Common use of Transactions with Affiliates Clause in Contracts

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment in, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary, and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, other than any such transactions with a joint venture engaged in the business of providing marine support vessels and related services to the oil and gas industry (or a business that is reasonably complementary or related thereto as determined in good faith by the Board of Directors), an opinion as to the fairness to the Company or the relevant Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm that is, in the judgment of national standing as the Board of Directors, qualified to render such opinion and is independent with respect to the fairness of such Company; provided, however, that the following shall be deemed not to be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (aA) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification employment agreement or similar agreement other employee compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (B) transactions between or among the Company and its Restricted Subsidiaries; (C) Permitted Investments and Restricted Payments that are permitted by the provisions of this Indenture; (D) loans or advances to officers, directors and employees of the Company or any Restricted Subsidiary made in the ordinary course of business and consistent with past practices of the past practice Company and its Restricted Subsidiaries in an aggregate amount not to exceed $500,000 outstanding at any one time; (E) indemnities of officers, directors and employees of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) any Restricted Payments and Permitted Investments that are Subsidiary permitted by the provisions of Section 4.07 hereof, bylaw or statutory provisions; and (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (eF) the performance by the Company payment of its obligations under the Stockholders' Agreement reasonable and the Registration Rights Agreement, each as amended as customary regular fees to directors of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of its Restricted Subsidiaries who are not employees of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsany Affiliate.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (aA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bB) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that standing. The foregoing provisions shall not prohibit: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business; (ii) any transaction with the past practice of the Company or such Subsidiary, a Xxxxxx Investor; (biii) transactions any transaction between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (iv) transactions between the Company or any of its Restricted Subsidiaries, (c) Restricted Payments on the one hand, and a Permitted Investments Joint Venture, on the other hand, on terms that are not materially less favorable to the Company or the applicable Restricted Subsidiary of the Company than those that could have been obtained from an unaffiliated third party; provided that (A) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration in excess of $5.0 million but less than $25.0 million, such transaction or series of transactions (or the agreement pursuant to which the transactions were executed) was approved by the Company's Chief Executive Officer or Chief Financial Officer and (B) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration equal to or in excess of $25.0 million, such transaction or series of related transactions (or the agreement pursuant to which the transactions were executed) was approved by a majority of the disinterested members of the Board of Directors; (v) any transaction pursuant to and in accordance with the provisions of the Transaction Documents as the same are in effect on the date of this Indenture; and (vi) any Restricted Payment that is permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions4.07.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 (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 than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee Holders (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and a majority of the Independent Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any Affiliate Transaction involving aggregate consideration in excess of $1.0 million at any time that there is not at least one Independent Director on the Company's Board of Directors; and provided further that (aw) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bx) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cy) Restricted Payments the payment of any dividend on, or the issuance of additional Subordinated Notes in exchange for, the Series A Preferred Stock, provided that such dividends are paid on a pro rata basis and Permitted Investments that the additional Subordinated Notes are issued in accordance with the Certificate of Designation, and (z) transactions permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million500,000, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (aw) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, or any employee benefit plan available to employees or senior executives of the Company or any Restricted Subsidiary generally, in each case in the ordinary course of business, (bx) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cy) dividends, distributions, Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, hereof and (dz) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company transactions pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such dateVarsity Merger Documents, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall notEnter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than (a) transactions among Loan Parties or any Restricted Subsidiary or any entity that becomes a Restricted Subsidiary as a result of such transaction in each case to the extent that such transactions are not otherwise prohibited by this Agreement, (b) on terms substantially as favorable to Holdings, the Borrower or such Restricted Subsidiary as would be obtainable by Holdings, the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate, (c) consummation of the Transaction, including the payment of fees and shall not permit expenses related to the Transaction, (d) the issuance of Equity Interests of Holdings (other than Disqualified Equity Interests) to the Sponsors, or to any director, officer, consultant or employee of the Borrower or any of its Subsidiaries in connection with the Transaction, (e) the payment (including Restricted Payments to permit payment) of management, consulting, monitoring, transaction and advisory fees to, make any payment to or Investment in, 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, the Sponsors and the Founders or their respective Affiliates in an aggregate amount in any Affiliate fiscal year not to exceed the amount permitted to be paid (each of including accrued amounts) pursuant to the foregoingSponsor Management Agreement, an "Affiliate Transaction")as in effect on the Closing Date and any amendment, unless (i) such Affiliate Transaction modification or replacement thereof or any similar agreement that is on terms that are no not, when taken as a whole, less favorable to the Company or the relevant Subsidiary than those that would have been obtained Lenders in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers any material respect as compared to the Trustee Sponsor Management Agreement as in effect on the Closing Date (ait being agreed, however, that termination fees (or similar amounts) payable upon the occurrence of an initial public offering or a Change of Control (or any events or circumstances of a substantially similar nature (including with respect to a Change of Control as defined in the Senior Notes Indenture)) not to exceed an amount equal to the present value (as determined (or pursuant to a determination agreed to) by the Borrower in good faith) of the aggregate amount of any Affiliate Transaction fees that would otherwise have been payable under the Sponsor Management Agreement as in effect on the Closing Date during the stated term thereof shall in any event be permitted) and related indemnities, reimbursements and reasonable expenses, (f) Restricted Payments permitted under Section 7.06, (g) loans and other transactions by Holdings, the Borrower and the Restricted Subsidiaries to the extent permitted under this Article VII, (h) employment, consulting and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective officers and employees in the ordinary course of business, (i) payments by Holdings (and any direct or series indirect parent thereof), the Borrower and the Restricted Subsidiaries pursuant to the tax sharing agreements among Holdings (and any such parent thereof), the Borrower and the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operations of related Affiliate Transactions involving aggregate consideration the Borrower and the Restricted Subsidiaries, (j) the payment of customary fees and reasonable out of pocket costs and expenses to, and indemnities provided on behalf of, directors, officers and employees of Holdings, the Borrower and the Restricted Subsidiaries in excess the ordinary course of $1.0 millionbusiness to the extent attributable to the ownership or operation of Holdings, a resolution the Borrower and the Restricted Subsidiaries, (k) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 7.08 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, and (l) customary payments by Holdings, the Borrower and any Restricted Subsidiaries to the Sponsors made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions, divestitures or securities offerings), 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 board of Directors set forth directors of Holdings or the Borrower, in an Officers' Certificate certifying good faith (it being agreed that such Affiliate Transaction complies with clause (i) above fees of up to 1.0% of the gross amount of any applicable transaction shall in any event be permitted), and (bm) transactions with respect to any Affiliate Transaction suppliers, joint venture partners or series purchasers or sellers of related Affiliate Transactions involving aggregate consideration goods or services, in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries each case in the ordinary course of business and consistent otherwise in compliance with the past practice terms of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' this Agreement and the Registration Rights AgreementSenior Notes Indenture which are fair to the Borrower and the Restricted Subsidiaries, each as amended as in the reasonable determination of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary board of directors of the Company pursuant to Borrower or the senior management thereof, or are on terms of the Tax Allocation Agreement, at least as amended favorable as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on would reasonably have been obtained at such date, in each case, shall not be deemed Affiliate Transactionstime from an unaffiliated party.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (aA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bB) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that standing. The foregoing provisions shall not prohibit: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business; (ii) any transaction with the past practice of the Company or such Subsidiary, a Xxxxxx Investor; (biii) transactions any transaction between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (iv) transactions between the Company or any of its Restricted Subsidiaries, (c) Restricted Payments on the one hand, and Lockheed Xxxxxx or any of its Subsidiaries or a Permitted Investments Joint Venture, on the other hand, on terms that are not materially less favorable to the Company or the applicable Restricted Subsidiary of the Company than those that could have been obtained from an unaffiliated third party; provided that (A) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration in excess of $5.0 million but less than $25.0 million, such transaction or series of transactions (or the agreement pursuant to which the transactions were executed) was approved by the Company's Chief Executive Officer or Chief Financial Officer and (B) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration equal to or in excess of $25.0 million, such transaction or series of related transactions (or the agreement pursuant to which the transactions were executed) was approved by a majority of the disinterested members of the Board of Directors; (v) any transaction pursuant to and in accordance with the provisions of the Transaction Documents as the same are in effect on the Issue Date; and (vi) any Restricted Payment that is permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions4.07.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 Guarantee with, or for the benefit of, any Affiliate (each of the foregoingeach, an "Affiliate Transaction"), unless unless: (ia) such Affiliate Transaction (when viewed together with related Affiliate Transactions, if any) is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person, and (iib) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors (of which there must be at least one), and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $25.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (ax) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company and its Restricted Subsidiaries may enter into Affiliate Transactions pursuant to the Supply Agreement, the Foundry Agreement, the Asset Purchase Agreement, the Transition Services Agreement and the Intellectual Property Rights Licensing Agreement, and may amend, modify and supplement such agreements from time to time, so long as the Company shall have determined that any such amendment, modification or any supplement will not have a material adverse economic effect on the Company and its Subsidiaries, taken as a whole, and (y) the Company and its Restricted Subsidiaries may only enter into transactions pursuant to the Supply Agreement, the Foundry Agreement, the Asset Purchase Agreement, the Transition Services Agreement and the Intellectual Property Rights Licensing Agreement, and amend, modify and supplement such agreements from time to time, in circumstances in which clause (x) is not applicable, if a majority of its Subsidiaries the disinterested members of the Board of Directors (of which there must be at least one) shall have approved such transaction, amendment, modification or supplement; provided, further, that in the ordinary course case of business both clauses (x) and consistent with (y), the past practice Company shall deliver to the Trustee within 30 days of such transaction, amendment, modification or supplement an Officer's Certificate (1) describing the transaction, amendment, modification or supplement approved, (2) in the case of transactions, amendments, modifications and supplements to which clause (x) is applicable, setting forth the determination of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company required pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, clause (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiaryx), and (h3) contractsin the case of transactions, agreements amendments, modifications and understandings in existence in writing on supplements to which clause (y) is applicable, attaching a resolution of the date hereof and as in effect on Board of Directors certifying that such date, in each case, Affiliate Transaction complies with this covenant. The following items shall not be deemed to be Affiliate Transactions.Transactions and, therefore, will not be subject to the provisions of the prior paragraphs:

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "Affiliate Transaction"), unless unless: (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this covenant and, if an opinion meeting the requirements set forth in clause (iii) above of this paragraph has not been obtained, that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors who have no direct financial interest in such Affiliate Transaction (other than as a stockholder of the Company or Holdings), and (bii) with respect to (x) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 20.0 million, or (y) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million where none of the members of the Board of Directors qualify as having no direct financial interest in such Affiliate Transaction (other than as a stockholder of the Company or Holdings), 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided however that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, following items shall not be deemed to be Affiliate Transactions.Transactions and, therefore, will not be subject to the provisions of this paragraph:

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 foregoingforegoing actions, considered separately, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such standing; PROVIDED that Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions shall not include (aA) any employment, deferred compensationemployment agreement, stock option, noncompetitionemployee benefit, consultingindemnification, indemnification compensation (including the payment of reasonable fees to directors of the Company or similar agreement its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries), business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bB) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries not otherwise prohibited by this Indenture, (C) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $500,000 in aggregate principal amount outstanding at any one time, (cD) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof511 hereof and Permitted Investments and (E) transactions, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement arising out of and in connection with either a Loan Securitization or the Xxxxx Management Agreementincurrence of Permitted Warehouse Debt, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to between the Company or any Wholly Owned Restricted Subsidiary of the Company pursuant to Company, on the terms one hand, and a Special Purpose Entity or Warehouse Facility or any Person (other than an Affiliate of the Tax Allocation Agreement, as amended as Company that is not a Subsidiary of the date hereofCompany) which owns an interest in a Special Purpose Entity or Warehouse Facility, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof other hand. Notwithstanding the foregoing, this Section 515 shall be of no further force and as in effect on such date, in each case, and shall not be deemed Affiliate Transactionscease to apply upon and after the occurrence of an Investment Grade Rating Event.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to make any payment to or Investment into, 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 (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that standing. The foregoing provisions shall not apply to: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, business; (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; and (ciii) any Restricted Payments and Permitted Investments Payment that are is permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate certify that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate -39- Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the following shall not be deemed to be Affiliate Transactions: (a1) the Related Party Leases as in effect on the date hereof or as amended (as long as an amended Related Party Lease is on terms no less favorable to the Holders of the Notes than those existing on the date hereof) and any transactions pursuant thereto, (2) the Employment Agreement as in effect on the date hereof or as amended (as long as an amended Employment Agreement is on terms no less favorable to the Holders of the Notes than those existing on the date hereto and any transactions pursuant thereto, (3) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement other employment arrangement entered into by the Company or any of its Subsidiaries with anyone other than the Company's President and Chief Executive Officer in the ordinary course of business that provides for aggregate annual compensation in an amount less than or equal to $250,000 and consistent with the past practice of the Company or such Subsidiaryany transactions pursuant thereto, (b4) transactions between or among the Company and/or its Wholly Wholly-Owned Subsidiaries, (c5) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d6) any payments due the $10,000,000 distribution (the "Distribution") to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of Company's sole stockholder on the date hereof, (e7) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereofPermitted Real Estate Loans, (f) any payments by 8) transfers of receivables or equipment to the Company or any Wholly Owned a Subsidiary of the Company pursuant for the sole purpose of effecting a receivables or equipment financing for the benefit of the Company and (9) extensions, renewals or replacements of the Existing Guarantees on terms that are no less favorable to the terms Holders of the Tax Allocation Agreement, as amended as of Notes than those existing on the date hereof. For purposes of determining whether any particular transaction or series of related transactions with an Affiliate relating to purchases or placements of insurance exceeds the $1.0 million or $5.0 million thresholds set forth in the first sentence of this Section 4.11, the gross amounts paid to the Affiliate shall be calculated net of any amounts paid by such Affiliate to third parties (gincluding claimants, legal and claims management services, insurers or reinsurers) transfers, conveyances, sales, leases on behalf of the Company or other dispositions one of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsits Subsidiaries.

