions between the Company and one or more delivers to the Trustee (A) with respect to any Affiliate Transaction entered into after the Closing Date involving aggregate consideration in excess of its Restricted Subsidiaries or between two or more $500,000, a resolution of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors and (B) with respect to any Affiliate Transaction involving aggregate consideration in excess of $3 million, an opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transaction from a financial point of view issued by an investment banking firm of national standing; provided that this clause (ii) shall not apply to transactions under the agreement dated on or about the Closing Date (the "Real Estate Agreement") among one or more Affiliates of the CompanyCarmel Trust and the Company in accordance with the terms of such Real Estate Agreement as in effect on the Closing Date and any amendments, modifications, restatements, renewals or supplements thereto; provided that any such amendment, modification, restatement, renewal or supplement to the Real 51 57 Estate Agreement contains provisions that are no less favorable to the Holders of the Notes than those contained in their reasonable, good faith judgment (the Real Estate Agreement as in effect on the Closing Date and has been approved by a majority of the disinterested members of the Board of Directors as evidenced by a resolution of the Board Resolution filed with of Directors set forth in an Officers' Certificate delivered to the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.

Limitation on Transactions with Affiliates. The Neither the Company shall notnor any of its Subsidiaries will enter into any contract, arrangement, understanding or transaction with an Affiliate (an "Affiliate Transaction") except for (i) transactions evidenced by an Officers' Certificate addressed and delivered to the Trustee stating that such Affiliate Transaction is made in good faith and that the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, as the case may be, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon at least as favorable as the terms which would could be any less favorable than those obtainable obtained by the Company or a Restricted Subsidiary such Subsidiary, as the case may be, in a comparable arm's-transaction made on an arm's length basis with persons who are not Affiliates; PROVIDED, HOWEVER, that any such transaction with a Person shall be deemed to be on terms which is not an Affiliate. The are fair and reasonable to the Company shall notor such Subsidiary, as applicable, and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with persons who are not so affiliated, if such transaction is approved by a majority of the members of the Manager's Board of Directors (or, if the Company is a corporation, by the members of the Company's Board of Directors) who are disinterested in the terms thereof; PROVIDED, FURTHER, HOWEVER, (a) that Affiliate Transactions during a single fiscal year involving HET or any Subsidiary of HET shall not permit in the aggregate involve consideration to either party in excess of a threshold to be determined by the Manager's Board of Directors (or, if the Company is a corporation, by the Company's Board of Directors) (including, without limitation, any Restricted Subsidiary decisions regarding the exercise, waiver or modification of rights or obligations, or the determination of fees with respect to project development services, under the Management Agreement), unless such Affiliate Transactions (y) have been approved by the Board of Directors of the Manager (or, if the Company is a corporation, by the Company's Board of Directors) or such Subsidiary, as applicable, in accordance with the applicable governance documents of such entity, or (z) are pursuant to or in connection with agreements or plans (including, without limitation, any business plans, operating plans, financing plans or marketing plans) (I) approved by the Board of Directors of the Manager (or, if the Company is a corporation, of the Company) or such Subsidiary, as applicable, in accordance with the governance documents of such entity, (II) approved by the Bankruptcy Court for the Eastern District of Louisiana in connection with the Plan of Reorganization, or (III) entered into by the Company prior to, engage in on, or substantially concurrently with, the Issue Date, and (b) that with respect to any transaction Affiliate Transaction (or including any series of related transactions) involving consideration to either party in excess of $2.5 million, the Company must, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to the Company or Subsidiary, as the case may be, from a financial point of view from an independent investment banking firm of national reputation, or (in the aggregate $1,000,000 case of a real estate transaction) an independent investment banking firm or more with any Affiliate except for (i) the making a real estate appraisal firm of any Restricted Paymentnational reputation, (ii) any transaction or series of transactions solely between the Company and one or more of its Restricted any wholly owned Subsidiaries or between two or more of its Restricted Subsidiaries solely among wholly owned Subsidiaries, (provided that no more than 5% iii) transactions effected pursuant to, and in accordance with the terms of, the Management Agreement, the Management Fee Reimbursement Agreement, the Collateral Documents, the Security Agreement (House Bank), the Completion Guarantees, the Completion Loan Agreement, the Indemnity Agreement, the HET Loan Guaranty, the Credit Enhancement Fee Agreement, the Minimum Payment Guaranty Documents, the HET/JCC Agreement, the Second Floor Sublease, the Subordinated Credit Facility, a Slot Machine Lease, and any payments under the Bank Credit Facilities, as such terms in such agreements exist on the Issue Date or, in the case of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)Bank Credit Facilities, as they may be subsequently amended, modified, supplemented or replaced, and (iiiiv) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than Payments to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined extent permitted by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 5.3.

Limitation on Transactions with Affiliates. The Company shall not, not and shall not permit permit, cause, or suffer any Restricted Subsidiary of the Company to, engage in directly or indirectly, sell, lease, license, transfer or otherwise dispose of any transaction with of its properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate upon (each of the foregoing, an "Affiliate Transaction"), unless: such Affiliate Transaction is on terms which would be any that are no less favorable to the Company or the relevant Restricted Subsidiary than those obtainable that would have been obtained in a comparable arms' length transaction by the Company or a such Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The unrelated Person; and the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction delivers to the Trustee (or series of related transactionsa) involving in the aggregate $1,000,000 or more with respect to any Affiliate except for Transaction involving aggregate payments in excess of $1,000,000, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and such Affiliate Transaction is approved by a majority of the making disinterested members, if any, of the Board of Directors and (b) with respect to any Affiliate Transaction involving aggregate payments in excess of $5,000,000, an opinion as to the fairness to the Company or such Restricted PaymentSubsidiary from a financial point of view issued by a nationally recognized independent financial advisor; provided, however, that (iii) any transaction or series of transactions between the Company reasonable fees and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (compensation provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)to, and (iii) the payment of compensation (includingindemnity provided on behalf of, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of and its Restricted Subsidiaries, so long Subsidiaries as the Board of Directors of the Company determined in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, (ii) transactions between or among the Company and its Wholly Owned Subsidiaries that are Restricted Subsidiaries, (iii) Restricted Payments permitted by Section 4.12 and (iv) loans in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) aggregate amount not to be (a) in the best interests exceed $1,000,000 at any time outstanding to employees of the Company or such and its Restricted Subsidiary, and (b) upon terms Subsidiaries in the ordinary course of business which would be obtainable are approved by the Board of Directors of the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is shall not an Affiliatebe deemed to be Affiliate Transactions.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Company (including any Affiliate in which the Company or any Subsidiary thereof owns a minority interest) or holder of 15% or more of the Company's Equity Interests (each such transaction, an "Affiliate Transaction") or extend, renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the Issue Date unless (i) such Affiliate Transaction is solely between or among the Company and its Wholly-Owned Subsidiaries; (ii) such Affiliate Transaction is solely between or among Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is for reasonable fees and compensation paid pursuant to employee benefit plans) for the personal services of to, and indemnity provided on behalf of, officers, directors and directors, employees or consultants of the Company or any of its Restricted Subsidiaries, so long Subsidiary thereof as reasonably determined in good faith by the Board of Directors (when required as described below) or senior management of the Company or of such Subsidiary having no interest in good faith shall have approved such Affiliate Transaction; or (iv) the terms thereof of such Affiliate Transaction are fair and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than reasonable to the Company or any such Subsidiary, as the case may be, and the terms of its Restricted Subsidiaries) of an interest such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Subsidiary, as the case may be, in a Restricted Investment, comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,000, such Asset Sale or transfer of interest 5 million in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction one year which is determined by not permitted under clause (i) or (ii) above, the Company or such Subsidiary, as the case may be, must obtain a resolution of an independent members committee of the its Board of Directors certifying that such Affiliate Transaction complies with clause (iii) or (iv) above, as the case may be. The foregoing provisions will not apply to (i) the payment of reasonable annual compensation to directors or executive officers of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed ii) the continued performance of transactions with the Trustee) to be (a) Affiliates disclosed in the best interests Plan of Reorganization, on the Company or such Restricted Subsidiary, same terms as disclosed in the Plan of Reorganization and (biii) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction transactions with a Person which is not an AffiliateAffiliates listed on Schedule 4.9 to this Indenture.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by to, 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 any contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an Affiliate"AFFILIATE TRANSACTION"), and unless (iiii) the payment of compensation (including, without limitation, amounts paid pursuant such Affiliate Transaction is on terms that are no less favorable to employee benefit plans) for the personal services of officers, directors and employees of the Company or the relevant Restricted Subsidiary than those that could 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 involving aggregate consideration in excess of its Restricted Subsidiaries$5.0 million, so long as a resolution of the Board of Directors of the Company set forth in good faith shall have an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors of the CompanyCompany and (b) with respect to any Affiliate Transaction involving aggregate consideration in excess of $15.0 million, 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 investment banking firm of national standing; provided that (v) transactions or payments pursuant to any employment arrangements, employee relocations or employee or director benefit plans entered into by the Company or any of its Restricted Subsidiaries in their reasonable, good faith judgment (as evidenced by a Board Resolution filed the ordinary course of business and consistent with the Trustee) to be (a) in the best interests past practice of the Company or such Restricted Subsidiary, (w) transactions between or among the Company and/or its Restricted Subsidiaries, (x) transactions pursuant to or performance of the Affiliate Agreements on the terms in effect on the date of the Indenture, (y) transactions between a Person and an Affiliate existing at the time such Person is merged with or into or becomes a Restricted Subsidiary, except to the extent such transaction was entered into in connection with, or in contemplation of, such Person merging with or into or becoming a Restricted Subsidiary and (bz) upon terms which would be obtainable by transactions between the Company or a any Restricted Subsidiary and Atria in a comparable arm's-length transaction accordance with a Person which is agreements (I) in existence on the date of the Indenture or (II) entered into after the date of the Indenture on terms no more favorable to Atria than those in the agreements referred to in (I) above, in each case, shall not an Affiliatebe deemed to be Affiliate Transactions. Notwithstanding the foregoing, any Investment in Affiliates permitted by the provisions of Section 3.08 shall not be prohibited by the foregoing limitations on Affiliate Transactions.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors and employees of with any Affiliate (including entities in which the Company or any Restricted Subsidiary owns a minority interest) or holder of its Restricted Subsidiaries, so long as the Board of Directors 10% or more of the Company Company's Common Stock (an "Affiliate Transaction"), other than transactions existing on the date hereof and described elsewhere in good faith shall have approved this Memorandum, or extend, renew, waive or otherwise modify the terms thereof and deemed of any Affiliate Transaction entered into prior to the services theretofore or thereafter to be performed for Issue Date if such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saleextension, or a salerenewal, transfer waiver or other disposition modification is more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date unless (other than i) such Affiliate Transaction is between -82- or among the Company and its Wholly Owned Subsidiaries; or (ii) the terms of such Affiliate Transaction are fair and reasonable to the Company or any such Restricted Subsidiary, as the case may be, and the terms of its such Affiliate Transaction are at least as favorable as the terms which could be obtained by the Company or such Restricted Subsidiaries) of an interest Subsidiary, as the case may be, in a Restricted Investment, comparable transaction made on an arm's-length basis between unaffiliated parties. In any Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,0001.0 million which is not permitted under clause (i) above, the Company shall obtain a Board Resolution certifying that such Asset Sale or transfer Affiliate Transaction complies with clause (ii) above and, in the case of interest an Affiliate Transaction with a value in excess of $3.0 million, the Company shall obtain a Restricted Investment is for fair value written opinion as determined by to the fairness of such a transaction from an opinion of a nationally recognized independent investment banking firm filed with and deliver a copy of such opinion to the Trustee. Notwithstanding the foregoing, this provision shall The foregoing provisions will not prohibit apply to (i) any such transaction which Restricted Payment that is determined not prohibited by the independent members provisions of Section 1010, (ii) any transaction, approved by the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests an officer or director of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted of any Subsidiary in a comparable arm's-length transaction his or her capacity as officer or director entered into in the ordinary course of business, or (iii) transactions subject to Section 801 which are made in compliance with a Person which is not an AffiliateSection 801.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of Property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate upon terms which would be any less favorable than those obtainable by of the Company or a any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an "Affiliate Transaction") unless: (i) such business, transaction or series of related transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction between unaffiliated parties; and (ii) with respect to an Affiliate Transaction involving an amount or having a Person which is not value in excess of $500,000, the Company delivers to the Trustee an Affiliate. The Company shall notOfficers' Certificate stating that such business, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more transactions complies with any Affiliate except for clause (i) above. In the making case of any Restricted Paymentan Affiliate Transaction involving an amount or having a value in excess of $2,000,000 but less than or equal to $10,000,000, (ii) any transaction or series of transactions between the Company and one or more must obtain a Board Resolution of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors (including a majority of Disinterested Directors, if any) certifying that such Affiliate Transaction complies with clause (i) above. In the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) case of an interest in a Restricted Investment, Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,00010,000,000, such Asset Sale or transfer of interest in the Company must obtain a Restricted Investment is for fair value as determined by an written opinion of a nationally recognized investment banking firm filed with or other expert stating that the Trusteetransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoingThe foregoing limitation does not limit, this provision and shall not prohibit apply to, (1) any such transaction which is determined by or series of related transactions pursuant to the independent terms of the Permitted Affiliate Agreements, (2) cash distributions permitted under Section 4.8(b)(v) hereof, relating to Permitted Tax Distributions, (3) the payment of reasonable and customary fees to members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary who are outside directors and (4) the payment of reasonable and customary compensation to officers and employees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in good faith. The aggregate management, consulting and similar fees paid by the Company (excluding amounts paid pursuant to the last sentence of this Section 4.10) (x) to Chartwell shall not exceed $750,000 during any fiscal year and (y) to Mobil Oil shall not exceed $300,000 in any fiscal year; provided that in each case any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of a comparable arm's-length Default or Event of Default until such Default or Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to such other permitted fees. The Company may in addition pay advisory fees to an Affiliate of the Company with respect to specific transactions, provided such payments would be permitted under paragraph (a) of Section 4.8 -48- hereof. In addition, for purposes of this Section 4.10, any transaction or series of related transactions between the Company or any Restricted Subsidiary and an Affiliate of the Company that is approved by a majority of the Disinterested Directors, if any, shall be deemed to comply with a Person which is not an Affiliateclause (i) above. Notwithstanding the provisions of this Section 4.10, the Company may pay fees on the Closing Date in connection with the consummation of the Transactions as described in the Offering Memorandum.