Transactions with Affiliates. The Company shall not, No Borrower will (and shall not no Borrower will permit any of its Subsidiaries to), except in the ordinary course of business, directly or indirectly, pay any funds to or for the account of, make any payment investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Indebtedness, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into or make or amend effect, any contract, agreement, understanding, loan, advance or guarantee transaction with, or for the benefit of, any Affiliate (each of the foregoingany such payment, investment, lease, sale, transfer, other disposition or transaction, an "Affiliate Transaction"), unless ) except on an arms-length basis on terms at least as favorable to such Borrower (or such Subsidiary) as terms that could have been obtained from a third party who was not an Affiliate; provided that the foregoing provisions of this Section shall not prohibit (i) agreements with or for the benefit of employees of such Affiliate Transaction is on terms that are no less favorable to the Company Borrower or the relevant Subsidiary than those that would have been obtained in a comparable transaction any of its Subsidiaries regarding bridge home loans and other loans necessitated by the Company relocation of such Borrower's or such Subsidiary with an unrelated Person and Subsidiary's business or employees, or regarding short-term hardship advances, (ii) the Company delivers loans to the Trustee (a) with respect to any Affiliate Transaction officers or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness employees of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company Borrower or any of its Subsidiaries in the ordinary course of business and consistent connection with the past practice exercise of rights under such Borrower's stock option or stock purchase plan, (iii) any such Person from declaring or paying any lawful dividend or other payment ratably in respect of all of its capital stock of the Company relevant class so long as, in the case of Micro, after giving effect thereto, no Default shall have occurred and be continuing, (iv) any Affiliate Transaction pursuant to a Transition Agreement or disclosed in the Investment Prospectus, (v) any Affiliate Transaction between Micro and any of its Subsidiaries or between any Subsidiaries of Micro or (vi) any Affiliate Transaction (other than any Affiliate Transaction described in clauses (i) through (v)) in which the amount involved does not exceed $50,000; provided, further, however, the Borrowers shall not, nor shall they permit any of their respective Subsidiaries to, participate in or effect any Affiliate Transactions otherwise permitted pursuant to this Section which either individually or in the aggregate may involve obligations that are reasonably likely to have a Material Adverse Effect. The approval by the independent directors of the Board of Directors of the relevant Borrower (or the relevant Subsidiary thereof) of any Affiliate Transaction to which such or such Subsidiary, Borrower (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each relevant Subsidiary thereof) is a party shall create a rebuttable presumption that such Affiliate Transaction is on an arms-length basis on terms at least as amended favorable to such Borrower (or the relevant Subsidiary thereof) as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to that could have been obtained from a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall third party who was not be deemed Affiliate Transactionsan Affiliate.

Transactions with Affiliates. The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company Borrower or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company Borrower or such Restricted Subsidiary with an unrelated Person and (ii) the Company Borrower delivers to the Trustee Administrative Agent (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of 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 members of the Board of Directors that are disinterested as to such Affiliate Transaction and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Borrower of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into transaction approved by the Company Board of Directors of the Borrower, with an officer or director of the Borrower or of any of its Subsidiaries in his or her capacity as an officer or director entered into in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, business; (b2) transactions between or among the Company Borrower and/or its Wholly Owned Restricted Subsidiaries; (3) payment of reasonable directors fees to the Board of Directors of the Borrower and of its Restricted Subsidiaries; (4) fees and compensation paid to, and indemnity provided on behalf of, officers, directors or employees of the Borrower or any of its Restricted Subsidiaries, as determined in good faith by the Board of Directors of the Borrower or of any such Restricted Subsidiary, to the extent the same are reasonable and customary; (c5) any Restricted Payments and Permitted Investments Payment that are is permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, 7.4; and (h6) contracts, agreements and understandings in existence in writing effect on the date hereof of this Agreement and any modification thereto or any transaction contemplated thereby (including pursuant to any modification thereto) in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the Lenders in any material respect than the original agreement as in effect on such datethe date of this Agreement, in each case, shall not be deemed to be Affiliate Transactions.

Transactions with Affiliates. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "“Affiliate Transaction"”), unless unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (ii) the Company delivers to the Trustee (a1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and, if an opinion meeting the requirements set forth in clause (i2) above of this paragraph has not been obtained, that such Affiliate Transaction has been approved by a majority of the members of the Board of Directors who have no direct financial interest in such Affiliate Transaction (other than as a stockholder of the Company or Holdings) and (b2) with respect to (x) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 20.0 million, or (y) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million where none of the members of the Board of Directors qualify as having no direct financial interest in such Affiliate Transaction (other than as a stockholder of the Company or Holdings), 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsstanding.

Transactions with Affiliates. The Company Anvil shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company Anvil or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company Anvil or such Restricted Subsidiary with an unrelated Person and (ii) the Company Anvil delivers to the Trustee (a) with respect to any Affiliate Transaction or series entered into after the date of related Affiliate Transactions this Indenture involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to Anvil or such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the following shall not be deemed to be Affiliate Transactions: (ap) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers and directors of Holdings, Anvil or any Restricted Subsidiary as determined in good faith by the appropriate Board of Directors or senior management; (q) the provision of administrative or management services by Anvil or any of its officers to Holdings or any of its Restricted Subsidiaries in the ordinary course of business consistent with past practice; (r) transactions between Anvil or one or more of its Restricted Subsidiaries and the relevant Securitization Entity effected as part of a Qualified Securitization Transaction; (s) any employmentagreement as in effect as of the date of this Indenture (including, deferred compensationwithout limitation, stock optionthe New Credit Agreement) or any amendment thereto or any transactions contemplated thereby (including pursuant to any amendment thereto) and any replacement agreement thereto so long as any such amendment or replacement agreement is not more disadvantageous to the Holders of Senior Notes in any material respect than the original agreement as in effect on the date of this Indenture; (t) payments or loans to employees or consultants which are approved by the Board of Directors of Anvil in good faith; (u) the existence of, noncompetitionor the performance by Anvil or any of its Restricted Subsidiaries of its obligations under the terms of, consultingany stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of this Indenture and any similar agreement which it may enter into thereafter; provided, indemnification however, that the existence of, or the performance by Anvil or any of its Restricted Subsidiaries of obligations under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (u) to the Company extent that the terms of any such new agreement are not otherwise disadvantageous to the Holders of the Senior Notes in any material respect; (v) transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (w) any employment agreement entered into by Anvil or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Anvil or such SubsidiaryRestricted Subsidiary (including, without limitation, any such employment agreements entered into prior to the date of this Indenture), (bx) transactions between or among the Company Anvil and/or its Wholly Owned Subsidiaries, (cy) (i) the payment of customary management, consulting and advisory fees and related expenses to 399 Venture and BRS and their Affiliates not to exceed an aggregate of $750,000 per year and (ii) payments by Anvil or any of its Restricted Payments Subsidiaries to 399 Venture and Permitted Investments that BRS and their Affiliates made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Directors of Anvil, Holdings or such Restricted Subsidiary in good faith not to exceed an aggregate of $750,000 per year; and (z) transactions permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions4.9.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (ia) such Affiliate Transaction is in writing and on terms that that, when taken as a whole, are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary, and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million€2,000,000, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (ia) above and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million€5,000,000, a 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 (iii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €15,000,000, an opinion as to the fairness to the Company or the relevant Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm that is, in the judgment of national standing as the Board of Directors, qualified to render such opinion and is independent with respect to the fairness of such Company; provided, however, that the following shall be deemed not to be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (aA) any employment, deferred compensation, employment agreement or other employee compensation plan or arrangement (including stock option, noncompetition, consulting, indemnification or similar agreement option plans) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (B) transactions between or among the Company and its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of any such transaction); (C) loans or advances to officers, directors and employees of the Company or any of its Restricted Subsidiaries made in the ordinary course of business and consistent with past practices of the past practice Company and its Restricted Subsidiaries in an aggregate amount not to exceed €10,000,000 outstanding at any one time; (D) indemnities of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by provisions of the organizational documents of the Company or such Subsidiary, Restricted Subsidiary or applicable law; (bE) transactions between or among the payment of reasonable and customary regular fees to directors of the Company and/or or any of its Wholly Owned SubsidiariesRestricted Subsidiaries who are not employees of the Company or any Subsidiary; (F) any agreement or arrangement in effect as of the Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment or replacement agreement) so long as any such amendment or replacement agreement, taken as a whole, is no more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; (cG) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement hereof or the Xxxxx Management Agreement, each as amended as declaration or payment of any dividend or the date hereof, making of any other payment or distribution described in Section 4.07(c)(y) which does not constitute an Event of Default pursuant to Section 6.01(e); and (eH) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, transactions with a Person (f) any payments by or to the Company or any Wholly Owned other than an Unrestricted Subsidiary of the Company pursuant to the terms Company) that is an Affiliate of the Tax Allocation AgreementCompany solely because the Company owns, as amended as of the date hereof, (g) transfers, conveyances, sales, leases directly or other dispositions of Receivables to through a Receivables Restricted Subsidiary, and (h) contractsan Equity Interest in, agreements and understandings in existence in writing on the date hereof and as in effect on or controls, such date, in each case, shall not be deemed Affiliate TransactionsPerson.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 TransactionAFFILIATE TRANSACTION"), ) unless (i) such Affiliate Transaction is entered into in good faith and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 10 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to standing; PROVIDED that the fairness of such following shall not be deemed Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (aq) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (br) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cs) Permitted Investments and Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (dt) any payments due to the Xxxxxx X. Xxx Capital LLC customary loans, advances, fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as consultants of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereofits Restricted Subsidiaries, (gu) transfers, conveyances, sales, leases or consulting and other dispositions of Receivables advisory fees paid to a Receivables SubsidiaryMSC not to exceed $250,000 in any one year, and (hv) contracts, agreements and understandings transactions pursuant to any contract or agreement in existence in writing effect on the date hereof as the same may be amended, modified or replaced from time to time so long as any such amendment, modification or replacement is no less favorable to the Company and its Restricted Subsidiaries than the contract or agreement as in effect on such date, in each case, shall not be deemed Affiliate Transactionsthe date hereof or is approved by a majority of the disinterested directors of the Company.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 involving aggregate consideration in excess of $50,000 (each of the foregoingeach, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that taken as a whole are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a person who is not an unrelated Person Affiliate; and (ii) the Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying to the effect that such Affiliate Transaction complies with clause (i) above this Section 4.11 and has been approved by a majority of the Independent Members of the Board of Directors or if there are no Independent Members, then such Affiliate Transaction has received unanimous approval of the Board of Directors and an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal accounting or investment banking firm of national standing as or an appraisal from an MAI appraiser, if appropriate. The following items shall not be deemed to be Affiliate Transactions and therefore shall not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that prior paragraph: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification consulting or similar other compensation agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business; provided that any consulting or other compensation agreement entered into with the past practice a current or former senior officer or director of the Company or any of its Restricted Subsidiaries providing for the payment of fees in excess of $100,000 annually per person must be approved by a majority of the disinterested members of the Board of Directors or the compensation committee thereof or if there are no such Subsidiary, disinterested members by unanimous approval of the Board of Directors or such committee; (b2) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c3) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (4) Restricted Payments and Permitted Investments that are permitted by the provisions of this Indenture described under Section 4.07 hereof, ; (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e5) the performance by the Company payment of its obligations under the Stockholders' Agreement reasonable and the Registration Rights Agreementcustomary fees paid to, each as amended as and indemnity provided on behalf of, officers, directors, employees or Consultants of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary Subsidiary; (6) loans in the ordinary course of business to officers, directors, employees or Consultants which are approved by a majority of the Independent Members of the Board of Directors of the Company pursuant to the terms in good faith or, if there are no Independent Members of the Tax Allocation AgreementBoard of Directors, by a unanimous vote of the Board of Directors; (7) any agreement as amended in effect as of the date hereof, Issue Date or any amendment or modification thereto (gso long as any such amendment or modification is not disadvantageous to the holders of the Notes in any material respect) transfers, conveyances, sales, leases or other dispositions any transaction contemplated thereby; and (8) agreements between the Company or any Restricted Subsidiary and officers and directors of Receivables the Company with respect to home purchases pursuant to a Receivables Subsidiary, home purchase program available to officers and (h) contracts, agreements and understandings in existence in writing on directors of the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsCompany.