Limitation on Transactions with Affiliates. The Neither the Company shall notnor any of its Subsidiaries will enter into any contract, arrangement, understanding or transaction with an Affiliate (an "Affiliate Transaction") except for (i) transactions evidenced by an Officers' Certificate addressed and delivered to the Trustee stating that such Affiliate Transaction is made in good faith and that the terms of such Affiliate Transaction are fair and reasonable to the Company or such Subsidiary, as the case may be, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon at least as favorable as the terms which would could be any less favorable than those obtainable obtained by the Company or a Restricted Subsidiary such Subsidiary, as the case may be, in a comparable arm's-transaction made on an arm's length basis with persons who are not Affiliates; provided, however, that any such transaction with a Person shall be deemed to be on terms which is not an Affiliate. The are fair and reasonable to the Company shall notor such Subsidiary, as applicable, and on terms which are at least as favorable as the terms which could be obtained on an arm's length basis with persons who are not so affiliated, if such transaction is approved by a majority of the members of the Manager's Board of Directors (or, if the Company is a corporation, by the members of the Company's Board of Directors) who are disinterested in the terms thereof; provided, further, however, (a) that Affiliate Transactions during a single fiscal year involving HET or any Subsidiary of HET shall not permit in the aggregate involve consideration to either party in excess of a threshold to be determined by the Manager's Board of Directors (or, if the Company is a corporation, by the Company's Board of Directors) (including, without limitation, any Restricted Subsidiary decisions regarding the exercise, waiver or modification of rights or obligations, or the determination of fees with respect to project development services, under the Management Agreement), unless such Affiliate Transactions (y) have been approved by the Board of Directors of the Manager (or, if the Company is a corporation, by the Company's Board of Directors) or such Subsidiary, as applicable, in accordance with the applicable governance documents of such entity, or (z) are pursuant to or in connection with agreements or plans (including, without limitation, any business plans, operating plans, financing plans or marketing plans) (I) approved by the Board of Directors of the Manager (or, if the Company is a corporation, of the Company) or such Subsidiary, as applicable, in accordance with the governance documents of such entity, (II) approved by the Bankruptcy Court for the Eastern District of Louisiana in connection with the Plan of Reorganization, or (III) entered into by the Company prior to, engage in on, or substantially concurrently with, the Issue Date, and (b) that with respect to any transaction Affiliate Transaction (or including any series of related transactions) involving consideration to either party in excess of $2.5 million, the Company must, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to the Company or Subsidiary, as the case may be, from a financial point of view from an independent investment banking firm of national reputation, or (in the aggregate $1,000,000 case of a real estate transaction) an independent investment banking firm or more with any Affiliate except for (i) the making a real estate appraisal firm of any Restricted Paymentnational reputation, (ii) any transaction or series of transactions solely between the Company and one or more of its Restricted any wholly owned Subsidiaries or between two or more of its Restricted Subsidiaries solely among wholly owned Subsidiaries, (provided that no more than 5% iii) transactions effected pursuant to, and in accordance with the terms of, the Management Agreement, the Completion Guarantees, the Administrative Services Agreement, the Development Agreement, the Completion Loan Agreement, the Indemnity Agreement, the HET Loan Guaranty, the Credit Enhancement Fee Agreement, the Minimum Payment Guaranty Documents, the HET/JCC Agreement, the HET Warrant, the Second Floor Sublease, a Slot Machine Lease, and any payments under the Bank Credit Facilities, as such terms in such agreements exist on the Issue Date or, in the case of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)Bank Credit Facilities, as they may be subsequently amended, modified, supplemented or replaced, and (iiiiv) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than Payments to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined extent permitted by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 5.3.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into or suffer to exist any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactionstransactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) involving in the aggregate $1,000,000 or more with any Affiliate except for of the Company or any beneficial owner of ten percent or more of any class of Capital Stock of the Company or any Restricted Subsidiary unless (i) such transaction or series of transactions is on terms that are no less favorable to the making of any Company or such Restricted PaymentSubsidiary, as the case may be, than would reasonably be expected to be available in a comparable transaction in arm’s-length dealings with an unrelated third party, and (ii) (a) with respect to any transaction or series of transactions between involving aggregate payments in excess of $5,000,000, the Company delivers an Officers Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest members of the Board of Directors (and approved by a majority of the Independent Directors or, in any of its Restricted Subsidiaries the event there is owned only one Independent Director, by an Affiliatesuch Independent Director), and (iiib) the payment with respect to any transaction or series of compensation (includingtransactions involving aggregate payments in excess of $10,000,000, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company delivers to the Trustee an opinion to the effect that such transaction or any series of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be transactions is fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any such Restricted Subsidiary from a financial point of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined view issued by an opinion of a nationally recognized investment banking firm filed with the Trusteeof national standing or nationally recognized accounting firm or appraisal firm. Notwithstanding the foregoing, this provision shall will not prohibit apply to (i) employment agreements or compensation or employee benefit arrangements or indemnification agreements or similar arrangements with any such transaction which is determined by the independent members of the Board of Directors of the Companyofficer, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder), (ii) any transaction entered into by or such Restricted Subsidiary, and (b) upon terms which would be obtainable by among the Company or a any Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateand one or more Restricted Subsidiaries, (iii) transactions pursuant to agreements existing on the Issue Date and (iv) Restricted Payments and Permitted Investments.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company enter directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly into, and shall not or permit any Restricted Subsidiary toto exist, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of related transactions with or for the benefit of any Affiliate except for transactions made in good faith, the terms of which are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and are at least as favorable as the terms which could be obtained by the Company or 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 and the Company delivers to the Trustee (i) with respect to any transaction or series of related transactions with an Affiliate involving aggregate consideration in excess of $1,000,000, an Officers' Certificate certifying that such transaction or transactions comply with this covenant, (ii) with respect to any transaction or series of related transactions with an Affiliate involving aggregate consideration in excess of $2,000,000, a Board Resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such transaction or transactions comply with this covenant and that such transaction or transactions have been approved in good faith by a majority of the Disinterested Directors of such Board of Directors (which Board Resolution shall be conclusive evidence of compliance with this provision), provided that if there is not a majority of Disinterested Directors able to approve such transaction, the Company shall also deliver an opinion as to the fairness, from a financial point of view, to the Company or such Restricted Subsidiary of such transaction or transactions issued by an investment banking firm of recognized national standing, which opinion shall be conclusive evidence of compliance with this provision, and (iii) with respect to any transaction or series of related transactions with an Affiliate involving aggregate consideration in excess of $5,000,000, a Board Resolution of the Board of Directors of the Company set forth in an Officers' Certificate as described in subclause (ii) immediately above and an opinion as to the fairness, from a financial point of view, to the Company or such Restricted Subsidiary of such transaction or transactions issued by an investment banking firm of recognized national standing, which Board Resolution and opinion shall be conclusive evidence of compliance with this provision; provided, however, that this covenant will not restrict (a) transactions between the Company and one any Subsidiary Guarantor or more transactions between Subsidiary Guarantors, (b) Restricted Payments permitted by the provisions of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries Section 4.8, (provided that no more than 5% of the equity interest in c) any of its Restricted Subsidiaries is owned employee compensation arrangement by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors Subsidiaries which has been approved by a majority of the Company Company's Disinterested Directors and found in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter by such directors to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be, and (bd) upon terms which would customary directors' fees and indemnification and similar arrangements. Notwithstanding the foregoing, the Company will not and will not permit any of its Subsidiaries to, directly or indirectly, remunerate or be obtainable or become directly or indirectly liable or obligated for the remuneration of, director's or similar fees to any person solely by reason of serving as a director of the Board of Directors of any of them in an amount for any fiscal year of the Company which, when aggregated with all other such fees paid or payable to such person by the Company and its Subsidiaries (as applicable) during such period solely by reason of serving as a director of all or any of them, exceeds $30,000, regardless of the number of entities for which such person served as a Restricted director; and for purposes of computing the $30,000 limitation in such annual fees, the fair market value of all property transferred and services provided to such person, without payment therefor, in cash, by such person at the same fair market value of such property or services (as applicable), or other than in exchange for, or incidental to, the performance of services to the Company or any Subsidiary in by such person as an employee of any of them, will be added to all cash payments of such fees; provided that the value of Capital Stock issued to a comparable arm's-length transaction with director as a Person which is director's fee or similar fee shall not an Affiliatebe subject to such $30,000 limitation.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit permit, cause, or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between with or for the Company and one benefit of any of their respective Affiliates or any beneficial holder of ten percent or more of its Restricted Subsidiaries or between two or more any class of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Capital Stock of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors officer or director of the Company in good faith shall have approved the or any Restricted Subsidiary (each an "Affiliate Transaction"), except on terms thereof that are fair and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than reasonable to the Company or any such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other property having a Fair Market Value in excess of its Restricted SubsidiariesUS$2,000,000 (or, to the extent non-U.S. dollar denominated, the U.S. Dollar Equivalent of such amount) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined shall be approved by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as such approval to be evidenced by a Board Resolution filed with (delivered to the Trustee) stating that the Board of Directors of the Company (including a majority of the Disinterested Directors) has determined that such transaction complies with the foregoing provisions. In addition to be the foregoing, with respect to any Affiliate Transaction involving aggregate consideration in excess of US$5,000,000 (aor, to the extent non-U.S. dollar denominated, the U.S. Dollar Equivalent of such amount) or more, the Company must obtain a written opinion (delivered to the Trustee) from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, the best interests Company and/or any of the Restricted Subsidiaries; provided in any such case, no officer, director or beneficial holder of 10% or more of any class of Capital Stock of the Company shall beneficially own any Capital Stock of any such Restricted Subsidiary, (ii) transactions between the Company and any Restricted Subsidiary that are solely for the benefit of the Company or such Restricted Subsidiarya Guarantor, (iii) transactions between or among Unrestricted Subsidiaries, (iv) any dividend permitted by Section 10.13, (v) directors' fees, indemnification and similar arrangements, officers' indemnification, employee stock option or employee benefit plans, employee salaries and bonuses or legal fees paid or created in the ordinary course of business, (bvi) upon terms which would be obtainable payments made to a License Vehicle in reimbursement of expenses to the extent incurred to maintain the effectiveness of any paging licenses used by the Company or a any Restricted Subsidiary and (vii) payments pursuant to each of the following arrangements as in a comparable arm's-length transaction with a Person which is not an Affiliateeffect on the Issue Date: (A) the Technical Services Agreement, (B) the Subscription Agreement, (C) the Paging License Operating Agreements and (D) the Paging License Transfer Agreements.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, enter into or amend any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe purchase, sale, lease or exchange of any property, the guaranteeing of any Indebtedness or the rendering of any service) with or for the personal services benefit of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of Affiliates (an "Affiliate Transaction") other than any Affiliate Transaction or Affiliate Transactions that are on terms that are no less favorable to the Company than those that might reasonably have been obtained at such time in a comparable transaction by the Company on an arm's- length basis from a Person that is not an Affiliate; provided, however, that for -------- ------- a transaction or series of related transactions involving value of $1,000,000 or more, such determination shall be made in good faith shall have approved by a majority of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors, if any; provided, further, -------- ------- however, that for a transaction or series of related transactions involving ------- value of $5,000,000 or more, the Board of Directors shall have received, prior to the consummation thereof, an opinion from a nationally recognized investment banking, accounting or appraisal firm that such Affiliate Transaction is fair, from a financial point of view, to the Holders of the Securities. The foregoing provisions shall not prohibit or restrict (a) transactions between the Company and a Restricted Subsidiary of the Company or among Restricted Subsidiaries of the Company, (b) Restricted Payments and Permitted Investments made in their reasonableaccordance with Section 4.09, good faith judgment (as evidenced c) the payment of reasonable and customary fees to directors of the Company who are not employees of the Company and the payment of reasonable and customary compensation for director and Board of Director observer fees, meeting expenses, insurance premiums and indemnities, to the extent permitted by a Board Resolution filed with law, (d) making loans or advances to officers, employees or consultants of the Trustee) to be Company and the Restricted Subsidiaries (aincluding travel and moving expenses) in the best interests ordinary course of business for bona fide business purposes of the Company or such Restricted Subsidiary, and --------- Subsidiary (be) upon terms which would be obtainable any employment or option agreement entered into by the Company or a any Restricted Subsidiary in a comparable arm's-length transaction with a Person the ordinary course of business that is approved by the Board of Directors, (f) Affiliate Transactions in existence, or for which rights or agreements are in existence, on the Issue Date, in each case as in effect on the Issue Date and as amended thereafter as long as such amendment is not an Affiliatematerially adverse to the interests of the Holders of the Securities as determined in good faith by the Board of Directors, (g) the issuance of stock options (and shares of stock upon the exercise thereof) pursuant to any stock option plan approved by the Board of Directors and shareholders of the Company and (h) Affiliate Transactions pursuant to or contemplated by the SingTel Documents, in each case as in effect on the Issue Date and as amended thereafter as long as such amendment is not materially adverse to the interests of the Holders of the Securities as determined in good faith by the Board of Directors.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate (other than any Credit Party or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower, or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms which would be any no less favorable to Holdings, the Borrower, or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm’s length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the foregoing, and shall not permit any Restricted Subsidiary toso long as no Default or Event of Default is continuing, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment[reserved], (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)Restructuring Transactions shall be permitted, and (iii) Holdings, the payment Borrower and their respective Subsidiaries may pay customary fees to, and the reasonable out-of-pocket expenses of, their respective Boards of compensation Directors and may provide customary indemnities for the benefit of members of their respective Board of Directors, (iv) [Reserved], (v) transactions with Subsidiaries that are not Subsidiary Guarantors, joint venture partners or purchasers or sellers of goods or services shall be permitted, in each case in the ordinary course of business (including, without limitation, amounts paid pursuant to employee benefit plansjoint venture agreements) for and otherwise in compliance with the personal services of officers, directors and employees terms of the Company Loan Documents which are fair to the Borrower or any of its Restricted Subsidiaries, so long as in the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members determination of the Board of Directors of the CompanyBorrower, in their reasonableor the senior management thereof, good faith judgment or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (as evidenced vi) any employment agreement entered into by a Board Resolution filed with the Trustee) to be (a) Holdings or any of its Subsidiaries or employee compensation payments in the best interests ordinary course of the Company business and consistent with past practices of Holdings or such Subsidiary shall be permitted, (vii) Restricted SubsidiaryPayments that are permitted by the provisions of Section 11.6 shall be permitted, (viii) transfers of Inventory from the Borrower or a Subsidiary thereof to a Subsidiary operating in a different jurisdiction in exchange for value not less than the cost of producing such Inventory and not more than the value at which such Subsidiary expects to Dispose of such Inventory shall be permitted and (bix) upon terms which would the exchange of Exchangeable Shares shall be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatepermitted.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, engage in directly or indirectly, enter into any transaction (including without limitation the purchase, sale, lease or exchange of any property or the rendering of any service) with any a Person that, immediately prior to such transaction, was an Affiliate upon (an "Affiliate Transaction"), unless such transaction is on terms which would be any no less favorable than those obtainable by to the Company or a such Restricted Subsidiary than those that could be obtained in a comparable arm's-arms' length transaction with a Person which an entity that is not an Affiliate; provided that continued performance under agreements as in effect on the Initial Issuance Date and described in the Offering Memorandum, or consummation, on the terms described in the Offering Memorandum, of transactions described therein that are not consummated prior to the Initial Issuance Date (and renewals and extensions of such agreements and transactions on terms not materially less favorable to the Holders than the terms of such original agreements and transactions), shall not be subject to such limitation. The In addition, the Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries of the Company to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for enter into (i) an Affiliate Transaction involving or having an expected value of more than $2 million unless such transaction shall have been approved in good faith by resolution of the making Board of any Restricted Payment, Directors and such resolution provides that such Affiliate Transaction complies with the requirements of this Section 4.11 or (ii) any an Affiliate Transaction involving or having an expected value of more than $15 million, unless the Company has received an opinion of a nationally recognized independent investment banking firm, accounting firm, appraisal firm or other experts of nationally recognized standing if, in each case, such firm is regularly engaged to render opinions of such type, to the effect that the transaction or series is fair to the Company (or, if the Company is not a party to such Affiliate Transaction, then to such Restricted Subsidiary) from a financial point of view. Notwithstanding anything to the contrary contained in this Indenture, the foregoing provisions shall not apply to (i) transactions between the Company and one or more a Wholly Owned Subsidiary of its the Company that is a Restricted Subsidiaries Subsidiary or between two or more of its Restricted Wholly Owned Subsidiaries (provided that no more than 5% of the equity interest in Company that are Restricted Subsidiaries, (ii) payments required to be made to the Company or a Restricted Subsidiary by a Subsidiary under any of its Restricted Subsidiaries is owned by an Affiliate)subsidiary management agreement, and as the case may be, (iii) the payment of compensation (including, without limitation, amounts paid payments pursuant to employee benefit plansany tax sharing agreement or arrangement among the Company and its Subsidiaries, (iv) for the personal services of officerstransactions with any current or former employee, directors and employees officer or director of the Company or any of its Restricted Subsidiaries, so long as Subsidiaries pursuant to reasonable employee benefit plans or compensation arrangements or agreements entered into in the Board ordinary course of Directors of business on or prior to the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset SaleStart Date, or a sale, transfer amended or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed created thereafter with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members approval of the Board of Directors of the CompanyDirectors, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed v) transactions with the Trustee) to be (a) in the best interests any employee of the Company or such Restricted Subsidiary, and (b) upon terms pursuant to which would be obtainable by the Company purchases or otherwise acquires Capital Stock of the Company from such employee as permitted under Section 4.7, or (vi) transactions constituting (A) a Restricted Subsidiary in Payment not prohibited by Section 4.7 and not constituting a comparable arm's-length transaction with Permitted Investment, or (B) an investment not constituting an "Investment" by reason of a Person which is not an Affiliatespecific exclusion from such definition.

Limitation on Transactions with Affiliates. The Company shall notwill not enter into, and shall not renew, extend, or permit any Restricted Subsidiary toto enter into, engage in renew or extend, any transaction with agreement relating to the sale, purchase or lease of any assets, property or services from or to any Affiliate upon of the Company (other than a Wholly Owned Subsidiary) unless (i) such transaction or series of transactions is or are on terms which would be any that are no less favorable than those obtainable by to the Company or a Restricted Subsidiary such Subsidiary, as the case may be, than would be available in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, unaffiliated third party and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) (A) with respect to any transaction or series of transactions between involving aggregate payments in excess of $5,000,000, but less than $10,000,000, the Company and one delivers an Officer's Certificate to the Trustee certifying that such transaction or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries transactions complies with clause (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), i) above and (iiiB) the payment with respect to a transaction or series of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investmenttransactions, involving an amount aggregate payments equal to or greater than $25,000,00010,000,000, such Asset Sale transaction or transfer of interest in a Restricted Investment is for fair value as determined by an opinion transactions shall have received the approval of a nationally recognized investment banking firm filed with majority of the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members disinterested directors of the Board of Directors of the Company; provided, however, that this Section 1013 shall not apply to, (i) the payment of fees to Merrill Lynch Capital Partners, Inc. or Merrill Lynch, Pierce, Fenxxx & Xmxxx Xncorporated or any of their Xxxxxxates for consultxxx, xnvexxxxxt banking or financial advisory services rendered by such Person to the Company or any of its Subsidiaries, (ii) actions in their reasonable, good faith judgment (as evidenced connection with Indebtedness to the Company incurred by a Board Resolution filed with the Trustee) to be (a) in the best interests certain members of management of the Company or such Restricted Subsidiaryto purchase shares of Common Stock, which indebtedness is outstanding on the date of this Indenture, (iii) sales of goods and (b) upon terms which would be obtainable services by the Company or a Restricted Subsidiary any of its Subsidiaries to Affiliates of the Company in a comparable arm's-length transaction with a Person which is not an Affiliatethe ordinary course of business, (iv) transactions pursuant to the Distribution and Indemnity Agreement dated as of January 27, 1993, the Tax Sharing Agreement dated as of January 27, 1993, the Benefits Agreement dated as of January 27, 1993, and the Service Agreement dated as of January 27, 1993, in each case as in effect on the date of the Indenture, and (v) the Contribution Agreement dated November 28, 1996, the Stockholders Agreement dated January 24, 1997 and all agreements related thereto and (vi) services rendered to Loomis, Fargo & Co. by the Company's senior executive officers.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit permit, cause or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactionstransactions which are similar or part of a common plan) involving in with or for the aggregate $1,000,000 or more with any Affiliate except for (i) the making benefit of any Restricted Payment, (ii) of their respective Affiliates or any transaction or series beneficial holder of transactions between the Company and one 10% or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Common Stock of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors officer or director of the Company in good faith shall have approved (each, an "Affiliate Transaction"), unless the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyAffiliate Transaction are set forth in writing, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) and are fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $5,000,000 must be approved by a majority of the Disinterested Directors or by the Board of Directors, such approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such transaction or transactions comply with the foregoing provisions provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. In addition to the foregoing, the Company shall obtain, with respect to each Affiliate Transaction involving aggregate consideration of $25,000,000 a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant but without limiting the requirements of the two preceding sentences, when any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentences, such Affiliate Transaction shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (bi) upon terms which would be obtainable transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions under the First-Lien Credit Documents (as defined in the Intercreditor Agreement), the Note Purchase Agreement and the Registration Rights Agreement and other Transaction Documents, (iii dividends paid by the Company pursuant to and in compliance with this Section 5.14, (iv) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries bonuses, employment agreements and arrangements, compensation or a employee benefit arrangements or legal fees, (v) grants of customary registration rights with respect to securities of the Company and (vi) Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliatePayments permitted under Section 5.13 provided that any Investments and purchases constituting Restricted Payments must be fair and reasonable to the Company or such Restricted Subsidiary, as the case may be.

Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the personal services benefit of, any of officersits Affiliates (each an "Affiliate Transaction"), directors other than (x) Affiliate Transactions permitted under paragraph (b) below, (y) Affiliate Transactions conducted in good faith, the terms of which are fair and employees reasonable to the Company or such Subsidiary and which are no less favorable to the Company or such Subsidiary 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 any such Subsidiary and (z) the transactions contemplated by the Securities Purchase Agreement. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) between the Company and its Restricted Subsidiaries, so long as on the one hand, and any director, executive officer or 5% stockholder of the Company, on the other hand, involving aggregate payments or other property with a fair market value in excess of $250,000 shall be approved by the Board of Directors of the Company in good faith shall have approved or such Subsidiary, as the terms thereof and deemed case may be, including a majority of the services theretofore or thereafter disinterested Directors, if any, such approval to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed stating that such Board of Directors has determined that such transaction complies with the Trusteeforegoing provisions. If the Company or any Subsidiary of the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) between the Company and its Subsidiaries, on the one hand, and any director, executive officer or 5% stockholder of the Company, on the other hand, that involves an aggregate fair market value or payments to be (a) in an Affiliate, as the best interests case may be, of more than $2,500,000, the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Subsidiary, as the case may be, from a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not financial point of view, from an AffiliateIndependent Financial Advisor and deliver copies of such opinion to the Holders.

Limitation on Transactions with Affiliates. The Company shall Subject Entity will not, and shall will not cause or permit any Restricted Subsidiary of its Subsidiaries to, engage in enter into any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company contract, agreement, arrangement or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactionsany renewal or extension thereof) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) any Affiliate of the making of any Restricted PaymentSubject Entity, (ii) any transaction Affiliate of any Subsidiary of the Subject Entity or (iii) any Affiliate or Subsidiary of Parent (each, an "Affiliate Transaction") or any series of related Affiliate Transactions, unless the terms of such Affiliate Transaction are fair and reasonable to the Subject Entity or such Subsidiary, as the case may be, and are at least as favorable as the terms which could reasonably be expected to be obtained by the Subject Entity 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 Affiliates; provided that the following shall not be deemed Affiliate Transactions: (A) any contracts, agreements, arrangements or transactions (or any renewals or extensions thereof) solely between or among the Company Subject Entity and one or more any of its Restricted Subsidiaries or between two or more of its Restricted among any Subsidiaries (provided that no more than 5% of the equity interest Subject Entity; (B) Permitted Payments; (C) any Restricted Payments made in compliance with Section 4.3; (D) customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Subject Entity or any of its Restricted Subsidiaries is owned by an Affiliate), and Subsidiaries; (iiiE) transactions pursuant to any contract or agreement in effect on the payment of compensation Issue Date (including, without limitation, amounts paid pursuant the Standstill Agreements) as the same may be amended, modified or replaced from time to employee benefit plans) for time so long as any such amendment, modification or replacement is no less favorable to the personal services of officers, directors Subject Entity and employees its Subsidiaries than such contract or agreement as in effect on the Issue Date or is approved by either a majority of the Company disinterested directors of the Subject Entity or, in the case of amendments, modifications or replacements of any Standstill Agreement after the date of the Reorganization, a majority of the disinterested directors of Parent; (F) employment agreements entered into by the Subject Entity or any of its Restricted SubsidiariesSubsidiaries in the ordinary course of business; (G) transactions with suppliers or other purchases or sales of goods and services, in each case in the ordinary course of business (including, without limitation, pursuant to any joint venture agreements) and otherwise in compliance with the terms of this Indenture, which are fair to the Subject Entity, in the reasonable determination of its Board of Directors 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; (H) Investments in Santee, and other contracts and agreements entered into in connection therewith, so long as the Board of Directors none of the Company foregoing is prohibited by this Indenture; (I) credit support and other provisions of comfort in good faith shall have approved respect of, and other contracts and agreements entered into in connection with, Indebtedness or other obligations of Santee and all amendments, modifications and replacements thereof, so long as none of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforforegoing is prohibited by any other provision of this Indenture; and provided further that (J) transactions pursuant to agreements and contracts with Santee (including agreements for the purchase of milk and other products) or with any Asset Salestockholders of Santee (including stockholder agreements, indemnifications and other agreements and transactions contemplated thereby) or a sale, transfer or other disposition (other than to the Company or any entered into in connection with Xxxxxx'x financing of its Restricted Subsidiariesnew dairy which was under construction on the Issue Date (including Permitted Liens, guarantees, credit support and other provisions of comfort) and all amendments, modifications and replacements thereof, so long as none of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer the foregoing is prohibited by any other provision of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trusteethis Indenture. Notwithstanding Without limiting the foregoing, this provision shall not prohibit in connection with any such transaction which is determined by Affiliate Transaction or series of related Affiliate Transactions (1) involving consideration to either party in excess of $2.5 million, the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with Subject Entity must deliver an Officers' Certificate to the Trustee) , stating that the terms of such Affiliate Transaction are fair and reasonable to be (a) in the best interests of Subject Entity or the Company relevant Subsidiary, as the case may be, and are no less favorable to the Subject Entity or such Restricted Subsidiary, and (b) upon terms which would as the case may be, than could reasonably be obtainable by the Company or a Restricted Subsidiary expected to have been obtained in a comparable arm's-an arm's length transaction with a Person non-Affiliate, (2) involving consideration to either party in excess of $7.5 million, a majority of the disinterested members of the Subject Entity's board of directors approve such Affiliate Transaction or series of related Affiliate Transactions, as the case may be, and, in their good faith judgment, believe that such transaction or transactions, as applicable, are fair and reasonable to the Subject Entity or such Subsidiary, as the case may be, and are no less favorable to the Subject Entity or such Subsidiary, as the case may be, than could reasonably be expected to have been obtained in an arms' length transaction with a non-Affiliate (all of the foregoing to be evidenced by a resolution of such disinterested directors delivered to the Trustee), and (3) involving consideration to either party in excess of $20 million, the Subject Entity must also, prior to the consummation thereof, obtain a written favorable opinion as to the fairness of such transaction to the Subject Entity or the relevant Subsidiary, as the case may be, from a financial point of view from an independent investment banking firm of recognized standing, provided that the requirements of this clause (3) shall only be applicable if the transaction or series of transactions is of a type as to which is not an Affiliateinvestment banking firms of recognized standing customarily render fairness opinions.

Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any Restricted Subsidiary Group Member to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions with or for the benefit of any Affiliate, any holder of 5% or more of any class of Equity Interests of the Company or any Restricted Group Member or any officer, director or employee of the Company or any Restricted Group Member (each, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Group Member, as the case may be, than could reasonably be obtained at such time in a comparable transaction with an unaffiliated third party. For any such transaction that involves value in excess of $5.0 million, the Company shall deliver to the Trustee an officers' certificate stating that a majority of the Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution delivered to the Trustee. For any such transaction that involves value in excess of $20.0 million, the Company shall also obtain a written opinion from an Independent Financial Advisor to the effect that such transaction is fair, from a financial point of view, to the Company or such Restricted Group Member, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions between or among the Company and one or more of its Restricted Subsidiaries Group Members or between two or more of its among Restricted Subsidiaries Group Members; (provided that no more than 5% ii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the equity interest Company or any Restricted Group Member entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliatebusiness (including customary benefits thereunder), and ; (iii) the payment of compensation (including, without limitation, amounts paid transactions pursuant to employee benefit plansagreements in effect on the Issue Date, as such agreements are in effect on the Issue Date or as thereafter amended or supplemented in a manner not adverse to the Holders; (iv) for the personal services of loans and advances to officers, directors and employees of the Company or any Restricted Group Member for travel, entertainment, housing, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof business and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforconsistent with past business practices; and provided further that for (v) any Asset Sale, or a sale, transfer or other disposition (other than to transaction between the Company or any of its Restricted Subsidiaries) of an interest in a Restricted InvestmentGroup Member, involving an amount greater than $25,000,000on the one hand, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit and any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests 48 -42- Affiliate of the Company or such any Restricted SubsidiaryGroup Member engaged primarily in a Telecommunications Business, on the other hand, (x) in the ordinary course of business and consistent with commercially reasonable practices or (y) approved by a majority of the Disinterested Directors; and (bvi) upon terms which would be obtainable by payment of dividends in respect of Equity Interests of the Company or a any Restricted Subsidiary in a comparable arm's-length Group Member permitted under Section 4.11 above; and (vii) any transaction with a Person which is not an Affiliateor series of related transactions involving consideration or payments of less than $25,000.

Limitation on Transactions with Affiliates. The Company Except as set forth in Part 5.8 of the Disclosure Schedule, from the date hereof until the Closing Date, the Sellers shall not, and shall not permit any Restricted Subsidiary of their Subsidiaries to, engage in directly or indirectly, sell, lease, transfer or otherwise dispose of any transaction with of the Target Assets or to permit any Target Subsidiary to purchase any property or assets from, or enter into any contract, understanding, loan, advance or guarantee with, or for the benefit of, an Affiliate upon of the Sellers (other than Targeted Businesses) or any of their Subsidiaries (other than Target Subsidiaries) (an “Affiliate Transaction”), unless (a) such Affiliate Transaction is on terms which would be any that are no less favorable to the Targeted Businesses or such Target Subsidiary than those obtainable by the Company or a Restricted Subsidiary that could have been obtained in a comparable arm's-length transaction from an unrelated Person and (b) with a Person which is not an Affiliate. The Company shall not, and shall not permit respect to any Restricted Subsidiary to, engage in any transaction Affiliate Transaction (or series of related transactionsAffiliate Transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making having a potential value of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% $500,000, in addition to compliance with clause (a), such Affiliate Transaction shall also be approved by a majority of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors of Sylvan or the CompanyBoard of Managers of Ventures, as the case may be, after determining, in their reasonable, reasonable good faith judgment judgment, that (as i) such transaction is in the best interest of the Targeted Businesses based on full disclosure of all relevant facts and circumstances and (ii) such transaction is on fair and reasonable terms competitive with those that could be obtained from an unrelated third party (such approval and determination to be evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests resolution of such disinterested directors of the Company Board of Directors of Sylvan or such Restricted Subsidiarythe Board of Managers of Ventures, and (b) upon terms which would be obtainable as the case may be). Notwithstanding the foregoing, the provisions of this Section 5.8 shall not prevent the Sellers from entering into this Agreement or any of the other Transactions contemplated by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatethis Agreement.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit permit, cause or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactionstransactions which are similar or part of a common plan) involving in with or for the aggregate $1,000,000 or more with any Affiliate except for (i) the making benefit of any Restricted Payment, (ii) of their respective Affiliates or any transaction or series beneficial Holder of transactions between the Company and one 5% or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Common Stock of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors officer or director of the Company in good faith shall have approved (each, an "AFFILIATE TRANSACTION"), unless the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyAffiliate Transaction are set forth in writing, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) and are fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $1.0 million shall be approved by a majority of the Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions. In addition to the foregoing, each Affiliate Transaction involving aggregate consideration of $5.0 million or more shall be approved by a majority of the Disinterested Directors; PROVIDED that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this covenant, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company and the Restricted Subsidiaries, as the case may be, and therefore shall be permitted under this covenant. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date, (iii) dividends and other Restricted Payments paid by the Company pursuant to and in compliance with Section 1009 (iv) customary directors' fees, indemnification and similar arrangements, employee salaries and bonuses, employment agreements and arrangements or compensation or employee benefit arrangements (including options), (v) grants of customary registration rights with respect to securities of the Company and (bvi) upon terms which would be obtainable loans or advances to officers or employees of the Company or any Restricted Subsidiary made in the ordinary course of business of the Company or such Restricted Subsidiary to pay business related travel expenses or reasonable relocation costs of such officers or employees in connection with their employment by the Company or a such Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSubsidiary.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of property or the rendering of any transaction service, with any Affiliate unless such transaction is (a) otherwise permitted under this Agreement,(b) in the ordinary course of the Borrower's or such Subsidiary's business and (c) upon fair and reasonable terms which would be any no less favorable to the Borrower or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm's length transaction with a Person which is not an Affiliate. The Company shall not, and PROVIDED, that the foregoing restriction shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for prohibit (i) payment of reasonable fees to directors of Holdings, the making of any Restricted PaymentBorrower and its Subsidiaries, (ii) the transactions contemplated by the Acquisition Documents, (iii) any payment or other transaction pursuant to any tax sharing agreement, (iv) payments permitted under subsection 9.7 or series of transactions between the Company and one subsection 9.9, (v) underwriting or more of its Restricted Subsidiaries similar agreements with DLJMB, UBSCC or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)their respective Affiliates on customary terms, and (iiivi) the payment of compensation an administrative fee to Holdings in an amount not to exceed $1,000,000 in any calendar year to pay costs and expenses incurred by it in the ordinary course of business, (includingvii) the payment of an advisory fee to Sappi and/or its Affiliates in an amount not to exceed $1,000,000 in any calendar year, without limitation, amounts paid (viii) the Indebtedness permitted pursuant to employee benefit planssubsection 9.2(b) for or 9.2(n), (ix) any employment agreement entered into by the personal services of officers, directors and employees of the Company Borrower or any of its Restricted SubsidiariesSubsidiaries in the ordinary course of business, so long as the Board (x) any issuance of Directors securities in connection with employment arrangements, stock options and stock ownership plans of the Company Borrower entered into in good faith shall have approved the terms thereof ordinary course of business, (xi) transactions between the Borrower and deemed its Subsidiaries and (xii) the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined transactions contemplated by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateagreements listed on SCHEDULE 9.11(xii).

Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business, enter into or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) to exist any transaction or series of transactions between (including the Company and one purchase, conveyance, disposition, sale, lease or more exchange of its Restricted Subsidiaries any property or between two or more the rendering of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iiiservice) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees with any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved (an "Affiliate Transaction") unless: (i) the terms thereof and deemed the services theretofore or thereafter to be performed for of such compensation or fees to be fair consideration therefor; and provided further that for any Asset SaleAffiliate Transaction are (x) set forth in writing, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (ay) in the best interests interest of the Company or such Restricted Subsidiary, as the case may be, (z) as favorable to the Company or such Restricted Subsidiary, as the case may be, as those that could be obtained at the time of such transaction for a similar transaction in arms' length dealings with a Person who is not such an Affiliate and (ii) (x) with respect to an Affiliate Transaction involving aggregate payments or value of $1 million or greater, the Board of Directors of the Company (including a majority of the Independent Directors) have determined in their good faith judgment that the criteria set forth in clauses (i) (y) and (z) are satisfied and have approved the relevant Affiliate Transaction, such approval to be evidenced by a Board Resolution and an Officers' Certificate and (y) with respect to an Affiliate Transaction involving aggregate payments or value of $5 million or greater, the Company obtains from an independent nationally recognized accounting, appraisal or investment banking firm experienced in the review of similar types of transactions a written opinion addressed to the Trustee that such Affiliate Transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary, as the case may be. (b) upon terms which would Section 4.11(a) shall not prohibit (i) any Restricted Payment permitted to be obtainable paid pursuant to Section 4.10 above, (ii) 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 and/or employee benefit plans entered into in the ordinary course of business, approved by the Board of Directors and consistent with past practices of the Company, (iii) loans or advances to employees in the ordinary course of business in accordance with past practices of the Company, (iv) the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries, or (v) any transaction between the Company and a Restricted Guarantor that is a Wholly-Owned Subsidiary in a comparable arm'sor between Guarantors that are Wholly-length transaction with a Person which is not an AffiliateOwned Subsidiaries. SECTION 4.12.

Limitation on Transactions with Affiliates. The Company shall notExcept as otherwise permitted by this Indenture, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by neither the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in nor any of its Restricted Subsidiaries is owned by an Affiliate)shall make any Investment, and (iii) the payment of compensation (includingloan, without limitationadvance, amounts paid pursuant to employee benefit plans) guaranty or capital contribution to, or for the personal services benefit of, or sell, lease or otherwise transfer or dispose of officersany of its properties or assets to, directors and employees or for the benefit of, or purchase or lease any property or assets from, or enter into or amend any contract, agreement or understanding with, or for the benefit of, any Affiliate of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition unless (other than to the Company or any of its Restricted Subsidiariesi) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which or series of transactions is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary based on all relevant facts and circumstances; (ii) such transaction or series of transactions is fair to the Company or such Restricted Subsidiary and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could have been obtained in a comparable transaction on an arms' length basis from a Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries; and (iii) (a) with respect to a transaction or series of related transactions involving aggregate payments in excess of $2,500,000, the Board of Directors and a majority of the Disinterested Directors shall approve such transaction or series of transactions by a Board Resolution evidencing their determination that such transaction or series of transactions complies with clauses (i) and (ii) above, and (b) upon terms which would be obtainable with respect to a transaction or series of transactions involving aggregate payments equal to or greater than $10,000,000, the Company receives a written opinion from a nationally recognized investment bank or valuation firm or, with respect to a transaction requiring the valuation of real property, a nationally recognized real estate appraisal firm, that such transaction or series of transactions is fair to the Company from a financial point of view. The foregoing limitation shall not apply to: (i) any payment of money or issuance of securities by the Company or a any Restricted Subsidiary in of the Company pursuant to employment agreements or arrangements and employee benefit plans, including reimbursement or advancement of out-of-pocket expenses and directors' and officers' liability insurance; (ii) reasonable and customary payments and other benefits (including indemnification) provided to directors for service on the Board of Directors of the Company or any of its Restricted Subsidiaries and reimbursement of expenses related thereto; or (iii) transactions between the Company and any Restricted Subsidiary of the Company, or between one Restricted Subsidiary of the Company and another Restricted Subsidiary of the Company, provided that not more than 20% of such Restricted Subsidiary is owned by any Affiliate of the Company or any of its Restricted Subsidiaries (other than the Company or a comparable arm'sWholly-length transaction with a Person which is not an AffiliateOwned Subsidiary of the Company).