Transactions with Affiliates. The Company shall Issuer will not, and shall will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any payment to or Investment in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, or for any Affiliate; provided, however, that the benefit of, any Affiliate (each foregoing provisions 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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee this Section shall not prohibit (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company Issuer or any of its Subsidiaries Subsidiary from making sales to or purchases from any Affiliates and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliates, if such sales or purchases are made or such services are rendered in the ordinary course of business and consistent on terms and conditions at least as favorable to it as the terms and conditions which would apply in a similar transaction with the past practice of the Company or such Subsidiarya Person not an Affiliate, (b) transactions between or among the Company and/or its Wholly Owned SubsidiariesIssuer from making payments of principal, interest and premium on any Debt of the Issuer held by an Affiliate if the terms of such Debt are substantially as favorable to the Issuer as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and are otherwise in accordance with this Agreement, (c) Restricted Payments the Issuer or any Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if it participates or effects any such transaction in the ordinary course of its business and Permitted Investments that are permitted by on a basis no less advantageous than the provisions of Section 4.07 hereof, basis on which such Affiliate participates or (d) the Issuer or any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as Wholly-Owned Subsidiary from engaging in any of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) above listed activities with any payments by or to the Company other Wholly-Owned Subsidiary or any Wholly Wholly-Owned Subsidiary of with the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsIssuer.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (aA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million5,000,000, a resolution approved by a majority of the disinterested members of the its 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 disinterested members of its Board of Directors and (bB) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million10,000,000, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that prior paragraph: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, as the case may be; (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (iii) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company; (iv) payment of reasonable directors fees to persons who are not otherwise Affiliates of the Company; (v) any sale, conveyance or other transfer of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary in a Qualified Receivables Transaction; and (cvi) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 into, 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 the Company or the relevant such Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person Person; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million500,000, the Company delivers to the Lenders a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any that such Affiliate Transaction or series has been approved by a majority of related Affiliate Transactions involving aggregate consideration in excess the disinterested members of $10.0 millionthe Board of Directors, and 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 accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (A) the fairness payment of such Affiliate Transactionreasonable directors’ fees to Persons who are not otherwise Affiliates of the Company or indemnification and similar arrangements, from a financial point consulting fees, employee salaries, bonuses, employment agreements, compensation or employee benefit arrangements or incentive arrangements with any officer, director or employee of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any Subsidiary (including benefits under the foregoing); (B) Restricted Payments made in compliance with Section 7(q); and (C) loans or advances to employees and reimbursement of its Subsidiaries actual out-of-pocket expenses incurred by officers, directors and employees, in each case in the ordinary course of business in an amount not to exceed $100,000 individually and consistent with $200,000 in the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) aggregate during any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsFiscal Year.

Transactions with Affiliates. The Company shall Borrower will not, and shall will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any payment investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Debt, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, or for any Affiliate; PROVIDED, HOWEVER, that the benefit of, any Affiliate (each foregoing provisions 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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee this Section shall not prohibit (a) with respect to the Borrower from declaring or paying any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 millionlawful dividend, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect the Borrower or any Subsidiary from making sales to or purchases from any Affiliate Transaction and, in connection therewith, extending credit or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 millionmaking payments, an opinion issued or from making payments for services rendered by an accountingany Affiliate, appraisal if such sales or investment banking firm of national standing as to the fairness of purchases are made or such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries services are rendered in the ordinary course of business and consistent with on terms and conditions at least as favorable to the past practice of the Company Borrower or such Subsidiary, (b) transactions between or among Subsidiary as the Company and/or its Wholly Owned Subsidiariesterms and conditions which would apply in a similar transaction with a Person not an Affiliate, (c) Restricted Payments the Borrower or any Subsidiary from making payments of principal, interest and Permitted Investments that premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are permitted by substantially as favorable to the provisions Borrower or such Subsidiary as the terms which could have been obtained at the time of Section 4.07 hereofthe creation of such Debt from a lender which was not an Affiliate, (d) the Borrower or any payments due to Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Xxxxxx X. Xxx Capital LLC Borrower or Xxxxx Capital Management Incorporated under such Subsidiary participates in the Xxx Management Agreement or ordinary course of its business and on a basis no less advantageous than the Xxxxx Management Agreement, each as amended as of the date hereof, basis on which such Affiliate participates and (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company Borrower or any Wholly Owned Subsidiary from making payments to their respective directors and executive officers in the ordinary course of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsbusiness.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series entered into after the date of related Affiliate Transactions this Indenture involving aggregate consideration in excess of $1.0 million1,000,000, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with -38- respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million5,000,000, 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the following shall not be deemed to be Affiliate Transactions: (ax) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries that are Restricted Subsidiaries, and (cz) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions5.12.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, million the Company delivers to the Trustee a resolution approved by of the Board of Directors (including a majority of the disinterested members of the Board of Directors directors, if any) 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 disinterested members, if any, of the Board of Directors or (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, 5.0 million the Company delivers to the Trustee an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b2) transactions between or among the Company and/or its Wholly Wholly-Owned SubsidiariesSubsidiaries (other than a Receivables Subsidiary), (c3) Restricted Payments and Permitted Investments (other than Investments) that are permitted by the provisions of Section 4.07 hereof4.07, (d4) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance payment by the Company for management services pursuant to the Management Services Agreement, dated as of its obligations under the Stockholders' Agreement August 1, 1997, by and among Delta Woodside Industries, Inc. and the Registration Rights Agreement, each Company as amended as of such Management Services Agreement is in effect on the date hereofof this Indenture, (f5) any payments payment by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the Tax Sharing Agreement, dated as of August 1, 1997, by and among Delta Woodside Industries, Inc. and the Company as such Tax Sharing Agreement is in effect on the date of this Indenture, (6) sales of goods and manufacturing services in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are, in the Tax Allocation Agreement, as amended as reasonable determination of the date hereofBoard of Directors of the Company, for fair market value and on terms at least as favorable to the Company and its Subsidiaries as might have been obtained at such time from an unaffiliated party and (g7) transfers, conveyances, sales, leases or sales of accounts receivable and other dispositions of Receivables related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary, and (h) contractsany agreement related thereto, agreements and understandings in existence in writing on the date hereof and as in effect on such datea Qualified Receivables Transaction, in each case, case shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Except as provided for in Section 10.22, the Company shall will not, and shall will not permit any of its Subsidiaries to, make directly or indirectly, enter into any payment to transaction or Investment inseries of related transactions (including, without limitation, the sale, purchase, exchange or selllease of assets, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets fromservices, or enter the entering into or make or amend of any contract, agreement, agreement or understanding, loan, advance or guarantee withany Investment, or for the benefit of, payment of any compensation) with any Affiliate (each of the foregoing, an "Affiliate Transaction"), other than a Subsidiary) unless (i) such Affiliate Transaction transaction or series of transactions is or are on terms that are no less favorable to the Company or such Subsidiary, as the relevant Subsidiary case may be, than those that would could have been obtained at the time of such transaction or transactions in a comparable transaction by the Company or such Subsidiary in arm’s-length dealings with an unrelated Person unaffiliated third party and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions transactions involving aggregate consideration payments in excess of $1.0 million15,000,000, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in Company delivers an Officers' ’ Certificate to the Trustee certifying that such Affiliate Transaction transaction or series of transactions complies with clause (i) above and (b) with respect to any Affiliate Transaction that such transaction or series of related Affiliate Transactions involving aggregate consideration in excess transactions has received the approval of $10.0 million, an opinion issued by an accounting, appraisal a majority of the disinterested directors of the Board of Directors and for which the Company or investment banking firm of national standing as such Subsidiary delivers to the fairness Trustee a written opinion of a recognized independent financial advisor, auditing or appraisal firm stating that the transaction is fair to the Company or such Affiliate Transaction, Subsidiary from a financial point of view, to view or in the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into case of the sale by the Company or any a Subsidiary of its Subsidiaries an asset, that the consideration received for such asset equals or exceeds the appraised value of such asset, or in the ordinary course case of business and consistent with the past practice of a purchase by the Company or a Subsidiary of an asset, that the consideration paid for such Subsidiaryasset equals or does not exceed the appraised value of such asset, (b) provided that the foregoing restriction shall not apply, with respect to any series of Securities, to transactions between or among the Company and/or its Wholly Owned Subsidiariespursuant to agreements, (c) Restricted Payments in place and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended in place as of the date hereofof this Indenture, (e) disclosed or described in the performance by Relevant Prospectus for such series or in the Company of Company’s Annual Report on Form 10-K to the Commission for its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of latest fiscal year prior to the date hereofof issuance of such series of Securities, (f) and any payments by or extensions of such agreements and any replacements of such agreements, provided such replacements have substantially similar terms to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsbeing replaced.

Transactions with Affiliates. The Company shall notNo Loan Party will, and shall not or will permit any of its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any payment to or Investment in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, or for any of their Affiliates; provided, however, that the benefit of, foregoing provisions of this Section shall not prohibit 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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company Loan Party or any of its Subsidiaries from (i) declaring or paying any lawful dividend (subject to Section 6.08) so long as, after giving effect to any such declaration, no Default shall have occurred and be continuing, (ii) making sales to or purchases from any of their Affiliates and, in connection therewith, extending credit or making payments, or making payments for services rendered by any of their Affiliates, if such sales or purchases are made or such services are rendered in the ordinary course of business and consistent with the past practice of the Company on terms and conditions at least as favorable to such Loan Party or such SubsidiarySubsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (biii) transactions between making payments of principal, interest and premium on any Indebtedness of such Loan Party or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted such Subsidiary held by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to Affiliates if the terms of such Indebtedness are substantially as favorable to such Loan Party or such Subsidiary as the Tax Allocation Agreement, as amended as terms which could have been obtained at the time of the date hereofcreation of such Indebtedness from a lender which was not an Affiliate, (giv) transfersperforming its obligations pursuant to any Acquisition Document, conveyances(v) consummating any disposition of assets to an Affiliate not prohibited by Section 6.03, sales(vi) participating in, leases making Investments in, or effecting any other transaction with or in connection with, any Joint Venture or other dispositions joint enterprise or joint arrangement that is an Affiliate (regardless of Receivables whether the other party participating in such Joint Venture or other joint enterprise or joint arrangement is an Affiliate) if such Loan Party or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which any other venturer participates (taking into account the respective interests of such Loan Party or Subsidiary and such other venturer or venturers) or (vii) to a Receivables the extent approved by the board of directors of such Loan Party or Subsidiary, and (h) contracts, making payments of money or issuances of securities pursuant to employment agreements and understandings in existence in writing on arrangements and employee benefit plans and making payments for services rendered by non-employee directors of the date hereof Borrower and as in effect on such date, in each case, shall not be deemed Affiliate Transactionstheir Affiliates.