Limitation on Transactions with Affiliates. (a) The Company shall ------------------------------------------ New Obligor will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe sale, purchase, exchange or lease of assets, property or services) for the personal services of officers, directors and employees with any Affiliate of the Company or New Obligor (except that the Bank and any of its Subsidiaries may enter into any transaction or series of related transactions with any Subsidiary of the Bank and the New Obligor and any Wholly Owned Restricted Subsidiary of the New Obligor (other than the Bank and its Subsidiaries) may enter into any transaction or series of related transactions with any other Wholly Owned Restricted Subsidiary without limitation under this covenant) unless (1) such transaction or series of related transactions is in writing on terms that are no less favorable to the New Obligor or such Restricted Subsidiary of the New Obligor, so long 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 in good faith would be offered to a Person that is not an Affiliate, (2) with respect to any transaction 139 or series of related transactions in which the New Obligor and its Restricted Subsidiaries will receive or render value or incur obligations or make aggregate payments in excess of $5,000,000, the New Obligor delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (1) above and such transaction or series of related transactions has been approved by a majority of the Disinterested Directors of the Board of Directors of the Company New Obligor and (3) with respect to any transaction or series of related transactions in good faith shall have approved which the terms thereof New Obligor and deemed the services theretofore its Restricted Subsidiaries will receive or thereafter to be performed for such compensation render value or fees to be fair consideration therefor; and provided further that for any Asset Saleincur obligations or make aggregate payments in excess of $20,000,000, or a sale, transfer or other disposition (other than to in the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent event no members of the Board of Directors of the CompanyNew Obligor are Disinterested Directors with respect to any transaction or series of related transactions included in clause (2), the New Obligor delivers to the Trustee a written 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 New Obligor and such Restricted Subsidiary from a financial point of view; provided, however, that this covenant will not restrict (i) transactions entered into pursuant to any agreement in effect on the Substitution Date and not made in contemplation of the Substitution, (ii) residential mortgage, credit card and other consumer loans to an Affiliate who is an officer, director or employee of the New Obligor or any of its Subsidiaries, (iii) any transaction or series of related transactions in which the total amount involved does not exceed $100,000, (iv) payment of legal expenses incurred on behalf of the New Obligor or its Subsidiaries; provided, however, that such expenses paid by the Bank and its Subsidiaries for or on behalf of the New Obligor or any other Restricted Subsidiary (other than a Subsidiary of the Bank) shall not exceed $500,000 in any fiscal year, (v) transactions permitted under Section 1011, (vi) checking or other deposit products and investment management and advisory services and insurance products, in each case that the Bank and its subsidiaries customarily offer to their reasonablerespective customers in the ordinary course of business, good faith judgment (as evidenced vii) payments pursuant to the Tax Sharing Agreement, (viii) payments by a Board Resolution filed with the TrusteeNew Obligor to the Bank pursuant to the Capital Maintenance Agreement, and (ix) the contribution of Cash Equivalents to be the New Obligor or any Restricted Subsidiary (aother than the Bank and its Subsidiaries) in the best interests return for Qualified Capital Stock of the Company New Obligor or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in enter into or permit to exist any transaction with or for the benefit of any Affiliate upon of the Company (including without limitation the making of any loan, advance, Guarantee or capital contribution to or for the benefit of, the purchase, sale, lease or exchange of any property with, the entering into or amending of employee compensation arrangements with, or the rendering of any service with or for the benefit of, any Affiliate of the Company) (an "AFFILIATE TRANSACTION") unless the terms which would be any less favorable than those obtainable by thereof: (i) are in the ordinary course of business and consistent with past practice; (ii) are fair to the Company or a such Restricted Subsidiary and are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such transaction in a comparable arm's-length transaction dealings with a Person which who is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and ; (iii) the payment if such Affiliate Transaction involves an amount in excess of compensation $500,000, (including, without limitation, amounts paid pursuant to employee benefit plansA) for the personal services of officers, directors are set forth in writing and employees (B) have been approved by a majority of the Company or any members of its Restricted Subsidiaries, so long as the Board of Directors of the Company having no personal stake in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforAffiliate Transaction; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiariesiv) of an interest in a Restricted Investment, involving if such Affiliate Transaction involves an amount greater than in excess of $25,000,0003,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as have been determined by an opinion of a nationally recognized investment banking firm filed with to be fair, from a financial standpoint, to the TrusteeCompany and its Restricted Subsidiaries. Notwithstanding The provisions of the foregoing, this provision foregoing paragraph shall not prohibit apply to (a) transactions exclusively between or among the Company and any Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries, (b) any Restricted Payment permitted to be made under Section 10.11, (c) any employment or related arrangement entered into by the Company or any Restricted Subsidiary in the ordinary course of business on terms customary in the consumer finance business, provided any such transaction which arrangement is determined approved by the independent disinterested members of the Board of Directors Directors, (d) customary directors fees and indemnities, and (e) payments required by the Tax Sharing Agreement or any renewal thereof on substantially similar terms, provided, however, in the case of each of the foregoing clauses (a) through (d), that such transactions are not otherwise prohibited by this Indenture, and provided further, that the provisions of clause (iv) of the foregoing paragraph shall not apply to transactions between the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with Mego Financial and PEC pursuant to the Trustee) to be (a) in Tax Sharing Agreement and the best interests of the Company or such Restricted Subsidiary, PEC Agreements and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliaterenewals thereof on substantially similar terms.

Limitation on Transactions with Affiliates. (a) The Company shall not, and shall not cause or permit any Restricted Subsidiary of its Subsidiaries to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of transactions between with or for the benefit of any of their Affiliates (each an "Affiliate Transaction") but excluding Specified Affiliate Transactions, except in good faith and on terms that are no less favorable to the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided such Subsidiary, as the case may be, than those that no more than 5% of the equity interest could have been obtained in any of its Restricted Subsidiaries is owned by a comparable transaction on an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees arm's-length basis from a Person not an Affiliate of the Company or any such Subsidiary. All Affiliate Transactions (and each series of its Restricted Subsidiaries, so long as related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $250,000 shall be approved by the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter Company, such approval to be performed for evidenced by a Board Resolution stating that such compensation Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or fees to be fair consideration therefor; and provided further that for any Asset Sale, Subsidiary of the Company enters into an Affiliate Transaction (or a saleseries of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $3,000,000, transfer the Company or other disposition (other than such Subsidiary shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or any the relevant Subsidiary, as the case may be, from a financial point of its Restricted Subsidiaries) of view, from an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed Independent Financial Advisor and file the same with the Trustee. Notwithstanding the foregoing, the restrictions set forth in this provision Section 4.12 shall not prohibit apply to (i) transactions between the Company and any such transaction which is determined by the independent members Subsidiary or between Subsidiaries, (ii) any employee compensation arrangement of the Board of Directors Company or any Subsidiary which has been approved by a majority of the Company, 's disinterested directors and found in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) such directors to be (a) in the reasonable best interests interest of the Company or such Restricted Subsidiary, as the case may be, or (iii) customary directors' fees, indemnification and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatesimilar arrangements.

Limitation on Transactions with Affiliates. The Company Issuer and each Guarantor shall not, and shall not permit any Restricted Subsidiary of their respective Subsidiaries to, engage in enter directly or indirectly into, or permit to exist, any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in transactions with or for the aggregate $1,000,000 or more with benefit of any Affiliate of the Issuer, such Guarantor or any of their respective Subsidiaries as the case may be, except for transactions made in good faith, the terms of which are fair and reasonable to the Issuer, such Guarantor or their respective Subsidiaries, as the case may be, and are at least as favorable as the terms which could be obtained by the Issuer, Guarantor or their respective Subsidiaries, as the case may be, in a comparable transaction made on an arm's length basis with Persons who are not Affiliates of the Issuer, such Guarantor or their respective Subsidiaries, as the case may be, and the Issuer, such Guarantor or their respective Subsidiaries, as the case may be, delivers to the Trustee: (i) the making of any Restricted Payment, (ii) with respect to any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% with an Affiliate of the equity interest Issuer, Guarantor or their respective Subsidiaries involving aggregate consideration in excess of $1,000,000, an Officers' Certificate from the Issuer, such Guarantor or their respective subsidiaries certifying that such transaction or transactions comply with this Section 4.11, (ii) with respect to any transaction or series of its Restricted Subsidiaries is owned by transactions with an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees Affiliate of the Company Issuer, Guarantor or any their respective Subsidiaries involving aggregate consideration in excess of its Restricted Subsidiaries$2,000,000, so long as a resolution of the Board of Directors of set forth in an Officers' Certificate from the Company Issuer, such Guarantor or their respective subsidiaries certifying that such transaction or transactions comply with this Section 4.11 and that such transaction or transactions have been approved in good faith shall have approved by a majority of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors who are independent (which resolution shall be conclusive evidence of compliance with this provision), provided that if there is not a majority of independent directors able to approve such transaction, the Issuer, such Guarantor or their respective Subsidiaries shall also deliver an opinion as to the fairness to the Issuer, such Guarantor or their respective Subsidiaries of such transaction or transactions from a financial point of view issued by an investment banking firm of recognized national standing, which opinion shall be conclusive evidence of compliance with this provision; and (iii) with respect to any transaction or series of transactions with an Affiliate of the CompanyIssuer, Guarantor or their respective Subsidiaries involving aggregate consideration in excess of $5,000,000, an Officers' Certificate as described in subclause (ii) above and an opinion as to the fairness to the Issuer, Guarantor or their reasonablerespective Subsidiaries of such transaction or transactions from a financial point of view issued by an investment banking firm of recognized national standing, which resolution and opinion shall be conclusive evidence of compliance with this provision; provided, however, that this Section 4.11 shall not restrict: (1) transactions between the Issuer or Guarantor and any of their respective Subsidiaries or transactions between Subsidiaries of the Issuer or Subsidiaries of any Guarantor, (2) transactions pursuant to the Security Documents, (3) Restricted Payments permitted by Section 4.10, (4) any employee compensation arrangements by the Issuer or any of its Subsidiaries or by any Guarantor or any of its Subsidiaries which has been approved by a majority of such Person's disinterested directors and found in good faith judgment (as evidenced by a Board Resolution filed with the Trustee) such directors to be (a) in the best interests of the Company Issuer, Guarantor or such Restricted Subsidiaryany of its Subsidiaries, as the case may be; (5) customary directors' fees and indemnification and similar arrangements; and (b6) upon terms which would be obtainable by purchases of the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSenior Notes as permitted hereunder.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not enter into or permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plansthe purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the personal services benefit of, any of officersits Affiliates (each an "AFFILIATE TRANSACTION"), directors other than (x) Affiliate Transactions permitted as described below and employees (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 any such Restricted Subsidiary. All Affiliate Transactions (and each series of its Restricted Subsidiaries, so long as related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $2.5 million shall be approved by the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would as the case may be, such approval to be obtainable evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If the Company or a 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, the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the 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. The restrictions set forth in a comparable arm's-length the first paragraph of this Section 4.11 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 or senior management; (ii) transactions exclusively between or among the Company and any of its Wholly Owned Restricted Subsidiaries or exclusively between or among such Wholly Owned Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture; (iii) any agreement (including any certificate of designations relating to Capital Stock) as in effect as of the Issue Date or with respect to any certificate of designations pursuant to an agreement dated as of the Issue Date, the date of the filing thereof, or any exhibit or amendment thereto or any transaction with a Person which contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement thereto so long as any such amendment or replacement agreement is not an Affiliatemore disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (iv) the issuance to Chase Equity Associates, L.P. and Paribas North America, Inc. pursuant to the Securities Purchase Agreement dated on or about the Issue Date of shares of Redeemable Preferred Stock, and the payment of dividends on such shares in accordance with the terms of such Preferred Stock; and (v) Restricted Payments permitted by this Indenture.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any of its Affiliates (other than Restricted Subsidiaries), except (a) on terms that are not materially less favorable to the Company or such Subsidiary, as the case may be, than those which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $10,000,000 the Company shall have delivered an Officer’s Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a), (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $20,000,000, such transaction or transactions shall have been approved by a majority of the Disinterested Members of the Board of Directors of the Company, and (d) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such transaction or series of related transactions is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s length transaction with a non-Affiliate. Notwithstanding the foregoing, the restrictions set forth in this Section 10.11 shall not apply to (i) transactions with or among the Company and the Restricted Subsidiaries, (ii) transactions in the ordinary course of business, or approved by a majority of the Board of Directors of the Company, between the Company or any Restricted Subsidiary and any Affiliate of the Company that is a joint venture or similar entity, including United Rentals Industrial Services Inc., (iii) (A) customary directors’ fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit plansarrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in the ordinary course of business and (B) for any transaction with an officer or director in the personal services ordinary course of business not involving more than $100,000 in any one case, (iv) any dividends, payments or investments made in compliance with Section 10.09, (v) loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiariesbusiness, so long as (vi) the Board incurrence of Directors intercompany Indebtedness which constitutes Indebtedness permitted to be incurred under Section 10.08, (vii) transactions pursuant to agreements in effect on the Issue Date, (viii) any sale, conveyance or other transfer of assets customarily transferred in a Securitization Transaction to a Special Purpose Vehicle, (ix) transactions with customers, clients, suppliers, joint venture partners, joint ventures, including their members or partners, or purchasers or sellers of goods or services, in each case in the Company ordinary course of business, including pursuant to joint venture agreements, and otherwise in good faith shall have approved compliance with the terms thereof of this Indenture which are, in the aggregate (taking into account all the costs and deemed the services theretofore or thereafter to be performed for benefits associated with such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saletransactions), or a sale, transfer or other disposition (other than materially no less favorable to the Company or the applicable Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or that Restricted Subsidiary with an unrelated Person or entity, in the good faith determination of the Company’s Board of Directors or its senior management, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (x) transactions described in, or permitted by, clauses (vii) and (x) of the final paragraph of Section 10.09 and (xi) any issuance or sale of Capital Stock (other than Redeemable Capital Stock and other than proceeds from the issuance of Capital Stock to Holdings or a Subsidiary of Holdings or to an employee stock ownership plan or to a trust established by Holdings or any of its Restricted SubsidiariesSubsidiaries for the benefit of their employees) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by capital contribution to the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateCompany.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into, renew or extend any transaction with contract or agreement relating to the sale, purchase or lease of assets (other than Capital Stock of the Company), property or services from or to any Affiliate upon of the Company (each of the foregoing, an "Affiliate Transaction") (i) on terms which would be any less favorable than those obtainable by to the Company or a the Restricted Subsidiary Subsidiary, as the case may be, than would be available in a comparable arm's-length transaction with a Person which is not an Affiliate. The Affiliate of the Company or (ii) on terms that are not fair from a financial point of view to the Company or the Restricted Subsidiary, as the case may be, in the event no comparable transaction with a Person not an Affiliate of the Company is available; PROVIDED, that the Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into, renew or extend any transaction (Affiliate Transaction or series of related transactionsAffiliate Transactions involving aggregate payments, value, remuneration or other consideration in excess of $1.0 million after the Issue Date unless the prior approval thereof by the Board of Directors (including a majority of the Disinterested Directors) involving in has been obtained and the aggregate $1,000,000 or more with any Affiliate except for Company delivers to the Trustee an Officers' Certificate (i) certifying that the making Affiliate Transaction or series of any Restricted Payment, related Affiliate Transactions complies with the foregoing restriction and (ii) any if the Affiliate Transaction or series of related Affiliate Transactions involves aggregate payments, value, remuneration or other consideration in excess of $5.0 million after the Issue Date, to which is attached a copy of a written opinion of an Independent Financial Advisor specializing or having a speciality in the type and subject matter of the transaction or series of related transactions at issue, to the effect that such transaction or series of related transactions is fair from a financial point of view to the Company or the Restricted Subsidiary, as the case may be; PROVIDED, HOWEVER, that the foregoing restriction will not apply to: (i) transactions between or among (a) the Company and one or more of its Wholly Owned Restricted Subsidiaries or (b) Wholly Owned Restricted Subsidiaries; (ii) transactions between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any Restricted Subsidiary and any qualified employee stock ownership plan established for the benefit of its Restricted Subsidiariesthe Company's employees, so long as or the establishment or maintenance of any such plan; (iii) reasonable director, officer and employee compensation and other benefit, and indemnification, arrangements approved by the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore Directors; or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiariesiv) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined transactions permitted by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 10.10.

Limitation on Transactions with Affiliates. The Company WIL-Ireland shall not, and shall not permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any business or enter into, renew, extend or permit to exist any transaction or series of related transactions (including any purchase, sale, lease or other exchange of property or the rendering of any service) with any Affiliate upon that is not either (a) WIL-Ireland or one of WIL-Ireland’s Restricted Subsidiaries or a Person that becomes, pursuant to a Redomestication, a part of the consolidated group that includes WIL-Ireland, or (b) Weatherford\Al-Rushaid Limited or Weatherford Saudi Arabia Limited, other than on fair and reasonable terms which (taking all related transactions into account and considering the terms of such related transactions in their entirety) substantially as favorable to WIL-Ireland or such Restricted Subsidiary, as the case may be, as would be any less favorable than those obtainable by the Company or a Restricted Subsidiary available in a comparable arm's-arm’s length transaction with a Person which that is not an Affiliate. The Company shall notNotwithstanding the foregoing, and the restrictions set forth in this covenant shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for apply to (i) the making of any Restricted PaymentInvestments in Unrestricted Subsidiaries permitted by Section 8.06, (ii) any transaction the payment of reasonable and customary regular fees to directors of an Obligor or series a Restricted Subsidiary of transactions between such Obligor who are not employees of such Obligor; (iii) loans and advances permitted hereby to officers and employees of an Obligor and its respective Restricted Subsidiaries for travel, entertainment and moving and other relocation expenses made in direct furtherance and in the Company ordinary course of business of an Obligor and one or more of its Restricted Subsidiaries Subsidiaries; (iv) any other transaction with any employee, officer or between two director of an Obligor or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for benefit, compensation or indemnification arrangements entered into in the personal services ordinary course of officersbusiness and approved by, directors and employees of the Company or any of its Restricted Subsidiariesas applicable, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore such Obligor or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Subsidiary permitted by this Agreement; and (bv) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm'snon-length transaction with a Person which is not an Affiliate.exclusive licenses of patents, copyrights, trademarks, trade secrets and other intellectual property. 119

Limitation on Transactions with Affiliates. The Company shall notNeither FelCor LP nor FelCor shall, and neither FelCor LP nor FelCor shall not permit any of their respective Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into, renew or extend any transaction (including, without limitations, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of FelCor LP or FelCor or with any Affiliate of FelCor LP or FelCor or any of their respective Restricted Subsidiaries, except upon fair and reasonable terms which would be any no less favorable than those obtainable by the Company to FelCor LP, FelCor or a such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-arm's length transaction with a Person which that is not such a holder or an Affiliate. The Company foregoing limitation shall notnot limit, and shall not permit apply to: (i) transactions (A) approved by a majority of the independent directors of FelCor or (B) for which FelCor LP, FelCor or any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than delivers to the Company or any of its Restricted Subsidiaries) of an interest in Trustee and the Collateral Agent a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an written opinion of a nationally recognized investment banking firm filed stating that the transaction is fair to FelCor LP, FelCor or such Restricted Subsidiary from a financial point of view; (ii) any transaction solely between FelCor LP or FelCor and any of their respective Wholly Owned Restricted Subsidiaries or solely between Wholly Owned Restricted Subsidiaries; (iii) the payment of reasonable and customary fees and expenses to directors of FelCor who are not employees of FelCor; (iv) any payments or other transactions pursuant to any tax sharing agreement between FelCor LP or FelCor and any other Person with which FelCor LP or FelCor files a consolidated tax return or with which FelCor LP or FelCor is part of a consolidated group for tax purposes; (v) any Restricted Payments not prohibited by Section 4.04; (vi) transactions pursuant to agreements or arrangements in effect on the TrusteeClosing Date or any amendment, modification or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not more disadvantageous to FelCor, FelCor LP and their Restricted Subsidiaries than the original agreement or arrangement in existence on the Closing Date; (vii) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by FelCor, FelCor LP or any of their Restricted Subsidiaries with officers and employees of FelCor or any of its Restricted Subsidiaries that are Affiliates of FelCor or FelCor LP and the payment of compensation to such officers and employees (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans) so long as such agreement has been approved by the Board of Directors of FelCor; (viii) commission, payroll, travel and similar advances or loans (including payment or cancellation thereof) to officers and employees of FelCor or any of its Restricted Subsidiaries; (ix) any transaction with any Person that is not an Affiliate immediately before the consummation of such transaction that becomes an Affiliate as a result of such transaction; or (x) any transaction with a joint venture, partnership, limited liability company or other entity that would constitute an Affiliate Transaction solely because FelCor LP, FelCor or a Restricted Subsidiary owns an equity interest in such joint venture, partnership, limited liability company or other entity. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined or series of related transactions covered by the independent members first paragraph of the Board this Section 4.08 and not covered by clauses (ii) through (x) of Directors of the Companythis paragraph, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) the aggregate amount of which exceeds $5 million in value, must be approved or determined to be fair in the best interests of the Company manner provided for in clause (i)(A) or such Restricted Subsidiary(B) above, and (b) upon terms the aggregate amount of which would exceeds $10 million in value, must be obtainable by determined to be fair in the Company or a Restricted Subsidiary manner provided for in a comparable arm's-length transaction with a Person which is not an Affiliateclause (i)(B) above.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, conduct any business or enter into or permit to exist any transaction or series of related transactions (including, but not limited to, the purchase, sale or exchange of Property, the making of any Investment, the giving of any Guarantee or the rendering of any service) with any Unrestricted Subsidiary or any Affiliate upon terms which would be any less favorable than those obtainable by of the Company or a any Restricted Subsidiary other than transactions solely among any of the Company and its Restricted Subsidiaries (an "Affiliate Transaction") unless: (i) such business, transaction or series of related transactions is on terms no less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable arm's-length transaction between unaffiliated parties; and (ii) with respect to an Affiliate Transaction involving an amount or having a Person which is not value in excess of $1,000,000, the Company delivers to the Trustee an Affiliate. The Company shall notOfficers' Certificate stating that such business, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more transactions complies with any Affiliate except for clause (i) above. In the making case of any Restricted Paymentan Affiliate Transaction involving an amount or having a value in excess of $3,000,000 but less than or equal to $10,000,000, (ii) any transaction or series of transactions between the Company and one or more must obtain a Board Resolution of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors (including a majority of Disinterested Directors, if any) certifying that such Affiliate Transaction complies with clause (i) above. In the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) case of an interest in a Restricted Investment, Affiliate Transaction involving an amount greater than or having a value in excess of $25,000,00010,000,000, such Asset Sale or transfer of interest in the Company must obtain a Restricted Investment is for fair value as determined by an written opinion of a nationally recognized investment banking firm filed with or other expert stating that the Trusteetransaction is fair to the Company or such Restricted Subsidiary from a financial point of view. Notwithstanding the foregoingThe foregoing limitation does not limit, this provision and shall not prohibit apply to, (1) any such transaction which is determined by or series of related transactions pursuant to the independent terms of the Permitted Affiliate Agreements, (2) Restricted Payments and Permitted Investments permitted under this Indenture, (3) the payment of reasonable and customary fees to members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary who are outside directors, (4) the payment of reasonable and customary compensation to officers and employees of the Company or any Restricted Subsidiary as determined by the Board of Directors thereof in a comparable arm's-length good faith, (5) any transaction with a Person which pursuant to an agreement, arrangement or understanding existing on the Issue Date and any amendment to such agreements, arrangements or understandings that is not adverse to the Company, (6) any transaction, approved by the Board of Directors of the Company, with an Affiliateofficer or director of the Company or of any Subsidiary in his or her capacity as officer or director entered into in the ordinary course of business; and (7) any transaction pursuant to an agreement, arrangement or understanding with any Joint Venture Company; provided, however, that any Capital Interests or Debt of such Joint Venture Company that is beneficially owned by an Affiliate of the Company shall only be beneficially owned by a Wholly-Owned Restricted Subsidiary or the Company. The Company may in addition pay advisory fees to an Affiliate of the Company with respect to specific transactions if such payments would be permitted under Section 4.8(a). For purposes of this Section 4.10, any transaction or series of related transactions between the Company or any Restricted Subsidiary and an Affiliate of the Company that is approved by a majority of the Disinterested Directors, if any, shall be deemed to comply with clause (i) above. Notwithstanding the provisions of this Section 4.10, the Company and its Restricted Subsidiaries are permitted to consummate the Transactions and to pay fees on the Issue Date in connection with the consummation of the Transactions.

Limitation on Transactions with Affiliates. The No Company shall notshall, and shall not directly or indirectly: enter into or permit any Restricted Subsidiary to, engage in to exist any transaction (including the purchase, sale, lease or exchange of any Property, the rendering of any service, or a merger or consolidation), with or for the benefit of any Affiliate upon (an "Affiliate Transaction") unless such Affiliate Transaction is (i) otherwise not prohibited under this Agreement and (ii) on fair and reasonable terms which would be any that are not less favorable to such Company than those that are reasonably obtainable by at the Company or a Restricted Subsidiary time in a comparable an arm's-length transaction with a Person which that is not such an Affiliate. The Company ; provided, however, that the following shall notbe permitted: (a) Dividend Payments permitted by Section 9.10; (b) fees and compensation paid to, and shall not permit any Restricted Subsidiary tocustomary indemnity and reimbursement provided on behalf of, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of any Company in the Company ordinary course of business; (c) loans, advances or extensions of credit to employees permitted by Section 9.09; (d) so long as no Event of Default shall have occurred and be continuing, transactions and agreements contemplated by any of its Restricted Subsidiaries, management agreements so long as the Board terms and conditions thereof are reasonably satisfactory to Administrative Agent; (e) transactions and agreements in existence on the Closing Date and listed in Schedule 9.15 (as such agreements were in effect on the Closing Date, the "Existing Affiliate Agreements") and the transactions pursuant to the Existing Affiliate Agreements and renewals and extensions of Directors such agreements and transactions after the Closing Date on substantially similar terms as the Existing Affiliate Agreements; (f) any employment agreements entered into by any Company in the ordinary course of business; (g) any purchase by any Permitted Holder of Equity Interests of Parent or any purchase by Parent of Equity Interests of Borrower or any contribution by Parent to the equity capital of Borrower, provided that any Equity Interests of Borrower purchased by Parent shall be pledged to Administrative Agent on behalf of the Lenders pursuant to the Security Documents; (h) transactions in which Parent delivers to Administrative Agent and the Lenders a letter from an independent financial advisor reasonably acceptable to Administrative Agent stating that such transaction is fair to such Company in good faith from a financial point of view; (i) so long as no Event of Default shall have approved the terms thereof occurred and deemed the services theretofore be continuing, payment of monitoring or thereafter to be performed for such compensation management or similar fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than payable to the Company Principal Investors and their Affiliates in an aggregate amount in any fiscal year of Parent not in excess of $1.0 million (plus reasonable expenses in connection therewith); (j) so long as no Event of Default shall have occurred and be continuing payments by Parent, Borrower or any of its Restricted Subsidiaries) their respective Subsidiaries to any Permitted Holder made for any financial advisory, financing, underwriting or placement services or in respect of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized other investment banking firm filed activities, including, in connection with the Trustee. Notwithstanding the foregoingacquisitions or divestitures, this provision shall not prohibit any such transaction which is determined payments are approved by the independent members a majority of the Board of Directors of the Company, Parent in their reasonable, good faith judgment faith; and (as evidenced by k) Affiliate Transactions (i) between or among Companies and (ii) between or among a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or Companies and any joint venture partner or Person in which such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or Companies own a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateMinority Interest (provided that no Affiliate of Parent, other than such Company or Companies, owns any Equity Interests in, or otherwise controls, such joint venture partner or Person).

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary Subsidiary) unless (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction in arm's-length transaction dealings with a Person which is not an Affiliate. The Company shall notunrelated third party, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) (a) with respect to any transaction or series of transactions between involving aggregate payments in excess of $1,000,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyCompany (and approved by a majority of the Independent Directors or, in their reasonablethe event there is only one Independent Director, good faith judgment by such Independent Director), and (b) with respect to any transaction or series of transactions involving aggregate payments in excess of $5,000,000, an opinion as evidenced by a Board Resolution filed with to the Trustee) fairness to be (a) in the best interests of the Company or such Restricted SubsidiarySubsidiary from a financial point of view issued by an investment banking firm of national standing. Notwithstanding the foregoing, this provision will not apply to (i) employment agreements or compensation or employee benefit arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder), (ii) any transaction entered into by or among the Company or one of its Wholly Owned Restricted Subsidiaries with one or more Wholly Owned Restricted Subsidiaries of the Company, and (biii) upon terms which would be obtainable the national advertising representation agreements between the Company (or any of its Restricted Subsidiaries) and Adam Young, Inc. existing on the date of this Indenture (and any renxxxxx, xxxensions or replacements thereof, and any future such agreements with respect to television stations acquired by the Company or a its Restricted Subsidiary Subsidiaries after the date of this Indenture, so long as such renewals, extensions, replacements or future agreements are on terms substantially similar to those of such existing agreements) and other transactions in a comparable arm's-length transaction with a Person which is not an Affiliateexistence on the date of this Indenture and described or referred to in the Final Memorandum, under the caption "Certain Transactions."

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into any transaction with or series of related transactions (including, without limitation, the sale, transfer, disposition, purchase, exchange or lease of assets, property or services) with, or for the benefit of, any Affiliate upon of its Affiliates (other than Restricted Subsidiaries), except (a) on terms which would be any that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those obtainable which could have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company, (b) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $25,000,000, the Company shall have delivered an Officers' Certificate to the Trustee certifying that such transaction or transactions comply with the preceding clause (a) and that such transaction or transactions have been approved by a majority of the Disinterested Members of the Board of Directors of the Company and (c) with respect to a transaction or series of related transactions involving aggregate payments or value equal to or greater than $50,000,000 (other than agreements whereby the Company or a Restricted Subsidiary of the Company obtains or grants a license or other rights to broadcast sporting events or syndicated entertainment programs in a comparable arm's-length transaction with a Person which is not an Affiliate. The the ordinary course of business), the Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series have obtained a written opinion from an Independent Financial Advisor stating that the terms of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any such transaction or series of transactions between are fair, from a financial point of view, to 101 the Company or the Restricted Subsidiary involved, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions with or among the Company and one or more of its the Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest Company, (ii) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliate)business, and (iii) the payment any Restricted Payments paid in compliance with Section 10.9 of compensation this Indenture, (includingiv) Permitted Investments, without limitation, amounts paid pursuant (v) loans and advances to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted SubsidiariesSubsidiary for travel, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof entertainment, moving and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Companyrelocation expenses, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) each case made in the best interests ordinary course of business, (vi) transactions pursuant to agreements existing on the Company date of this Indenture or such Restricted Subsidiary, and (bvii) upon terms the incurrence of intercompany Indebtedness which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateconstitutes Permitted Indebtedness.