Transactions with Affiliates. The Company shall Borrower will not, and shall ---------------------------- will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any payment investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, Guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Debt, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section -------- ------- shall not prohibit (a) the Borrower from declaring or for the benefit ofpaying any lawful dividend to, or repurchasing its common stock from, any Affiliate so long as, after giving effect thereto, no Default shall have occurred and be continuing, (each of b) the foregoingBorrower or any Subsidiary (1) from making sales to or purchases from or leasing from any Affiliate and, an "in connection therewith, extending credit or making payments, or (2) from making payments for services rendered by any Affiliate Transaction")or (3) from participating in, unless (i) or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if such Affiliate Transaction is on terms that sales, purchases or leases are no less favorable to the Company made or such services are rendered or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company Borrower or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries participates in the ordinary course of business and consistent with the past practice of the Company Borrower or such Subsidiary, (b) as the case may be, and, in the aggregate during each fiscal year of the Borrower, the terms and conditions of all such sales, purchases, leases, rendered services and participations are not materially less favorable to the similar transactions between or among the Company and/or its Wholly Owned Subsidiaries, with Persons who are not Affiliates and (c) Restricted Payments the Borrower or any Subsidiary from making payments of principal, interest and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) premium on any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as Debt of the date hereof, (e) the performance Borrower or such Subsidiary held by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to an Affiliate if the terms of such Debt are substantially as favorable to the Tax Allocation Agreement, Borrower or such Subsidiary as amended as the terms which could have been obtained at the time of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions creation of Receivables to such Debt from a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall lender which was not be deemed Affiliate Transactionsan Affiliate.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the following shall not be deemed to be Affiliated Transactions: (a1) any employmentemployment agreements, deferred stock option or other compensation agreements or plans (and the payment of amounts or the issuance of securities thereunder) and other reasonable fees, compensation, stock option, noncompetition, consulting, indemnification benefits and indemnities paid or similar agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such SubsidiaryRestricted Subsidiary to or with the officers, directors or employees of the Company or its Restricted Subsidiaries, (b2) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (c3) Restricted Payments and Permitted Investments (other than Restricted Investments) that are permitted by the provisions of Section 4.07 hereof, (d4) any payments due customary advisory investment banking fees paid to Principals and their Affiliates and (5) transactions with suppliers or customers, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in accordance with the terms of this Indenture which are fair to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under Company, in the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as good faith determination of the date hereof, (e) the performance by the Company Board of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary Directors of the Company pursuant to the and are on terms of the Tax Allocation Agreement, at least as amended favorable as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on might reasonably have been obtained at such date, in each case, shall not be deemed Affiliate Transactionstime from an unaffiliated party.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 3.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors Managers 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 disinterested members of the Board of Managers and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to the Holders of such Affiliate Transaction, Transaction from a financial point of viewview issued by an Independent Financial Advisor. Notwithstanding the foregoing, the following items shall not be deemed to the Holders; provided that be Affiliate Transactions: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bii) transactions exclusively between or among the Company and/or its Wholly Owned Restricted Subsidiaries, provided such transactions have not otherwise been prohibited by this Indenture, (ciii) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company, (iv) transactions effected as part of a Qualified Securitization Transaction, (v) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 4.7 hereof, (dvi) reasonable fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Subsidiary as determined in good faith by the Company's Board of Managers or senior management, (vii) the payment of consulting and advisory fees, annual management fees and related expenses to the Principals made pursuant to any financial advisory, financing, underwriting or placement agreement or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by the Board of Managers of the Company or such Restricted Subsidiary in good faith, (viii) any payments due agreement as in effect on the date of this Indenture 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 Xxxxxx X. Xxx Capital LLC Holders in any material respect than the original agreement as in effect on the date of this Indenture, (ix) payments or Xxxxx Capital Management Incorporated under loans to employees or consultants which are approved by the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as Board of Managers of the date hereofCompany in good faith, (ex) the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the Stockholders' Agreement and the Registration Rights Agreementterms of, each as amended any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date hereofof this Indenture and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the date of this Indenture shall only be permitted by this clause (x) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders of the Notes in any material respect, (fxi) any payments by transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in compliance with the terms of this Indenture which are fair to the Company or any Wholly Owned Subsidiary its Restricted Subsidiaries, in the good faith determination of the Board of Managers of the Company pursuant to or the senior management thereof, or are on terms of the Tax Allocation Agreement, at least as amended favorable as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, might reasonably have been obtained at such time from an unaffiliated party and (hxii) contractsin the case of foreign joint ventures, agreements and understandings transfers of equipment for sale outside of North America in existence in writing on exchange for value not less than the date hereof and as in effect on Company's cost of producing such date, in each case, shall not be deemed Affiliate Transactionsequipment.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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, foregoing an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that Affiliate Transactions shall not include (aA) any employment, deferred compensationemployment agreement, stock option, noncompetitionemployee benefit, consultingindemnification, indemnification compensation (including the payment of reasonable fees to Directors of the Company or similar agreement its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries), business expense reimbursement or other employment-related agreement, arrangement or plan entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bB) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries not otherwise prohibited by this Indenture, (C) loans or advances to employees in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $500,000 in aggregate principal amount outstanding at any one time, and (cD) Restricted Payments and Permitted other than Restricted Investments that are permitted by the provisions of Section 4.07 4.7 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall notNeither Holdings nor the Borrower will, and shall not nor will they permit any of its Subsidiaries Subsidiary to, make any payment to or Investment in, or sell, lease, transfer lease or otherwise dispose of transfer any of its properties property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend otherwise engage in any contract, agreement, understanding, loan, advance or guarantee other transactions with, or for the benefit ofany of its Affiliates, any Affiliate except (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is transactions that do not involve Holdings and are at prices and on terms that are no and conditions not less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company Borrower or such Subsidiary with than could be obtained on an arm’s-length basis from unrelated Person and (ii) third parties, provided that the Company Borrower delivers to the Trustee Administrative Agent (ai) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions transactions involving aggregate consideration in excess of $1.0 million2,000,000, a resolution of the Borrower’s board of directors set forth in an officers’ certificate certifying that such transaction complies with this clause (a) and that such transaction has been approved by a majority of the disinterested members of the Board Borrower’s board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above directors and (bii) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions transactions involving aggregate consideration in excess of $10.0 million10,000,000, an opinion as to the fairness to the Lenders of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to standing, (b) transactions between or among the fairness of such Affiliate TransactionBorrower and its Subsidiaries that are Subsidiary Loan Parties which do not involve any other Affiliate, from a financial point of view, to the Holders; provided that (ac) any employmentRestricted Payment permitted by Section 6.07, deferred (d) loans to management of Holdings or the Borrower permitted by clause (g) of Section 6.04, (e) payments made under and in accordance with agreements in effect on the Effective Date and specified in Schedule 6.08 (without giving effect to any amendment or modification thereof that has not been approved by the Required Lenders), (f) any employment agreements, stock option or other compensation agreements or plans (and the payment of amounts or the issuance of securities thereunder) and other reasonable fees, compensation, stock option, noncompetition, consulting, indemnification benefits and indemnities paid or similar agreement entered into by the Company Holdings or any of its Subsidiaries in the ordinary course of business and consistent of Holdings or such Subsidiary to or with the past practice officers, directors or employees of the Company Holdings or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments Subsidiaries and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transferssales of common stock of Holdings, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on when such date, in each case, shall not be deemed Affiliate Transactionssales are exclusively for cash.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 of the Company (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such that Restricted Subsidiary with an unrelated Person Person; and (iib) the Company delivers to the Trustee (a) Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 7.5 million, either (i) a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such the relevant Affiliate Transaction complies with clause (ia) above and (b) with respect to any that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, (ii) an opinion as to the fairness to the Holders of that Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (a) any employment, deferred compensation, stock option, noncompetition, consultingcustomary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed (i) $5.0 million outstanding in the aggregate at any time and (ii) $2.0 million to any one employee) and consistent with the past practice of the Company or such that Restricted Subsidiary, ; (b) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c) payments of customary fees by the Company or any of its Restricted Subsidiaries to DLJ Merchant Banking Funds and their Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of the Board of Directors in good faith; (d) any agreement as in effect on the date of this Indenture or any amendment thereto (so long as that amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; (e) payments and transactions in connection with the Transactions, including any purchase price adjustment or any other payments made pursuant to the Transaction Agreements or any financial advisory agreements with Donaldson, Lufkin & Jenrette Securities Corporation and the Txxxxxxxxxn Xxxxxxing, xxx Xxw Credit Facility (including commitment, syndication and arrangement fees payable thereunder) and the Offering (including underwriting discounts and commissions in connection therewith) and the application of the proceeds thereof, and the payment of the fees and expenses with respect thereto; (f) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) hereof and any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement Permitted Investments; and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transferssales of accounts receivable, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such dateparticipations therein, in each case, shall not be deemed Affiliate Transactionsconnection with any Receivables Facility.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2.5 million, a resolution approved by a majority of the disinterested members of 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 members of the Board of Directors that are disinterested as to such Affiliate Transaction and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (a1) any employmenttransaction approved by the Board of Directors of the Company, deferred compensation, stock option, noncompetition, consulting, indemnification with an officer or similar agreement entered into by director of the Company or of any of its Subsidiaries in his or her capacity as an officer or director entered into in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, business; (b2) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c3) Restricted Payments and Permitted Investments that are permitted by the provisions payment of Section 4.07 hereof, (d) any payments due reasonable directors fees to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as Board of Directors of the date hereof, (e) the performance by the Company and of its obligations under the Stockholders' Agreement Restricted Subsidiaries; (4) fees and the Registration Rights Agreementcompensation paid to, each as amended as and indemnity provided on behalf of, officers, directors or employees of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of its Restricted Subsidiaries, as determined in good faith by the Board of Directors of the Company pursuant or of any such Restricted Subsidiary, to the terms of extent the Tax Allocation Agreement, as amended as of the date hereof, same are reasonable and customary; (g5) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, any Restricted Payment that is permitted by Section 4.07; and (h6) contracts, agreements and understandings in existence in writing effect on the date hereof of this Indenture and any modification thereto or any transaction contemplated thereby (including pursuant to any modification thereto) in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the holders of the Notes in any material respect than the original agreement as in effect on such datethe date of this Indenture, in each case, shall not be deemed to be Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 involving aggregate consideration in excess of $250,000 (each of the foregoingeach, an "“Affiliate Transaction"”), unless (i) such Affiliate Transaction is on terms that taken as a whole are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a person who is not an unrelated Person Affiliate; and (ii) the Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 10.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' ’ Certificate certifying to the effect that such Affiliate Transaction complies with clause (i) above this Section 4.10 and has been approved by a majority of the Independent Members of the Board of Directors or if there are no Independent Members, then such Affiliate Transaction has received unanimous approval of the Board of Directors and an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 20.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal accounting or investment banking firm of national standing as or an appraisal from an MAI appraiser, if appropriate. The following items shall not be deemed to be Affiliate Transactions and therefore shall not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that prior paragraph: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification consulting or similar other compensation agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business; provided that any consulting or other compensation agreement entered into with the past practice a current or former senior officer or director of the Company or any of its Restricted Subsidiaries providing for the payment of fees in excess of $500,000 annually per person must be approved by a majority of the disinterested members of the Board of Directors or the compensation committee thereof or if there are no such Subsidiary, disinterested members by unanimous approval of the Board of Directors or such committee; (b2) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c3) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (4) Restricted Payments and Permitted Investments that are permitted by the provisions of this Indenture described under Section 4.07 hereof, ; (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e5) the performance by the Company payment of its obligations under the Stockholders' Agreement reasonable and the Registration Rights Agreementcustomary fees paid to, each as amended as and indemnity provided on behalf of, officers, directors, employees or Consultants of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary Subsidiary; (6) to the extent permitted by applicable law, loans in the ordinary course of business to officers, directors, employees or Consultants which are approved by a majority of the Independent Members of the Board of Directors of the Company pursuant to the terms in good faith or, if there are no Independent Members of the Tax Allocation AgreementBoard of Directors, by a unanimous vote of the Board of Directors; (7) any agreement as amended in effect as of the date hereof, Issue Date or any amendment or modification thereto (gso long as any such amendment or modification is not disadvantageous to the holders of the Notes in any material respect) transfers, conveyances, sales, leases or other dispositions any transaction contemplated thereby; (8) agreements between the Company or any Restricted Subsidiary and officers and directors of Receivables the Company with respect to home purchases pursuant to a Receivables Subsidiary, home purchase program available to officers and directors of the Company and (h9) contractsthe issuance of the Second Lien Notes to the Principals or to any Affiliates of directors (and any interest paid-in kind whether through the accretion of the Second Lien Notes or the issuance of additional Second Lien Notes and compliance with and related documentation as amended, agreements and understandings in existence in writing on the date hereof and as in effect on such datemodified, in each case, shall not be deemed Affiliate Transactionssupplemented or refinanced).

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, ; (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (ciii) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company; and (iv) Restricted Payments and Permitted Investments (other than Restricted Investments) that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement hereof and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, Permitted Investments described in clause (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsdefinition thereof.