Limitation on Transactions with Affiliates. The Company shall SCIS will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not enter into or permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) the purchase, sale, lease or exchange of any property or the rendering of any service), with, or for the personal services of officersbenefit of, directors and employees of the Company or any of its Restricted SubsidiariesAffiliates (an "Affiliate Transaction"), so long as other than (x) Affiliate Transactions permitted under the Board paragraph 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; provided, however, that for a transaction or series of Directors related transactions with an aggregate value of the Company $5,000,000 or more (i) such determination shall be made in good faith shall have approved by a majority of the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent disinterested members of the Board of Directors of SCIS or (ii) the Company, in their reasonable, good faith judgment (as evidenced by Board of Directors of SCIS shall have received an opinion from a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or nationally recognized investment banking firm that such Restricted Subsidiary, and (b) upon Affiliate Transaction is on terms which would be obtainable by the Company or a Restricted Subsidiary no less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length transaction with basis from a Person which that is not an Affiliate; and provided, further, that for a transaction or series of related transactions with an aggregate value of $10,000,000 or more, the Board of Directors of SCIS shall have received an opinion from a nationally recognized investment banking firm that such Affiliate Transaction is on terms 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. The restrictions set forth in the preceding paragraph shall not apply to (1) reasonable fees and compensating paid to and indemnity provided on behalf of, officers, directors, employees or consultants of SCIS or any Subsidiary of SCIS as determined in good faith by SCIS' Board of Directors or senior management; (2) transactions between or among SCIS or any Restricted Subsidiary of SCIS, on the one hand, and any Subsidiary of SCIS or other Person controlled (as such term is defined in the definition of "Affiliate") by SCIS, on the other hand, so long as no portion of the remaining interest in such Subsidiary or other Person is owned by a Person who controls (as such term is defined in the definition of "Affiliate") SCIS, or between or among such Subsidiaries and Persons, provided such transactions are not otherwise prohibited by this Agreement; (3) any agreement as in effect as of the Closing 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 Banks in any material respect than the original agreement as in effect on the Closing Date; (4) transactions between SCIS or any Restricted Subsidiary of SCIS, on the one hand and Caterair or any Subsidiary of Caterair, on the other hand; and (5) Restricted Payments permitted by this Agreement. Caterair will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates. The restrictions set forth in the preceding paragraph shall not apply to (1) transactions between Caterair or any Subsidiary of Caterair, on the one hand, and SCIS or any Restricted Subsidiary of SCIS, on the other hand; (2) transactions between or among Caterair or any Subsidiary of Caterair, on the one hand, and any Subsidiary of Caterair or other Person controlled (as such term is defined in the definition of "Affiliate") by Caterair, on the other hand, so long as no portion of the remaining interest in such Subsidiary or other Person is owned by a Person who controls (as such term is defined in the definition of "Affiliate') Caterair, or between or among such -52- 59 Subsidiaries and Person; provided that such transactions are not otherwise prohibited by this Agreement; (3) reasonable fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Caterair or any Subsidiary of Caterair as determined in good faith by Caterair's Board of Directors or senior management; (4) any agreement as in effect as of the Closing 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 Banks in any material respect than the original agreement as in effect on the Closing Date; and (5) Caterair Restricted Payments permitted by this Agreement.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary of the Company) unless (a) such transaction or series of transactions is in writing on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable arm's-transaction in arm's length transaction dealings with a Person which is not an Affiliate. The Company shall not, unrelated third party and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactionsb)(i) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) respect to any transaction or series of transactions between involving aggregate payments in excess of $1,000,000, the Company delivers an Officers' Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyCompany (and approved by a majority of Independent Directors or, in their reasonablethe event there is only one Independent Director, good faith judgment by such Independent Director) and (ii) with respect to any transaction or series of transactions involving aggregate payments in excess of $5,000,000, an opinion as evidenced by a Board Resolution filed with to the Trustee) fairness to be (a) in the best interests of the Company or such Restricted SubsidiarySubsidiary from a financial point of view issued by an investment banking firm of national standing. Notwithstanding the foregoing, and this provision will not apply to (bA) upon terms which would be obtainable any transaction with an officer or director of the Company entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of the Company), (B) any transaction entered into by the Company or one of its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company, (C) transactions in a comparable arm's-length transaction with a Person which is not an Affiliateexistence on the date of this Indenture and any renewal, replacement or extension thereof on substantially similar terms and (D) any Permitted Payment.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit permit, cause or suffer any Restricted Subsidiary to, engage in conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in enter into any transaction (or series of related transactionstransactions which are similar or part of a common plan) involving in with or for the aggregate $1,000,000 or more with any Affiliate except for (i) the making benefit of any Restricted Payment, of their respective Affiliates (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided other than Affiliates that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees are not also Affiliates of the Company or any Wholly Owned Restricted Subsidiary) or any beneficial holder of its Restricted Subsidiaries, so long as the Board of Directors 10% or more of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to Common Stock of the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale officer or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members director of the Board of Directors Company (each, an "Affiliate Transaction"), unless the terms of the CompanyAffiliate Transaction are set forth in writing, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) and are fair and reasonable to be (a) in the best interests of the Company or such Restricted Subsidiary, as the case may be. Each Affiliate Transaction involving aggregate payments or other Fair Market Value in excess of $1.0 million shall be approved by a majority of the Board, such approval to be evidenced by a Board Resolution stating that the Board has determined that such transaction or transactions comply with the foregoing provisions. In addition 107 -99- to the foregoing, each Affiliate Transaction involving aggregate consideration of $5.0 million or more shall be approved by a majority of the Disinterested Directors; provided that, in lieu of such approval by the Disinterested Directors, the Company may obtain a written opinion from an Independent Financial Advisor stating that the terms of such Affiliate Transaction to the Company or the Restricted Subsidiary, as the case may be, are fair from a financial point of view. For purposes of this Section 10.14, any Affiliate Transaction approved by a majority of the Disinterested Directors or as to which a written opinion has been obtained from an Independent Financial Advisor, on the basis set forth in the preceding sentence, shall be deemed to be on terms that are fair and reasonable to the Company or the Restricted Subsidiaries, as the case may be, and, therefore, shall be permitted under this Section 10.14. Notwithstanding the foregoing, the restrictions set forth in this Section 10.14 shall not apply to (i) transactions with or among, or solely for the benefit of, the Company and/or any of the Restricted Subsidiaries, (ii) transactions pursuant to agreements and arrangements existing on the Issue Date, (iii) transactions related to the provision of internet services in the ordinary course of business; provided that (x) such transactions are entered into on an arm's length basis and are fair and reasonable to the Company or such Restricted Subsidiary, as the case may be, and (by) upon terms in the good faith judgment of the Company or the applicable Restricted Subsidiary, the Fair Market Value of the consideration received by the Company or such Restricted Subsidiary, as the case may be, reasonably approximates the Fair Market Value of the services provided, (iv) dividends paid by the Company pursuant to and in compliance with Section 10.13 hereof, (v) customary directors' fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses, employment agreements and arrangements, compensation or employee benefit arrangements or legal fees, (vi) transactions contemplated by any of the Permitted Affiliate Agreements as in effect on the Issue Date and (vii) grants of customary registration rights with respect to securities of the Company. The Company shall use, and shall cause each Restricted Subsidiary to use, its commercially reasonable best efforts to ensure that each person in which would be obtainable by the Company or a Restricted Subsidiary makes an Investment that is an ISP at the time of the Investment continues to meet the conditions and requirements of the definition of "ISP" in all material respects until such time as a comparable arm's-length transaction Rollup shall have occurred with a Person which is not an Affiliate.respect to such ISP. 108 -100-

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or 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"), unless (i) such Affiliate Transaction is on terms that are no less favorable to Company or the relevant Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable that would have been obtained in a comparable transaction by the Company or a such Restricted Subsidiary in a comparable arm's-length transaction with a an unrelated Person which is not an Affiliate. The and (ii) the Company shall not, and shall not permit delivers to the Trustee (a) with respect to any Restricted Subsidiary to, engage in any transaction (Affiliate Transaction or series of related transactions) Affiliate Transactions involving aggregate payments or consideration in excess of $5.0 million, a Board Resolution authorizing and determining the aggregate $1,000,000 or more with any fairness of such Affiliate except for (i) the making Transaction approved by a majority of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyCompany and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $15.0 million, in their reasonable, good faith judgment (an opinion as evidenced by a Board Resolution filed with to the Trustee) fairness to be (a) in the best interests of the Company or such Restricted SubsidiarySubsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing provisions will not prohibit (i) reasonable fees and (b) upon terms which would be obtainable by compensation paid to and indemnity provided on behalf of officers, directors, employees, agents or consultants of the Company or a any Restricted Subsidiary of the Company as determined in a comparable arm's-length good faith by the Company's Board of Directors or senior management including, without limitation, any issuance of Equity Interests of the Company pursuant to stock option, stock ownership or similar plans; (ii) transactions between or among the Company and/or its Restricted Subsidiaries; (iii) any agreement or arrangement as in effect on May 11, 1999 and publicly disclosed or any amendment thereto or any transaction with a Person which contemplated thereby (including pursuant to any amendment thereto) in any replacement agreement or arrangement thereto so long as any such amendment or replacement agreement or arrangement is not an Affiliatemore disadvantageous to the Company or its Restricted Subsidiaries, as the case may be, in any material respect than the original agreement as in effect on May 11, 1999; (iv) loans or advances to employees and officers of the Company and its Restricted Subsidiaries not in excess of $5 million at any time outstanding; and (v) any Permitted Investment or any Restricted Payment that is permitted by Section 4.10 hereof.

Limitation on Transactions with Affiliates. The Company Partnership shall not, and shall not permit any of its Restricted Subsidiary Subsidiaries to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company directly or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall notindirectly, and shall not permit any Restricted Subsidiary to, engage in any transaction (enter into or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) suffer to exist any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) the sale, transfer, disposition, purchase, exchange or lease of assets, property or services), other than as provided for in the Operative Agreements, with, or for the personal services of officersbenefit of, directors and employees any Affiliate of the Company Partnership, unless (1) such transaction or any series of related transactions is between the Partnership and its Wholly Owned Restricted SubsidiariesSubsidiaries or between two Wholly Owned Restricted Subsidiaries or (2) (a) such transaction or series of related transactions is on terms that are no less favorable to the Partnership or such Restricted Subsidiary, so long as the Board of Directors case may be, than those which would have been obtained in a comparable transaction at such time from Persons who are not Affiliates of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, Partnership or a sale, transfer Restricted Subsidiary and (b) with respect to a transaction or other disposition (other than series of transactions involving aggregate payments or value equal to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,00015 million, the Partnership shall have delivered an Officers’ Certificate to the Trustee certifying that such Asset Sale transaction or transfer series of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed transactions complies with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any preceding clause (a) and that such transaction which is determined or series of transactions has been approved by the independent members a majority of the Board of Directors of the CompanyGeneral Partner (including a majority of the Disinterested Directors); provided, in their reasonablehowever, good faith judgment that this Section 10.11 will not restrict the Partnership, any Restricted Subsidiary or the General Partner from entering into (as evidenced by a Board Resolution filed with the TrusteeA) to be (a) any employment agreement, stock option agreement, restricted stock agreement or other similar agreement in the best interests ordinary course of business, (B) transactions permitted by the provisions of this Indenture set forth in Sections 10.10 hereof and (C) transactions in the ordinary course of business in connection with reinsuring the self-insurance programs or other similar forms of retained insurable risks of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable Permitted Business operated by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliatePartnership.

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, 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 any contract, agreement, loan, advance or Guarantee with, or any contract, agreement, loan, advance or Guarantee for the specific benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary to, engage in any transaction with any Affiliate upon terms which would be any less favorable than those obtainable that would have been obtained in a comparable transaction by the Company or a such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (A) with respect to any Affiliate Transaction involving aggregate consideration in excess of $1.0 million, a comparable arm's-length resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (A) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (B) with respect to any Affiliate Transaction involving aggregate consideration in excess of $5.0 million, a written opinion, appraisal or certification from a nationally recognized professional experienced in evaluating similar types of transactions stating that the terms of such transaction with are fair to the Company or such Restricted Subsidiary, as the case may be, from a Person which is not an Affiliate. The Company shall not, and financial point of view; PROVIDED that the following shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any be deemed to constitute Affiliate except for Transactions: (i) the making payment of any Restricted Payment, reasonable fees to directors of the Company who are not employees of the Company; (ii) any transaction or series of transactions between agreements and arrangements existing on the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and date hereof; (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of any employment agreement entered into by the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) Subsidiaries in the best interests ordinary course of business of the Company or such Restricted Subsidiary; (iv) the adoption of employee benefit plans in the ordinary course of business and payments and other transactions thereunder; PROVIDED that any such adoption, payment or other transaction shall have been approved by a majority of the disinterested members of the Board; (v) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (vi) any contract, agreement, loan, advance or Guarantee for the general benefit of the Company and its stockholders, including stockholders that are Affiliates of the Company; and (bvii) upon terms which would be obtainable any Affiliate Transactions permitted by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliateprovisions of Section 4.07 hereof.