Transactions with Affiliates. The Company Issuers shall not, and shall not permit any of its their respective Subsidiaries to, make any payment to or Investment in, 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 (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary corporation than those that would have been obtained in a comparable transaction by the Company or such Subsidiary relevant corporation with an unrelated Person and (iib) the Company delivers Issuers deliver to the Trustee (ax) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration payments in excess of $1.0 5 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with clause (ia) above and such Affiliate Transaction or series of related Affiliate Transactions is approved by a majority of the disinterested members of the Board of Directors and (by) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration payments in excess of $10.0 10 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, thereof to the relevant corporation from a financial point of viewview issued by a nationally recognized independent appraisal firm, to independent public accounting firm or investment banking firm in Canada or the HoldersUnited States; provided provided, however, that (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company Consoltex Group or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Consoltex Group or such Subsidiary, (bii) transactions between or among the Company Consoltex Group and/or its Wholly Owned Subsidiaries, (ciii) Restricted Payments the payment of reasonable fees to the Principals and Permitted Investments that their Affiliates in connection with consulting, management, investment banking or financial advisory services rendered to the Issuers or their respective Subsidiaries in an aggregate amount not to exceed US$1.4 million per annum, (iv) the reimbursement of reasonable expenses of the Principals and their Affiliates in connection with consulting, management, investment banking or financial advisory services rendered to the Issuers or their respective Subsidiaries, (v) the payment of reasonable and customary fees to directors of the Issuers and their respective Subsidiaries who are not employees of such entities, (vi) loans or other advances to officers, directors and employees for travel, entertainment, moving, other relocation expenses (including housing loans) and other business purposes made in the ordinary course of business, (vii) transactions permitted by the provisions of Section 4.07 hereof, and (dviii) any payments due the Restructuring Transactions (as defined in the Issuers' Confidential Offering Circular and Consent Solicitation Statement, dated January 10, 2002 relating to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (eNotes) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 15.0 million, the Company delivers to the Trustee a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any that such Affiliate Transaction or series is approved by a majority of related Affiliate Transactions involving aggregate consideration in excess the disinterested members of $10.0 million, the Board of Directors and an opinion issued by as to the fairness to the Holders of such Affiliate Transaction from a financial point of view is obtained from an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (i) (a) the entering into, maintaining or performance of any employmentemployment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, stock optionretirement, noncompetitionsavings or other similar plans, consulting(b) the payment of compensation, performance of indemnification or similar agreement entered into by contribution obligations, or an issuance, grant or award of stock, options, or other equity-related interests or other securities, to employees, officers or directors in the Company ordinary course of business, (c) any transaction with an officer or any of its Subsidiaries director in the ordinary course of business not involving more than $100,000 in any one case, or (d) Management Advances and consistent with the past practice of the Company or such Subsidiarypayments in respect thereof, (bii) transactions between or among the Company and/or its Wholly Owned SubsidiariesRestricted Subsidiaries or any Receivables Entity, (ciii) payment of reasonable directors fees, (iv) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company, (v) Affiliate Transactions in effect or approved by the Board of Directors on the date hereof, including any amendments thereto (provided that the terms of such amendments are not materially less favorable to the Company than the terms of such agreement prior to such amendment), (vi) transactions with respect to capacity between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate and joint sales and marketing pursuant to an agreement or agreements between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate (provided that in the case of this clause (vi), such agreements are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transaction in an arm's-length transaction with an unrelated third party or, in the case of a transaction with an Unrestricted Subsidiary, are either (x) entered into in connection with a transaction involving the selection by a customer of cable system capacity entered into in the ordinary course of business or (y) involve the provision by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary of sales and marketing services, operations, administration and maintenance services or development services for which the Company or such Restricted Subsidiary receives a fair rate of return (as determined by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) above its expenses of providing such services; and (vii) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment in, 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 (each a) Section 2.22(a) of the foregoing, an "Affiliate Transaction"), unless SDI Disclosure Letter (i) such Affiliate Transaction is describes any material transactions or relationships, since January 1, 2018, between, on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 millionone hand, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company between SDI or any of its Subsidiaries in and, on the ordinary course other hand, any Related Party of business and consistent with the past practice of the Company SDI or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC Knowledge of SDI, any Immediate Family Member and (ii) identifies each Person who is (or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended who may be deemed to be) an Affiliate of SDI as of the date hereofof this Agreement. Except as would not be material to SDI or its business, no Related Party of SDI or any of its Subsidiaries, or to the Knowledge of SDI, any Immediate Family Member: (a) owns or has owned, directly or indirectly, any equity or other financial or voting interest in any competitor, supplier, licensor, lessor, distributor, customer, independent contractor, or licensor of SDI or any of its Subsidiaries or their business; (b) owns or has owned, directly or indirectly, or has or has had any interest in any property (real or personal, tangible, or intangible) that SDI or any of its Subsidiaries uses or has used in or pertaining to the business of SDI or any of its Subsidiaries; (c) has or has had any business dealings or a financial interest in any transaction with SDI or any of its Subsidiaries or involving any assets or property of SDI or any of its Subsidiaries, other than business dealings or transactions conducted in the Ordinary Course of Business consistent with past practice at prevailing market prices and on prevailing market terms; (d) licenses to or from SDI or any of its Subsidiaries any Intellectual Property Rights or holds any Intellectual Property Rights, tangible or fixed assets or any other assets currently used or required by SDI or its Subsidiaries to carry on their businesses as currently conducted; (e) the performance by the Company has any outstanding payment claims against SDI or any of its obligations under the Stockholders' Agreement and the Registration Rights AgreementSubsidiaries (including fees from licenses, each as amended as of the date hereofservices, or products, whether for specific performance, damages, or otherwise); (f) has any payments by claims to enter into an agreement with, or to the Company acquire from or dispose to SDI or its Subsidiaries any Wholly Owned Subsidiary of the Company pursuant Intellectual Property Rights, fixed or tangible assets or other assets or to the terms of the Tax Allocation Agreement, as amended as of the date hereof, license to or from SDI or its Subsidiaries any Intellectual Property Rights; or (g) transfershas made or, conveyancesto the Knowledge of SDI, sales, leases threatened any alleged claims against SDI or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsits Subsidiaries.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, to make any payment to or Investment into, 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 TransactionAFFILIATE TRANSACTION"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 1 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and (b) with respect to any that such Affiliate Transaction has either been approved by a majority of the disinterested members of the Board of Directors or series of related Affiliate Transactions involving aggregate consideration has been approved in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as being fair to the fairness of such Affiliate Transaction, Holders from a financial point of viewview and (ii) with respect to any Affiliate Transaction of series of related Affiliate Transactions involving aggregate consideration in excess of $5 million, an opinion as to the Holdersfairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided PROVIDED, HOWEVER, that (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (ciii) Restricted Payments and Permitted Investments that payment of reasonable directors fees to Persons who are permitted by not otherwise Affiliates of the provisions of Section 4.07 hereofCompany, (div) any payments due agreement in effect on the date of the Indenture or any amendment thereto or transaction contemplated thereby (and any replacement or amendment of any such agreement so long as any such amendment or replacement thereof is not materially less favorable to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under Holders than the Xxx Management Agreement or original agreement in effect on the Xxxxx Management Agreement, each as amended as date of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables SubsidiaryIndenture), and (hv) contracts, agreements and understandings in existence in writing on the date transactions permitted under Section 4.07 hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall notNot enter into any transaction (other than any transaction (including, and shall not permit without limitation, any purchase, sale, lease or exchange of its Subsidiaries to, make any payment to property or Investment in, or sell, lease, transfer or otherwise dispose the rendering 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 (each of the foregoing, an "Affiliate Transaction"), unless (iservice) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in having a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration fair market value not in excess of the greater of (x) $1.0 million, a resolution approved by a majority 60,000,000 and (y) 7.5% of Consolidated EBITDA of the disinterested members Borrower for the most recently ended Test Period) of any kind with any Affiliate of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction Borrower, whether or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries not in the ordinary course of business and consistent with on terms that are less favorable to the past practice of the Company Borrower or such Restricted Subsidiary, as the case may be, than those that would be obtained at the time in a comparable arm’s-length transaction with a Person who is not an Affiliate, in each case, other than: (a) transactions among the Borrower or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, [reserved]; (c) Restricted Payments the Transactions and Permitted Investments that are permitted by the provisions payment of Section 4.07 hereof, fees and expenses in connection with the consummation of the Transactions; (d) the payment of (i) management, consulting, monitoring, refinancing, transaction, advisory, indemnities and other fees, costs and expenses (plus any payments due unpaid management, consulting, monitoring, transaction, advisory, indemnities and other fees, costs and expenses accrued in any prior year) and any exit and termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) pursuant to any management services or similar agreements or the management services provisions in an investor rights agreement, limited partnership agreement, limited liability company agreement or other equityholders’ agreement, as the case may be, between the Investors or certain of the management companies associated with the Investors or their advisors or Affiliates, if applicable, and the Borrower and/or its Parent Entities or Subsidiaries, as in effect from time to time (including any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the reasonable determination of the Borrower, to the Xxxxxx X. Xxx Capital LLC Lenders, when taken as a whole, in their capacity as such, as compared to the management services or Xxxxx Capital Management Incorporated under similar agreements as in effect immediately prior to such amendment or replacement) in an aggregate amount in any fiscal year not to exceed the Xxx greater of (x) an amount permitted to be paid pursuant to a Sponsor Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in such Sponsor Management Agreement as in effect on the date hereof and (y) the greater of (1) $2,000,000 and (2) 0.25% of the Consolidated EBITDA of the Borrower for the most recently ended Test Period per fiscal year and (ii) related indemnities and reasonable expenses; provided that, upon the occurrence and during the continuance of a Specified Event of Default, such dateamounts described in clause (i) may accrue, but not be payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may be payable in cash upon the cure or waiver of such Specified Event of Default; (e) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each casecase in the ordinary course of business or consistent with past practice, shall not be deemed Affiliate Transactions.which are fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; 140

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "“Affiliate Transaction"”), unless unless: (ia) such the Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (iib) the Company delivers to the Trustee Trustee: (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above of the Company; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items will not be deemed to the fairness of such be Affiliate TransactionTransactions and, from a financial point of viewtherefore, will not be subject to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.prior paragraph:

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in Resolution and 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 Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (ar) the application of the proceeds of the offering of the Notes pursuant to the Offering Memorandum and the transactions entered into in connection therewith in the manner contemplated in the section of the Offering Memorandum titled "Use of Proceeds", (s) capital contributions, advances, loans or other investments made by Parent to the Company or any of its Restricted Subsidiaries, (t) (I) payments under the Management Agreement in an amount not to exceed $300,000 in any twelve-month period and (II) after the first anniversary of the original issuance of the Notes, additional payments under the Management Agreement in an amount not to exceed $700,000 in any twelve-month period, provided that the Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such payment under the Management Agreement is made, after giving pro forma effect to such payment, is equal to or greater than 2.25 to 1 (in each case, plus reasonable expenses incurred in connection with and reimbursable under the Management Agreement), (u) payments by the Company or any of its Restricted Subsidiaries to Mentmore and/or its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Company in good faith, (v) payments under tax sharing agreements to the extent such payments do not otherwise exceed the tax liability the Company would have had were it not part of a consolidated group, (w) any employmentemployment agreement, deferred compensation, stock option, noncompetition, consulting, indemnification compensation agreement or similar agreement employee benefit arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiarybusiness, (bx) transactions between or among Parent, the Company and/or its Wholly Owned Restricted Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (dy) any payments due to the Xxxxxx X. Xxx Capital LLC other payment or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as reimbursement of the date hereof, (e) the performance reasonable and customary fees and expenses incurred by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or an Affiliate for services rendered to the Company or any Wholly Owned Subsidiary of the Company its Subsidiaries not to exceed $100,000 in any twelve-month period (without duplication for any amounts paid pursuant to the terms any other clause of the Tax Allocation Agreement, as amended as of the date hereof, (gthis covenant) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (hz) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such dateRestricted Payments that are permitted under Section 4.11 hereof, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (av) transactions with suppliers or other purchasers or sales of goods or services, in each case in the ordinary course of business (including, without limitation, pursuant to joint venture agreements) and otherwise in accordance with the terms of this Indenture which are fair to the Company, in the good faith determination of the Board of Directors of the Company or the senior management of the Company and are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party, (w) any employmentemployment agreements, deferred stock option or other compensation agreements or plans (and the payment of amounts or the issuance of securities thereunder) and other reasonable fees, compensation, stock option, noncompetition, consulting, indemnification benefits and indemnities paid or similar agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such SubsidiaryRestricted Subsidiary to or with the officers, directors or employees of the Company or its Restricted Subsidiaries, (bx) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cy) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction and (z) Restricted Payments and Permitted Investments (other than Restricted Investments) that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 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 the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee Holders (aA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million1,000,000, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bB) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million5,000,000, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing standing; provided, however, that the following shall not be deemed to be Affiliate Transactions (i) the payment of Earn-out Obligations pursuant to agreements entered into at such time as to the fairness recipient of such payments was not an Affiliate Transactionof the Company or such Subsidiary, from a financial point of view, to the Holders; provided that (aii) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (biii) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (civ) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 8.2 hereof, (dv) any payments due the payment of the fees, expenses and other amounts payable by the Company and its Subsidiaries in connection with the Transactions that shall not exceed $13,000,000 and shall be reasonably consistent with the schedule of fees provided by the Company to the Xxxxxx X. Xxx Capital LLC Purchasers prior to the Closing Date, (vi) the payment of reasonable and customary regular fees to, and indemnity provided on behalf of, officers, directors and employees of the Company or Xxxxx Capital Management Incorporated any Subsidiary of the Company, (vii) the payment of fees and other amounts payable by the Company and its Subsidiaries under the Xxx Management Services Agreement (or any agreement extending or replacing the Xxxxx Management Agreement, each Services Agreement which contains the same terms with respect to fees and other terms no less favorable to the Company and its Subsidiaries) and (viii) the performance of any of the Financing Documents as amended in effect as of the date hereofof this Agreement or any transaction contemplated thereby (including pursuant to any amendment thereto so long as any such amendment is not disadvantageous to the Holders of the Notes in any material respect). Notwithstanding anything in this Agreement to the contrary, (e) the performance by neither the Company nor any of its obligations under the Stockholders' Agreement and the Registration Rights AgreementSubsidiaries shall pay any fees to Xxxxxxx Xxxxx & Partners, each as amended as of the date hereof, (f) any payments by or to the Company L.P. or any Wholly Owned Subsidiary of its Affiliates (collectively “LGP”): (1) on any date other than any Interest Payment Date on which the Company entire interest due on the Notes on such Interest Payment Date is paid in cash; (2) if a Default or an Event of Default is then continuing or may result from such payment; or (3) in the amount on any Interest Payment Date on which payment of such fees is permitted pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, clauses (g1) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h2) contractsabove in excess of $500,000 plus any amounts available for such payments, agreements but not paid, on prior Interest Payment Dates solely by reason of clauses (1) and/or (2) above; provided, that in no event shall the aggregate amount of all such fees paid to LGP from the Closing Date through and understandings in existence in writing on the date hereof and as in effect on such dateincluding November 15, in each case, shall not be deemed Affiliate Transactions2008 exceed $5,000,000.

Transactions with Affiliates. The Neither the Company shall not, and shall not permit nor any of its Restricted Subsidiaries shall make any loan, advance, guarantee or capital contribution to, make any payment to or Investment infor the benefit of, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or for the benefit of, or purchase or lease any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance agreement or guarantee understanding with, or for the benefit of, (i) any Person (or any Affiliate of such Person) holding 10% or more of any class of Capital Stock of the Company or any of its Restricted Subsidiaries or (ii) any Affiliate of the Company or any of its Restricted Subsidiaries (each of the foregoing, an "Affiliate Transaction")) involving aggregate payments or consideration in excess of $5.0 million, unless (ia) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued a resolution adopted by an accounting, appraisal or investment banking firm the majority of national standing as to the fairness Board of Directors approving such Affiliate Transaction, from a financial point of view, to the Holders; provided Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) any employmentof this Section 4.12. The foregoing restriction shall not apply to (i) the payment of an annual fee to KKR for the rendering of management consulting and financial services to the Company and its Restricted Subsidiaries in an aggregate amount which is reasonable in relation thereto, deferred compensation(ii) the payment of transaction fees to KKR in amounts which are in accordance with past practices for the rendering of financial advice and services in connection with acquisitions, stock option, noncompetition, consulting, indemnification or similar agreement entered into dispositions and financings by the Company or any and its Subsidiaries, (iii) loans to officers, directors and employees of the Company and its Subsidiaries for business or personal purposes and other loans and advances to such officers, directors and employees for travel, entertainment, moving and other relocation expenses made in the ordinary course of business and consistent with the past practice of the Company or such Subsidiaryand its Subsidiaries, (biv) any Restricted Payments not prohibited by Section 4.07 hereof, covenant or any Investment not prohibited by Section 4.14 hereof, (v) transactions between or among any of the Company and/or and its Wholly Owned Restricted Subsidiaries, (cvi) Restricted Payments and Permitted Investments that are permitted by the provisions allocation of Section 4.07 hereof, (d) any payments due corporate overhead to Unrestricted Subsidiaries on a basis not materially less favorable to the Xxxxxx X. Xxx Capital LLC Company than such allocations to Restricted Subsidiaries or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (evii) the performance by the Company payment of its obligations under the Stockholders' Agreement reasonable and the Registration Rights Agreementcustomary fees paid to, each as amended as and indemnity provided on behalf of, officers, directors, employees or consultants of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Restricted Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as with total assets in excess of $1.0 billion, except with respect to transactions in the fairness ordinary course of such Affiliate Transactionbusiness and consistent with past practice between the Company or any of its Restricted Subsidiaries and Four M, from a financial point CEG or any of view, to the Holderstheir respective subsidiaries; provided that the following shall not be deemed to be Affiliate Transactions: (a1) the Indenture of Lease dated as of January 1, 1995, between Xxxxxx Xxxxxx and Xxxxx relating to the Jacksonville Facility except for any purchases of property by Xxxxx that may arise thereunder; (2) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, Restricted Subsidiary in an amount not to exceed $1.0 million per annum; (b3) transactions between or among the Company and/or and its Wholly Owned Restricted Subsidiaries, ; (c4) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, ; and (h5) contracts, agreements and understandings transactions entered into in existence in writing on connection with the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company Issuer shall not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, make any payment to or Investment into, or sell, lease, transfer transfer, exchange 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 or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each Affiliate, officer or director of the foregoingIssuer (each, an "Affiliate Transaction"), unless unless: (ia) such Affiliate Transaction is on terms that are no less favorable to the Company Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company Issuer or such Restricted Subsidiary with an unrelated Person (as determined by the Board of Directors and evidenced by a resolution of the Board of Directors); and (iib) the Company Issuer delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 10.0, million, a resolution of the Board of Directors set forth in an Officer's 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 set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above Directors; and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 20.0 million, an opinion as to the fairness to the Issuer of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing; provided, however, that this clause (ii) shall not apply to any transaction between or among the Issuer, Insight Midwest, AT&T Broadband, LLC and their respective Subsidiaries; provided, however, that the following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that this Section 4.11: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company Issuer or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company Issuer or such Restricted Subsidiary, (bii) transactions between or among the Company Issuer and/or its Wholly Owned Restricted Subsidiaries, (ciii) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer owns an Equity Interest in such Person, (iv) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Issuer, (v) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Issuer, (vi) Restricted Payments and Permitted Investments that are permitted by the provisions of under Section 4.07 hereof; (vii) payment of management fees to Insight L.P. pursuant to the Management Agreements, (dviii) any transactions or arrangements entered into, or payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreementmade, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of Midwest Facility; (ix) Permitted Investments; (x) any transactions or arrangements in existence on the date hereof, (g) transfersincluding, conveyanceswithout limitation, salesthe Asset Contribution Agreement and all such other agreements, leases amendments and documents as may be necessary or other dispositions of Receivables desirable to a Receivables Subsidiary, perform and carry out the transactions contemplated by the Asset Contribution Agreement; and (hxi) contractsany arrangement with affiliates of Source Media, agreements and understandings in existence in writing on Inc. for the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsdistribution of cable television services or programming.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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) the terms of such Affiliate Transaction is on terms that are no less favorable fair and reasonable to the Company or such Restricted Subsidiary, as the relevant Subsidiary than those that would have been case may be, and are at least as favorable as the terms which could be obtained in a comparable transaction by the Company or such Subsidiary with Restricted Subsidiary, as the case may be, in a comparable transaction made on an unrelated Person arm's length basis between unaffiliated parties and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the following shall not be deemed Affiliate Transactions: (av) certain leases and other arrangements of the Company in effect on the Issue Date and specified in Schedule 4.11 to this Indenture, (w) any employmentemployment agreements, deferred stock option or other compensation agreements or plans (and the payment of amounts or the issuance of securities thereunder) and other reasonable fees, compensation, stock option, noncompetition, consulting, indemnification benefits and indemnities paid or similar agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such SubsidiaryRestricted Subsidiary to or with the officers, directors or employees of the Company or its Restricted Subsidiaries, (bx) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cy) Restricted Payments and Permitted Investments (other than Restricted Investments) that are permitted by the provisions of this Indenture described in Section 4.07 hereof, and (dz) any payments due to the Xxxxxx X. Xxx sales of Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as Stock (other than Disqualified Stock) of the date hereofCompany, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on when such date, in each case, shall not be deemed Affiliate Transactionssales are exclusively for cash.

Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make directly or indirectly, enter into or permit to occur any payment to transaction or Investment inseries of related transactions (including the purchase, sale, lease or sell, lease, transfer or otherwise dispose exchange of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend the rendering of any contract, agreement, understanding, loan, advance or guarantee service) with, or for the benefit of, any Affiliate of its Affiliates (each of the foregoing, an "“Affiliate Transaction"), ”) involving aggregate payment or consideration in excess of $20.0 million unless (i) such Affiliate Transaction is on terms that are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would might reasonably have been obtained in a comparable transaction by at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Subsidiary with an unrelated Person Company; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $1.0 30.0 million, a resolution approved Board Resolution adopted by a the majority of the disinterested members of the Board of Directors set forth in of the Company approving such Affiliate Transaction and an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (i) above and above. (b) with respect The restrictions set forth in Section 4.11(a) hereof 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 between or among the Company and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries, provided that such transactions are not otherwise prohibited by this Indenture; (iii) any agreement as in effect as of the Issue Date or any amendment thereto or any transaction contemplated thereby (including pursuant to any Affiliate Transaction amendment thereto) or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal any replacement agreement thereto so long as any such amendment or investment banking firm of national standing as replacement agreement is not more disadvantageous to the fairness Holders in any material respect than the original agreement as in effect on the Issue Date as determined in good faith by the Company; (iv) Restricted Payments or Permitted Investments permitted by this Indenture; (v) transactions effected as part of such Affiliate a Qualified Securitization Transaction; (vi) payments or loans to employees or consultants that are approved by the Board of Directors of the Company in good faith; (vii) sales of Qualified Capital Stock; (viii) the existence of, from a financial point of view, to or the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into performance by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated obligations under the Xxx Management Agreement terms of, any stockholders’ agreement (including any registration rights agreement or the Xxxxx Management Agreement, each as amended purchase agreement related thereto) to which it is a party as of the date hereofIssue Date and any similar agreements which it may enter into thereafter; provided, (e) however, that the existence of, or the performance by the Company or any of its Restricted Subsidiaries of obligations under, any future amendment to any such existing agreement or under any similar agreement entered into after the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, Issue Date shall only be permitted by this clause (fviii) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to extent that the terms of any such amendment or new agreement taken as a whole are not materially disadvantageous to the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.Holders; 60

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (ax) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification compensation or similar indemnity agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Restricted Subsidiaries and (cz) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions, and provided further that transactions between the Company or a Restricted Subsidiary and any Club in the ordinary course of business shall not be subject to clause (ii)(b) above.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, or sell, lease, transfer or otherwise dispose of any of its their respective properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2.5 million, a resolution approved by a majority of the disinterested members of the its 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to the Holders of such Affiliate Transaction, Transaction from a financial point of viewview issued by an investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an appraisal firm) of national standing; PROVIDED THAT none of the Holders; provided that following shall be deemed to be Affiliate Transactions: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice that has been approved by a majority of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as disinterested members of the date hereof, (e) the performance by the Company Board of its obligations Directors; PROVIDED that any such employment agreement providing for aggregate remuneration of under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, $200,000 shall not be deemed Affiliate Transactions.require any such Board of Directors approval;

Transactions with Affiliates. The Except for employment agreements with any employee or officer of the Company shall notor any of its Subsidiaries, any inter-company agreements among the Company and/or any of its wholly-owned Subsidiaries and shall not permit those contracts disclosed on Section 3.19 of the Disclosure Schedules, no officer, director or Affiliate of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any immediate family member of any of the foregoing (each a “Specified Person”), is a party to any agreement, arrangement or transaction with the Company or any of its Subsidiaries to, make any payment to requiring annual payments exceeding (or Investment in, 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 (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 Subsidiary than those that would have been obtained reasonably be expected to exceed) $50,000, has any interest in a comparable transaction by the Company any asset or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into property used by the Company or any of its Subsidiaries with a book value exceeding (or that would reasonably be expected to exceed) $50,000, or has any outstanding amounts payable to or receivable from (including loans and advances) the Company or any of its Subsidiaries exceeding (or that would reasonably be expected to exceed) $50,000 (except for amounts due as normal compensation and reimbursement or advance of business expenses in the ordinary course). To the Knowledge of the Company, no Specified Person owns any direct or indirect interest in, controls or is a director, officer, employee or partner of, or consultant or lender to, or borrower from or has the right to participate in the profits of, any Person which is (a) a supplier, customer, distributor, landlord, creditor or debtor of the Company or any of its Subsidiaries or (b) a participant in any transaction to which the Company or any of its Subsidiaries is a party requiring annual payments (by any party) exceeding (or that would reasonably be expected to exceed) $50,000. No Specified Person has asserted any material claims against the Company or any of its Subsidiaries (except for wages, salary, bonus payments and/or employee benefits in the ordinary course of business and consistent with past practice) and, to the past practice Knowledge of the Company or Company, no such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that claims are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsthreatened.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any payment Investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Debt, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into or make or amend effect any contract, agreement, understanding, loan, advance or guarantee other transaction with, or for the benefit ofrender to or receive any service from, any Affiliate provided, however, that the foregoing provisions of this Section -------- ------- 9.8 shall not prohibit, (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant any Subsidiary than those that would have been obtained from making sales to or purchases from any Affiliate and, in a comparable transaction connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, or from effecting any other transactions with an Affiliate, if such sales or purchases are made or such services are rendered, or such other transactions are effected, on terms and conditions at least as favorable and reasonable to the Company or such Subsidiary as the terms and conditions which would apply in a similar transaction on an arm's length basis with a Person not an unrelated Person Affiliate and will not have a material adverse effect on the Collateral taken as a whole, (iib) the preparation and filing of one or more registration statements with respect to securities of the Company owned by Apollo or a Controlled Account or an Affiliate of a Controlled Account, and the payment of reasonable expenses associated therewith other than underwriting discounts and commissions so long as no Default or Event of Default shall have occurred and be continuing, (c) the Company delivers to the Trustee (a) with respect to or any Subsidiary from participating in, or effecting, any other transaction in connection with, any joint enterprise or other joint arrangement with, any Affiliate Transaction if the Company or series such Subsidiary participates on a basis no less advantageous than the basis on which such Affiliate participates on terms and conditions which would apply in a similar transaction on an arm's length basis with a Person not an Affiliate, (d) payment of related Affiliate Transactions involving fees in the aggregate consideration in excess of amount not to exceed $1.0 million1,000,000 to Apollo, a resolution Controlled Account or an Affiliate of Apollo or of a Controlled Account and Furniture Brands in any fiscal year in respect of services rendered provided such fees are approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that of the Company and no Default or Event of Default shall have occurred and be continuing on the date of such Affiliate Transaction complies with clause (i) above payment or occasioned thereby; and (be) payments due to Furniture Brands with respect to any Affiliate Transaction the Tax Sharing Agreement dated as of November 17, 1994, so long as no Default or series Event of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to Default shall have occurred and be continuing on the fairness date of such Affiliate Transactionpayment or occasioned thereby. For purposes of this Section 9.8, from a financial point the term "Affiliate" shall not include Subsidiaries of view, the Company. The foregoing restrictions shall not apply to reasonable fees paid to and indemnity provided on behalf of the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by Directors and officers of the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionspractices.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 10.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above this Section 4.11 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company and (b) with respect to any Affiliate Transaction or series of related Affiliate 52 Transactions involving aggregate consideration in excess of $10.0 20.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to the Holders of such Affiliate Transaction, Transaction from a financial point of view, view or that the terms of the Affiliate Transaction are no less favorable to the Holders; provided Company or the relevant Restricted Subsidiary than terms that would have been obtained in a comparable transaction with an unrelated person or entity. Notwithstanding the foregoing, the following items shall not be deemed to be Affiliate Transactions: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiarypractice, (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (ciii) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, such Person; (iv) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company (v) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company, (vi) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (dvii) any payments due to the Xxxxxx X. Xxx Capital LLC issuance of securities, or Xxxxx Capital Management Incorporated under the Xxx Management Agreement other payments, awards or grants in cash, securities or otherwise pursuant to, or the Xxxxx Management Agreementfunding of, each as amended as employment arrangements or stock option or stock ownership plans approved by the Board of the date hereofDirectors, (eviii) loans or advances to employees in the performance by ordinary course of business and consistent with past practices, but in any event not to exceed $2.0 million in the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereofaggregate outstanding at any one time, (fix) any indemnification agreements with, and payments by or made, to officers, directors and employees of the Company or any Wholly Owned Subsidiary of its Restricted Subsidiaries pursuant to charter, bylaw, statutory or contractual provisions, and (x) the performance of obligations of the Company pursuant or any of its Restricted Subsidiaries under the terms of any agreement to which the Company or any of its Restricted Subsidiaries is a party as of or on the Issue Date, and any amendments, modifications, supplements, extensions or renewals of those agreements; provided that the amendments, modifications, supplements, extensions or renewals are no more disadvantageous, taken as a whole, to the Holders of the Notes than the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsthe Issue Date.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 --------------------- (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Affiliated Transactions involving aggregate consideration in excess of $1.0 10.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Affiliated Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bii) transactions between or among the Company and/or its Wholly Owned Subsidiariesthe Guarantors, (ciii) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company, (iv) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary4.07, and (hv) contracts, agreements and understandings any transactions undertaken pursuant to any contractual obligations in existence in writing on the date hereof and of this Indenture (as in effect on such date, ) as described in each case, shall not be deemed Affiliate the Prospectus under the caption "Certain Relationships and Related Transactions."