Limitation on Transactions with Affiliates. The Company shall not, and shall not cause or permit any Restricted Subsidiary to, engage in directly or indirectly, conduct any transaction with any Affiliate upon terms which would be any less favorable than those obtainable by the Company business or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) enter into any transaction or series of related transactions with or for the benefit of any Affiliate, any 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 such Affiliate Transaction is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than could reasonably be obtained at such time in a comparable transaction with an unaffiliated third party. For any such transaction that involves value in excess of $5.0 million, the Company shall deliver to the Trustee an Officers' Certificate stating that a majority of the Disinterested Directors has determined that the transaction satisfies the above criteria and shall evidence such a determination by a Board Resolution delivered to the Trustee. For any such transaction that involves value in excess of $20.0 million, the Company shall also obtain a written opinion from an Independent Financial Advisor to the effect that such transaction is fair, from a financial point of view, to the Company or such Restricted Subsidiary, as the case may be. Notwithstanding the foregoing, the restrictions set forth in this covenant shall not apply to (i) transactions between or among the Company and one or more of its Restricted Subsidiaries or between two or more of its among Restricted Subsidiaries Subsidiaries; (provided that no more than 5% ii) customary directors' fees, indemnification and similar arrangements, employee salaries, bonuses or employment agreements, compensation or employee benefit arrangements and incentive arrangements with any officer, director or employee of the equity interest Company or any Restricted Subsidiary entered into in any the ordinary course of its Restricted Subsidiaries is owned by an Affiliatebusiness (including customary benefits thereunder), and ; (iii) the payment of compensation (including, without limitation, amounts paid transactions pursuant to employee benefit plansagreements 47 -42- or arrangements in effect on the Issue Date, as such agreements or arrangements are in effect on the Issue Date or as thereafter amended or supplemented in a manner not adverse to the Holders; (iv) for the personal services of loans and advances to officers, directors and employees of the Company or any Restricted Subsidiary for travel, entertainment, moving and other relocation expenses, in each case made in the ordinary course of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof business and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration thereforconsistent with past business practices; and provided further that for (v) any Asset Sale, or a sale, transfer or other disposition (other than to transactions between the Company or any Restricted Subsidiary, on the one hand, and any Affiliate of its Restricted Subsidiaries) of an interest the Company engaged primarily in a Restricted InvestmentTelecommunications Business, involving an amount greater than $25,000,000on the other hand, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (ax) in the best interests ordinary course of business and consistent with commercially reasonable practices or (y) approved by a majority of the Disinterested Directors; (vi) any payment pursuant to any tax sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; provided, however, that such payment is not greater than that which the Company would be required to pay as a stand-alone taxpayer; (vii) the pledge of Equity Interests of Unrestricted Subsidiaries to support the Indebtedness thereof; (viii) Restricted Subsidiary, Payments permitted under Section 4.11; and (bix) upon terms which would be obtainable the issuance and sale by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliatefor cash of Qualified Equity Interests.

Limitation on Transactions with Affiliates. The Company shall notNeither the Company, and shall not permit the Subsidiary Guarantors, nor any of their respective Restricted Subsidiary Subsidiaries will be permitted to, engage in directly or indirectly, enter into, renew or extend any transaction or series of transactions (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate upon terms which would be any less favorable than those obtainable by of the Company or a any of its Restricted Subsidiaries ("Affiliate Transactions"), other than Exempted Affiliate Transactions, except upon fair and reasonable terms no less favorable to the Company, the Subsidiary Guarantor or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person which that is not an Affiliate. The Company shall notforegoing limitation does not limit, and shall not permit apply to (i) transactions approved by a majority of the Board of the Company; (ii) the payment of reasonable and customary fees and expenses to members of the Board of the Company who are not employees of the Company; (iii) any Restricted Subsidiary toPayments not prohibited by Section 4.9 or Section 4.15 (as applicable) or any payments specifically exempted from the definition of Restricted Payments; and (iv) Permitted REIT Payments. Notwithstanding the foregoing, engage in any transaction (Affiliate Transaction or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted PaymentTransactions, (ii) other than Exempted Affiliate Transactions and any transaction or series of related transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest specified in any of its Restricted Subsidiaries is owned by clauses (ii) through (iv) of this paragraph, (a) with an Affiliate), and (iii) the payment aggregate value in excess of compensation (including, without limitation, amounts paid $10 million must first be approved pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the a Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or Resolution by a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members majority of the Board of Directors the Company who are disinterested in the subject matter of the transaction, and (b) with an aggregate value in excess of $25 million, will require the Company to obtain a favorable written opinion from an independent financial advisor of national reputation as to the fairness from a financial point of view of such transaction to the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company such Subsidiary Guarantor or such Restricted Subsidiary, and (b) upon terms which would except that in the case of a real estate transaction or related real estate transactions with an aggregate value in excess of $25 million but not in excess of $50 million, an opinion may instead be obtainable by obtained from an independent, qualified real estate appraiser that the Company consideration received in connection with such transaction is fair to the Company, such Subsidiary Guarantor or a such Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSubsidiary.

Limitation on Transactions with Affiliates. The Company shall notEnter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Restricted Subsidiary) unless such transaction is (a) otherwise not prohibited by this Agreement, (b) in the ordinary course of business of the Borrower or such Restricted Subsidiary, as the case may be, and (c) upon fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, (i) so long as no Specified Event of Default has occurred and is continuing, the Borrower and its Restricted Subsidiaries may pay fees and expenses to the Sponsor and its Control Investment Affiliates pursuant to the Management Agreement as in effect on the date hereof; provided that fees for the Investment Banking Services (as defined in the Management Agreement) may not exceed 1.0% of the total transaction value of the transaction giving rise to such Investment Banking Services, (ii) the Borrower and its Restricted Subsidiaries may enter into any transaction with an Affiliate that is not prohibited by the terms of this Agreement to be entered into by the Borrower or such Restricted Subsidiary with an Affiliate and (iii) without being subject to the terms of this Section 7.10, enter into any transaction with any Person which is an Affiliate of Superholdings only by reason of such Person and Superholdings having common directors. For the avoidance of doubt, this Section 7.10 shall not permit apply to employment, bonus, retention and severance arrangements with, and payments of compensation or benefits to or for the benefit of, current or former employees, consultants, officers or directors of the Borrower or any of its Restricted Subsidiary toSubsidiaries in the ordinary course of business. For purposes of this Section 7.10, engage in any transaction with any Affiliate upon terms which would shall be any less favorable than those obtainable by deemed to have satisfied the Company or a Restricted Subsidiary standard set forth in a comparable arm's-length transaction with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction clause (or series of related transactionsb) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries first sentence hereof if such transaction is owned approved by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees a majority of the Company or any of its Restricted Subsidiaries, so long as the Board of Disinterested Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any board of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members directors of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company Borrower or such Restricted Subsidiary, as applicable. “Disinterested Director” shall mean, with respect to any Person and (b) upon terms which would be obtainable by transaction, a member of the Company board of directors of such Person who does not have any material direct or a Restricted Subsidiary indirect financial interest in a comparable arm's-length transaction or with a Person which is not an Affiliaterespect to such transaction.

Limitation on Transactions with Affiliates. The Company shall notEnter into any ------------------------------------------ transaction, and shall not permit including, without limitation, any Restricted Subsidiary topurchase, engage in sale, lease or exchange of Property, the rendering of any transaction service or the payment of any management, advisory or similar fees, with any Affiliate (other than Holdings, the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) upon fair and reasonable terms which would be any no less favorable to Holdings, the Borrower or such Subsidiary, as the case may be, than those obtainable by the Company or a Restricted Subsidiary it would obtain in a comparable arm's-arm's length transaction with a Person which is not an AffiliateAffiliate or Holdings, the Borrower or such Subsidiary. The Company Notwithstanding the foregoing, the following transactions shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for be permitted: (i) the making Borrower and its Subsidiaries may pay management, advisory or similar fees and expenses to the Sponsor and its Control Investment Affiliates in an aggregate amount not to exceed $1,000,000 in any fiscal year of any Restricted Paymentthe Borrower (plus reasonable out-of-pocket expenses incurred by Sponsor and its Affiliates in providing services to Holdings and the Borrower in connection with the Recapitalization or in connection with ongoing services provided from time to time), (ii) any transaction or series of transactions between the Company and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate)Recapitalization shall be permitted, and (iii) Holdings, the Borrower and their respective Subsidiaries may pay customary fees to, and the reasonable out-of-pocket expenses of, its Board of Directors and may provide customary indemnities for the benefit of members of its Board of Directors, (iv) the payment by Holdings or the Borrower, in connection with the Recapitalization, any Acquisition, divestiture or financing transaction that is consummated by Holdings, the Borrower or any of compensation their respective Subsidiaries, of a transaction fee and expenses to the Sponsor and its Affiliates pursuant to the Xxxx Advisory Services Agreement (as in effect on the date hereof) for such transaction, (v) transactions with Subsidiaries that are not Subsidiary Guarantors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, amounts paid pursuant to employee benefit plansjoint venture agreements) for and otherwise in compliance with the personal services of officers, directors and employees terms of the Company Loan Documents which are fair to the Borrower or its Subsidiaries, in the good faith determination of the Board of Managers of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably been obtained at such time from an unaffiliated party, (vi) any employment agreement entered into by Holdings or any of its Subsidiaries or employee compensation payments in the ordinary course of business and consistent with past practices of the Borrower or such Subsidiary, (vii) Restricted SubsidiariesPayments that are permitted by the provisions of Section 7.6, so long as (viii) payments or loans to employees or consultants which are approved by the Board of Directors of the Company Managers in good faith shall have approved faith, (ix) in the terms thereof case of foreign joint ventures, transfers of equipment for sale outside of North America in exchange for value not less than the Borrower's cost of producing such equipment and deemed (x) transactions effected pursuant to a Permitted Receivables Financing (including the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to servicing of Receivables sold thereunder by the Company Borrower or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the Company, in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, and (b) upon terms which would be obtainable by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an Affiliate).

Limitation on Transactions with Affiliates. The Company shall not, and shall not permit any of the Restricted Subsidiary Subsidiaries to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary Subsidiary) unless (a) such transaction or series of transactions is in writing and on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable arm'stransaction in arm’s-length transaction dealings with a Person which is not an Affiliate. The Company shall not, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Paymentunrelated third party, (iib) with respect to any transaction or series of transactions between involving aggregate payments in excess of $20,000,000, the Company delivers an Officers’ Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (a) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any members of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company (and approved by a majority of Independent Directors 113 or, in good faith shall have approved the terms thereof event there is only one Independent Director, by such Independent Director) and deemed the services theretofore (c) with respect to any transaction or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Saleseries of transactions involving aggregate payments in excess of $25,000,000, or a sale, transfer or other disposition (other than an opinion to the Company or any such Restricted Subsidiary from an independent investment banking, accounting or appraisal firm of its Restricted Subsidiaries) nationally recognized standing that the terms of an interest such transaction are not materially less favorable than those that might reasonably have been obtained in a Restricted Investment, involving comparable transaction at such time on an amount greater than $25,000,000, such Asset Sale or transfer of interest in arm’s-length basis from a Restricted Investment Person that is for fair value as determined by not an opinion of a nationally recognized investment banking firm filed with the TrusteeAffiliate. Notwithstanding the foregoing, this provision shall not prohibit apply to (A) any such transaction which is determined with an officer or director of the Company or Parent entered into in the ordinary course of business (including compensation or employee benefit arrangements with any officer or director of the Company or Parent), (B) any transaction entered into by the independent members Company or one of the Board of Directors its Wholly Owned Restricted Subsidiaries with a Wholly Owned Restricted Subsidiary of the Company, (C) transactions in their reasonable, good faith judgment (as evidenced by a Board Resolution filed with existence on the Trustee) to be (a) in the best interests of the Company or such Restricted Subsidiary, Issue Date and (bD) upon terms which would be obtainable any Restricted Payment permitted by the Company or a Restricted Subsidiary in a comparable arm's-length transaction with a Person which is not an AffiliateSection 1009.

Limitation on Transactions with Affiliates. The Company shall will not, and shall will not permit any Restricted Subsidiary to, engage in directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate upon terms which would be any less favorable of the Company (other than those obtainable by the Company or a Wholly Owned Restricted Subsidiary Subsidiary) unless (i) such transaction or series of transactions is on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than would be available in a comparable transaction in arm's-length transaction dealings with a Person which is not an Affiliate. The Company shall notunrelated third party, and shall not permit any Restricted Subsidiary to, engage in any transaction (or series of related transactions) involving in the aggregate $1,000,000 or more with any Affiliate except for (i) the making of any Restricted Payment, (ii) (a) with respect to any transaction or series of transactions between involving aggregate payments in excess of $1,000,000, the Company delivers an Officers Certificate to the Trustee certifying that such transaction or series of related transactions complies with clause (i) above and one such transaction or more series of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries (provided that no more than 5% related transactions has been approved by a majority of the equity interest in any of its Restricted Subsidiaries is owned by an Affiliate), and (iii) the payment of compensation (including, without limitation, amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of the Company or any of its Restricted Subsidiaries, so long as the Board of Directors of the Company in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation or fees to be fair consideration therefor; and provided further that for any Asset Sale, or a sale, transfer or other disposition (other than to the Company or any of its Restricted Subsidiaries) of an interest in a Restricted Investment, involving an amount greater than $25,000,000, such Asset Sale or transfer of interest in a Restricted Investment is for fair value as determined by an opinion of a nationally recognized investment banking firm filed with the Trustee. Notwithstanding the foregoing, this provision shall not prohibit any such transaction which is determined by the independent members of the Board of Directors of the CompanyCompany (and approved by a majority of the Independent Directors or, in their reasonablethe event there is only one Independent Director, good faith judgment by such Independent Director), and (b) with respect to any transaction or series of transactions involving aggregate payments in excess of $5,000,000, an opinion as evidenced by a Board Resolution filed with to the Trustee) fairness to be (a) in the best interests of the Company or such Restricted SubsidiarySubsidiary from a financial point of view issued by an investment banking firm of national standing. Notwithstanding the foregoing, this provision will not apply to (i) employment agreements or compensation or employee benefit arrangements with any officer, director or employee of the Company entered into in the ordinary course of business (including customary benefits thereunder), (ii) any transaction entered into by or among the Company or one of its Wholly Owned Restricted Subsidiaries with one or more Wholly Owned Restricted Subsidiaries of the Company, and (biii) upon terms which would be obtainable the national advertising representation agreements between the Company (or any of its Restricted Subsidiaries) and Xxxx Xxxxx, Inc. existing on the date of this Indenture (and any renewals, extensions or replacements thereof, and any future such agreements with respect to television stations acquired by the Company or a its Restricted Subsidiary Subsidiaries after the date of this Indenture, so long as such renewals, extensions, replacements or future agreements are on terms substantially similar to those of such existing agreements) and other transactions in a comparable arm's-length transaction with a Person which is not an Affiliateexistence on the date of this Indenture and described or referred to in the Final Memorandum, under the caption "Certain Transactions."