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment into, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (av) sales of Receivables to the Receivables Subsidiary on arm's length terms, (w) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar transaction in accordance with the terms of any Existing Employment Agreement as the same are in effect on the Issue Date and any employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (bx) transactions between or among the Company and/or its Wholly Owned Controlled Subsidiaries, (cy) transactions pursuant to the Tax Allocation Agreement as in effect on the date of this Indenture and (z) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions. In addition, the Company shall not, and shall not permit any of its Subsidiaries to, merge with or into, or purchase all or substantially all of the assets of, any Affiliate, unless (i) such Affiliate had positive Consolidated Cash Flow in each of its most recently ended two full fiscal years and (ii) the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such transaction is entered into, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the transaction had been entered into at the beginning of such four-quarter period, would have been higher than the actual Fixed Charge Coverage Ratio for such four-quarter period.

Transactions with Affiliates. The Company shall Borrower will not, and shall will not ---------------------------- permit any of its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any payment Investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Debt, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into or make or amend effect any contract, agreement, understanding, loan, advance or guarantee other transaction with, or for the benefit ofrender to or receive any service from, any Affiliate provided, however, -------- ------- that the foregoing provisions of this Section 7.8 shall not prohibit, (each of a) the foregoing----------- Borrower or any Subsidiary from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, or from effecting any other transactions with an "Affiliate Transaction")Affiliate, unless (i) if such Affiliate Transaction is sales or purchases are made or such services are rendered, or such other transactions are effected, on terms that are no less and conditions at least as favorable and reasonable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction on an arm's length basis with a Person not an unrelated Person Affiliate and will not have a material adverse effect on the Collateral taken as a whole or the Accounts and Inventory, (iib) the Company delivers to the Trustee (a) preparation and filing of one or more registration statements with respect to securities of the Borrower owned by Interco or Apollo or a Controlled Account or an Affiliate of Apollo or of a Controlled Account, and the payment of reasonable expenses associated therewith other than underwriting discounts and commissions so long as no Default or Event of Default shall have occurred and be continuing, (c) the Borrower or any Subsidiary from participating in, or effecting, any other transaction in connection with, any joint enterprise or other joint arrangement with, any Affiliate Transaction if the Borrower or series such Subsidiary participates on a basis no less advantageous than the basis on which such Affiliate participates on terms and conditions which would apply in a similar transaction on an arm's length basis with a Person not an Affiliate, (d) payment of related Affiliate Transactions involving fees in the aggregate consideration in excess of amount not to exceed $1.0 million1,000,000 to Apollo, a resolution Controlled Account, an Affiliate of Apollo or of a Controlled Account and Interco in any fiscal year in respect of services rendered provided such fees are approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that of the Borrower and no Default or Event of Default shall have occurred and be continuing on the date of such Affiliate Transaction complies with clause (i) above payment or occasioned thereby; and (be) payments due to Interco with respect to any Affiliate Transaction the Tax Sharing Agreement dated as of November 17, 1994, so long as no Default or series Event of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to Default shall have occurred and be continuing on the fairness date of such Affiliate Transactionpayment or occasioned thereby. For purposes of this Section 7.8, from a financial point the term "Affiliate" shall not include ----------- Subsidiaries of view, the Borrower. The foregoing restrictions shall not apply to reasonable fees paid to and indemnity provided on behalf of the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by Directors and officers of the Company Borrower or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionspractices.

Transactions with Affiliates. The Company shall notEffect any transaction (or series of related transactions) (each a "Transaction") with any Affiliate of the Borrower, and shall not permit including, without limitation, any of its Subsidiaries tosale, make purchase, lease or loan or any payment to other direct or Investment in, or sell, leaseindirect payment, transfer or otherwise dispose other disposition of any of its properties or assets toassets, 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 (each of the foregoing, an "Affiliate Transaction")services, unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company Borrower or the relevant Subsidiary applicable Restricted Subsidiary, as the case may be, than those that would have been could be obtained in a comparable arm's-length transaction by the Company or such Subsidiary with an unrelated Person independent third party (the "Fairness Condition") and (iib) prior to effecting such Transaction, the Company delivers Borrower shall deliver to the Trustee Administrative Agent (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million1,000,000, a resolution approved by certificate of the president or the chief financial officer of the Borrower certifying that a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying of the Borrower has approved such Transaction and has determined that the terms of such Affiliate Transaction complies with clause (i) above satisfy the Fairness Condition and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions (x) involving aggregate consideration in excess of $10.0 million1,000,000 in which there are no disinterested directors or (y) involving aggregate consideration in excess of $10,000,000, an a written opinion issued by an accounting, appraisal or from a nationally recognized investment banking firm stating that the terms of national standing as such Transaction satisfy the Fairness Condition or are fair to the fairness of such Affiliate Transaction, Borrower or the applicable Restricted Subsidiary from a financial point of view; provided, however, that clause (b)(ii)(y) shall not apply to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any purchases of its Subsidiaries newsprint in the ordinary course of business by the Borrower and consistent with the past practice its Restricted Subsidiaries from Affiliates of the Company or such SubsidiaryBorrower. Notwithstanding the foregoing, this provision shall not apply to (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (dA) any payments due to Transaction, in the Xxxxxx X. Xxx Capital LLC ordinary course of business, between the Borrower and DNI or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any a Wholly Owned Subsidiary of the Company Borrower, or between Wholly Owned Subsidiaries of the Borrower and DNI or other Wholly Owned Subsidiaries of the Borrower, (B) the making of Investments not prohibited by Section 4.12, (C) the making of any Restricted Payment not prohibited by Section 4.09, (D) the payment of fees payable pursuant to the terms Management Agreement, (E) the Tax Sharing Agreement and the DNI Tax Sharing Agreement and (F) any Transaction comprising part of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsReorganization.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Subsidiaries to, make any payment to or Investment into, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and Person, (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2.5 million, the Company delivers to the Trustee a resolution approved by a majority of the disinterested members of the Board of Directors of the Company 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 disinterested members of the Board of Directors of the Company or, if there are no such disinterested directors, by a majority of the members of the Board of Directors of the Company and (biii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, the Company delivers to the Trustee an opinion as to the fairness to the Holders of Notes of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transactionstanding; PROVIDED, from a financial point of view, to the Holders; provided that (aw) any employmentissuance of securities, deferred compensationor other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option, noncompetition, consulting, indemnification or similar agreement entered into options and stock ownership plans approved by the Board of Directors of the Company or any the payment of fees and indemnities of directors of the Company and its Subsidiaries in the ordinary course of business and consistent with the past practice practices of the Company or such Subsidiary, (bx) loans or advances to employees in the ordinary course of business, (y) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Subsidiaries and (cz) Restricted Payments and Permitted Investments (other than Restricted Investments) that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment in, 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 (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 than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee Holders (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 25.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and a majority of the Independent Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 25.0 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 accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that the Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any Affiliate Transaction involving aggregate consideration in excess of $1.0 million at any time that there is not at least one Independent Director on the Company's Board of Directors; and provided further that (aw) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bx) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cy) Restricted Payments the payment of any dividend on, or the issuance of additional Subordinated Notes in exchange for, the Series A Preferred Stock and Permitted Investments Series B Preferred Stock, provided that such dividends are paid on a pro rata basis and the additional Subordinated Notes are issued in accordance with the applicable Certificate of Designation, and (z) transactions permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company Company, or the relevant Subsidiary Restricted Subsidiary, as the case may be, than those that would have been obtained in a comparable transaction by the Company or such Subsidiary Restricted Subsidiary, as the case may be, with an unrelated Person and (iib) the Company delivers to the Trustee with its regular quarterly or annual reports (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, if any, and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 25 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to Holders of such Affiliate Transaction, Transaction from a financial point of viewview issued by a nationally recognized investment banking, accounting or appraisal firm experienced in the appraisal or similar review of similar types of transactions; provided, however, that (i) transactions in the ordinary course of business with customers and suppliers, (ii) transactions effected in accordance with the provisions of any of the Material Agreements pursuant to the Holders; terms thereof, as amended from time to time, provided that such terms are not economically more favorable to the Affiliate than the terms in effect on the date of this Indenture, (aiii) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries Restricted Subsidiaries, in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (biv) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Restricted Subsidiaries and (cv) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall notNot enter into any transaction (other than any transaction (including, and shall not permit without limitation, any purchase, sale, lease or exchange of its Subsidiaries to, make any payment to property or Investment in, or sell, lease, transfer or otherwise dispose the rendering of any service) having a fair market value not in excess 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 the greater of (x) $60,000,000 and (y) 7.5% of Consolidated EBITDA of the Borrower for the benefit of, most recently ended Test Period) of any kind with any Affiliate (each of the foregoingBorrower, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is whether or not in the ordinary course of business on terms that are no less favorable to the Company Borrower or such Restricted Subsidiary, as the relevant Subsidiary case may be, than those that would be obtained at the time in a comparable arm’s-length transaction with a Person who is not an Affiliate, in each case, other than: (a) transactions among the Borrower or the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction; (b) [reserved]; (c) the Transactions and the payment of fees and expenses in connection with the consummation of the Transactions; (d) the payment of (i) management, consulting, monitoring, refinancing, transaction, advisory, indemnities and other fees, costs and expenses (plus any unpaid management, consulting, monitoring, transaction, advisory, indemnities and other fees, costs and expenses accrued in any prior year) and any exit and termination fees (including any such cash lump sum or present value fee upon the consummation of a corporate event, including an initial public offering) pursuant to any management services or similar agreements or the management services provisions in an investor rights agreement, limited partnership agreement, limited liability company agreement or other equityholders’ agreement, as the case may be, between the Investors or certain of the management companies associated with the Investors or their advisors or Affiliates, if applicable, and the Borrower and/or its Parent Entities or Subsidiaries, as in effect from time to time (including any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous in the reasonable determination of the Borrower, to the Lenders, when taken as a whole, in their capacity as such, as compared to the management services or similar agreements as in effect immediately prior to such amendment or replacement) in an aggregate amount in any fiscal year not to exceed the greater of (x) an amount permitted to be paid pursuant to a Sponsor Management Agreement as in effect on the date hereof and any Sponsor Termination Fees not to exceed the amount set forth in such Sponsor Management Agreement as in effect on the date hereof and (y) the greater of (1) $2,000,000 and (2) 0.25% of the Consolidated EBITDA of the Borrower for the most recently ended Test Period per fiscal year and (1) related indemnities and reasonable expenses; provided that, upon the occurrence and during the continuance of a Specified Event of Default, such amounts described in clause (i) may accrue, but not be 139 payable in cash during such period, but all such accrued amounts (plus accrued interest, if any, with respect thereto) may be payable in cash upon the cure or waiver of such Specified Event of Default; (e) transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers or sellers of goods or services, in each case in the ordinary course of business or consistent with past practice, which are fair to the Borrower and/or its applicable Restricted Subsidiary in the good faith determination of the board of directors (or similar governing body) of the Borrower or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; (f) payment to any Permitted Holder of all out of pocket expenses incurred by such Permitted Holder in connection with its direct or indirect investment in the Borrower and its Subsidiaries; (g) payments by any Parent Entity, the Borrower and its Restricted Subsidiaries pursuant to any tax sharing or receivable agreements or other equity agreements in respect of related Taxes among any such Parent Entity, the Borrower and its Restricted Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; (h) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, officers, employees and consultants of the Borrower and its Restricted Subsidiaries or any Parent Entity in the ordinary course of business; (i) the entry into and performance of obligations of the Borrower or any of the Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not disadvantageous in any material respect in the reasonable determination of the Borrower to the Lenders when taken as a comparable transaction whole as compared to the applicable agreement as in effect on the Closing Date; (j) Restricted Payments permitted under Section 7.06 and/or Investments permitted under Section 7.02 (in each case, other than by reference to this Section 6.19); (k) transactions engaged in by the Company Borrower or such any Restricted Subsidiary with an unrelated Person Unrestricted Subsidiaries in good faith to effect the operations, governance, administration and corporate overhead of the Borrower and its Subsidiaries; (iil) customary payments by the Company delivers to the Trustee (a) with respect Borrower and any Restricted Subsidiaries to any Affiliate Transaction Sponsor made for any financial advisory, financing, underwriting or series placement services or in respect of related Affiliate Transactions involving aggregate consideration other investment banking activities (including in excess of $1.0 millionconnection with acquisitions or divestitures), a resolution 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 board of Directors set forth directors of the Borrower in an Officers' Certificate certifying that such Affiliate Transaction complies with clause good faith or do not exceed $2,000,000; (im) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued transactions entered into by an accounting, appraisal or investment banking firm of national standing as Unrestricted Subsidiary with an Affiliate prior to the fairness redesignation of any such Affiliate Transaction, from Unrestricted Subsidiary as a financial point of view, Restricted Subsidiary pursuant to the HoldersSection 6.15; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement such transactions were not entered into by in contemplation of such redesignation; it being agreed that for the Company or any purposes of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of this Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement6.19, each as amended as Unrestricted Subsidiary shall be deemed to be an Affiliate of the date hereof, each Restricted Company; (en) the performance by the Company payment of its obligations reasonable out-of-pocket costs and expenses related to registration rights and customary indemnities provided to shareholders under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.shareholder agreement; 140

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (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 than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million2,000,000, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million10,000,000, in addition to such Officers' Certificate, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing which is not an Affiliate of the Company; provided, however, that such fairness opinion shall not be required with respect to a Qualified Securitization Transaction or other transaction that is made in the ordinary course of business of the Company or such Restricted Subsidiary, as to the fairness case may be, and is consistent with the past business practice of the Company or such Restricted Subsidiary. Notwithstanding the foregoing, the following shall not be deemed Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bii) any issuance of securities, or other payments, compensation, benefits, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (iii) the grant of stock options or similar rights to employees and directors of the Company pursuant to plans approved by the Board of Directors in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (iv) loans or advances to employees in the ordinary course of business in accordance with the past practices of the Company or its Restricted Subsidiaries, but in any event not to exceed $500,000 in aggregate principal amount outstanding at any one time, (v) 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, (vi) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (cvii) Restricted Payments and Permitted Investments (other than Strategic Investor Repurchase Transactions) that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary4.08, and (hviii) contracts, agreements transactions between a Special Purpose Subsidiary and understandings any Person in existence in writing on which the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsSpecial Purpose Subsidiary has an Investment.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to directly or Investment inindirectly, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority 1 million with any Affiliate or Holder of 5% or more of any class of Capital Stock of the disinterested members Company (including any Affiliates of such Holders) except for transactions (including any loans or advances by or to any Affiliate) in good faith the terms of which 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 comparable transaction made on an arm's length basis with Persons who are not such a Holder, an Affiliate of such Holder or Affiliate of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the HoldersCompany; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by such transaction shall be conclusively deemed to be on terms which are fair and reasonable to the Company or any of its Subsidiaries 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 such a Holder, an Affiliate of such Holder or Affiliate of the Company if such transaction is approved by a majority of the Company's directors (including a majority of the Company's disinterested and independent directors, if any); and provided further that with respect to the purchase or disposition of assets of the Company or any of its Subsidiaries having a net book value in excess of $5 million, if the ordinary course Company does not have any disinterested and independent directors, in addition to approval of business its Board, the Company shall obtain a written opinion of an Independent Financial Advisor stating that the terms of such transaction are fair and consistent with reasonable to the past practice of Company or its Subsidiary, as the case may be, and are at least as favorable to the Company or such Subsidiary, as the case may be, as could have been obtained on an arm's length basis with Persons who are not such a Holder, an Affiliate of such Holder or Affiliate of the Company. This Section 4.11 shall not apply to (a) any transaction between the Company or any Affiliate thereof and any Lehmxx Xxxestor, including, without limitation, the payment of fees to any Lehmxx Xxxestor for financial and consulting services, (b) transactions between or among the Company and/or or any of its Wholly Owned SubsidiariesSubsidiaries and any employee or director of, or consultant to, the Company or any of its Subsidiaries that are approved by the Board, (c) Restricted Payments the payment of reasonable and Permitted Investments that are permitted by customary regular fees to directors of the provisions of Section 4.07 hereofCompany, (d) any payments due to transaction between the Xxxxxx X. Xxx Capital LLC Company and any of its Subsidiaries or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as between any of the date hereofits Subsidiaries, (e) the performance any Restricted Payment not otherwise prohibited by the Company of its obligations under the Stockholders' Agreement and the Registration Rights AgreementSection 4.07, each as amended as of the date hereof, or (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company transactions with Loral Space & Communications Ltd. pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing effect on the date hereof and of this Indenture (as such agreements are in effect on such date, in each case, shall not be deemed Affiliate Transactions).

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 of the Company (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (a) Trustee, with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 7.5 million, either (i) a resolution approved by a majority of the disinterested members board of the Board of Directors directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and (b) with respect to any that such Affiliate Transaction has been approved by a majority of the disinterested members of the board of directors or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, (ii) an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (a) any employment, deferred compensation, stock option, noncompetition, consultingcustomary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed (i) $5.0 million outstanding in the aggregate at any time and (ii) $2.0 million to any one employee) and consistent with the past practice of the Company or such Restricted Subsidiary, ; (b) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c) payments of customary fees by the Company or any of its Restricted Subsidiaries to DLJMB and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of the board of directors in good faith; (d) any agreement as in effect on the date of this Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the Holders of the Notes in any material respect) or any transaction contemplated thereby; (e) payments and transactions in connection with the Acquisition and the Acquisition Financing, the New Credit Facility (including commitment, syndication and arrangement fees payable thereunder) and the Offering (including underwriting discounts and commissions in connection therewith) and the application of the proceeds thereof, and the payment of the fees and expenses with respect thereto; (f) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) hereof and any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, Permitted Investments; (g) transferssales of accounts receivable, conveyancesor participations therein, sales, leases or other dispositions of in connection with any Receivables to a Receivables Subsidiary, Facility; and (h) contractstransactions pursuant to the Intercompany Note, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsany amendment or refinancing thereof.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (ia) such Affiliate Transaction is in writing and on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company or such Restricted Subsidiary, and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million€2,000,000, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' ’ Certificate certifying that such Affiliate Transaction complies with clause (ia) above and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million€5,000,000, a 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 (iii) with 47 respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of €15,000,000, an opinion as to the fairness to the Company or the relevant Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm that is, in the judgment of national standing as the Board of Directors, qualified to render such opinion and is independent with respect to the fairness of such Company; provided, however, that the following shall be deemed not to be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (aA) any employment, deferred compensation, employment agreement or other employee compensation plan or arrangement (including stock option, noncompetition, consulting, indemnification or similar agreement option plans) entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business of the Company or such Restricted Subsidiary; (B) transactions between or among the Company and its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of any such transaction); (C) loans or advances to officers, directors and employees of the Company or any of its Restricted Subsidiaries made in the ordinary course of business and consistent with past practices of the past practice Company and its Restricted Subsidiaries in an aggregate amount not to exceed €1,000,000 outstanding at any one time; (D) indemnities of officers, directors and employees of the Company or any of its Restricted Subsidiaries permitted by provisions of the organizational documents of the Company or such Subsidiary, Restricted Subsidiary or applicable law; (bE) transactions between or among the payment of reasonable and customary regular fees to directors of the Company and/or or any of its Wholly Owned SubsidiariesRestricted Subsidiaries who are not employees of the Company or any Subsidiary; (F) any agreement or arrangement in effect as of the Issue Date or any amendment thereto or replacement thereof or any transaction contemplated thereby (including pursuant to any amendment or replacement agreement) so long as any such amendment or replacement agreement, taken as a whole, is no more disadvantageous to the Holders in any material respect than the original agreement as in effect on the Issue Date; and (cG) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company Issuers shall not, and shall not permit any of its their respective Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company Issuers or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company Issuers or such Subsidiary with an unrelated Person and (ii) the Company delivers Issuers deliver to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of 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 members of the Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (al) the Xxxxx Acquisition Transactions; (m) prepaid expenses and loans or advances to employees and similar items in the ordinary course of business; (n) the advancement of payment or payment of distributions pursuant to the Tax Sharing Agreement and the making of loans or advances pursuant to the Tax Advance Agreement dated as of December 11, 1996 between FJPS and Foamex, as amended to the date hereof; (o) the payment by Foamex of a management fee pursuant to the Management Services Agreement in an amount not to exceed $3.0 million per annum; (p) distributions to Foamex International Inc. and its Subsidiaries which are utilized to pay the debt service and other expenses of Foamex Aviation Corp., the aggregate amount of which shall not exceed $2.0 million in any twelve-month period; (q) the issuance or sale of Equity Interests of Foamex Latin America to key executives of Foamex Latin America, not to exceed 5% of the outstanding Equity Interests of Foamex Latin America; (r) Investments in the Trace Note not to exceed $5.0 million; (s) Investments in the Trace Global Opportunity Fund not to exceed $5.0 million; (t) borrowings of up to $5.0 million by Trace International Holdings, Inc. from the Issuers and their respective Subsidiaries; (u) the Closing Date Transactions; (v) transactions pursuant to the Supply Agreement with Foamex International Inc., dated as of June 28, 1994; (w) purchases (and sales) of inventory and services in the ordinary course of business at a price not greater (less) than the price paid by (charged to) purchasers of a similar quantity of inventory and services which are not Affiliates of the Issuers, (x) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company Issuers or any of its their respective Restricted Subsidiaries in the ordinary course of business and consistent with the current market practice or the past practice of the Company Issuers or such Restricted Subsidiary, ; (by) transactions between or among the Company Issuers and/or its Wholly Owned Restricted Subsidiaries, ; and (cz) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date4.7, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "Affiliate Transaction"), unless unless: (i1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (ii2) the Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above this covenant 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 or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that prior paragraph: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary; (2) any consulting, advisory or management agreement entered into by the Company or any of its Restricted Subsidiaries; provided that the aggregate compensation paid to affiliates of the Company, its Restricted Subsidiaries or Related Parties under all such agreements (bexcluding the Xxx Xxxxx Consulting Agreement) does not exceed $500,000 in any twelve-month period; (3) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (4) agreements in effect on the date of this Indenture and any modification thereto or any transaction contemplated thereby (including pursuant to any modification thereto) in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the Holders in any material respect than the original agreement as in effect on the date of this Indenture; (5) the Xxx Xxxxx Consulting Agreement; (6) payments to Holdings to enable Holdings to pay, and payments by the Company or any of its Restricted Subsidiaries of, fees and compensation paid to and indemnity provided on behalf of, officers, directors, employees or consultants of Holdings, the Company or any Restricted Subsidiary thereof for their service to the Company or its Restricted Subsidiaries; (c7) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; and (8) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions4.07.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment in, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions entered into after the date of this Indenture involving aggregate consideration in excess of $1.0 million5,000,000, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies Transactions comply with clause (i) above and that such Affiliate Transactions have been approved by a majority of the disinterested members of the Board of Directors and (b) with respect to any Affiliate Transaction Transactions or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million10,000,000, an a favorable written opinion as to the fairness to the Company or such Subsidiary of such Affiliate Transactions from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to in the United States, or in the event such transaction is a type that investment bankers do not generally render fairness opinions, a valuation or appraisal firm of such Affiliate Transaction, from a financial point of view, to the Holdersnational standing; provided that the following shall not be deemed to be Affiliate Transactions: (aw) the provision of administrative or management services by the Company or any of its officers to any of its Subsidiaries in the ordinary course of business consistent with past practice, (x) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Subsidiaries or Guarantors or transactions between a Receivables Subsidiary and any Person in which the Receivables Subsidiary has an Investment and (cz) Restricted Payments and Permitted Investments that are transactions 50 52 permitted by the provisions of Section 4.07 4.09 hereof. In addition, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as none of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, Acquisition Transactions shall not be deemed to be Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Company or such Subsidiary from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transactionstanding; provided, from a financial point of viewhowever, to the Holders; provided that (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (bii) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, (ciii) Restricted Payments and Permitted Investments transactions with a Person that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary is an Affiliate of the Company solely because the Company owns an Equity Interest in such Person, (iv) payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company, (v) payments of annual management, consulting and advisory fees and related expenses to the Principal and its Affiliates pursuant to the terms of the Tax Allocation Management Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, ; and (hvi) contracts, agreements and understandings in existence in writing on the date transactions permitted under Section 4.07 hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 Guarantee with, or for the benefit of, any Affiliate of any such Person (each of the foregoing, an "Affiliate TransactionAFFILIATE TRANSACTION"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Senior Note Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of the its 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 disinterested members of its Board of Directors and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 25.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness to the Holders of such Affiliate Transaction, Transaction from a financial point of viewview issued by an investment banking firm (or, if an investment banking firm is generally not qualified to give such an opinion, by an appraisal firm) of national standing; PROVIDED that none of the Holders; provided that following shall be deemed to be Affiliate Transactions: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification severance or similar termination agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, as the case may be, (b2) transactions between or among the Company and/or its Wholly Owned SubsidiariesRestricted Subsidiaries that are Guarantors, (c3) transactions between or among the Company or its Restricted Subsidiaries that are Guarantors with its Restricted Subsidiaries that are not Guarantors, FTB Group and Permitted Joint Ventures on terms that are no less favorable to the Company and/or such Subsidiary than those that would have been obtained in a comparable transaction by the Company and/or such Subsidiary with an unrelated Person, (4) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company, (5) Restricted Payments and Permitted Investments that are permitted by the provisions of and Investments that are not prohibited by Section 4.07 hereof, (d6) any payments due fees and compensation paid to members of the Board of Directors of the Company and of its Restricted Subsidiaries in their capacity as such, to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereofextent such fees and compensation are reasonable and customary, (e7) advances to employees for moving, entertainment and travel expenses, drawing accounts and similar expenditures in the performance by the Company ordinary course of its obligations under the Stockholders' Agreement business and the Registration Rights Agreement, each as amended as of the date hereofconsistent with past practices, (f) any payments by 8) fees and compensation paid to, and indemnity provided on behalf of, officers, directors or to employees of the Company or any Wholly Owned Subsidiary of its Restricted Subsidiaries, as determined by the Board of Directors of the Company pursuant or of any such Restricted Subsidiary, to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, extent such fees and (h) contracts, agreements compensation are reasonable and understandings in existence in writing on the date hereof and as in effect on such date, in each casecustomary, shall not be deemed to be Affiliate TransactionsTransactions and (9) transactions effected as part of a Qualified Securitization Transaction.

Transactions with Affiliates. The Company shall notExcept as otherwise specifically permitted herein, the Borrower, Holdings, and the other Members of the Consolidated Group shall not permit any (except pursuant to contracts and agreements outstanding as of its Subsidiaries to(i) with respect to the Borrower and Holdings, make any payment to or Investment inthe Restatement Effective Date, or sell(ii) with respect to any other Member of the Consolidated Group, leasethe Restatement Effective Date or, transfer if later, the date such Person first became a Member of the Consolidated Group, including, without limitation, any Plans or otherwise dispose of any of its properties or assets torelated trusts), or purchase any property or assets from, or enter into or make engage in any material transaction or amend arrangement or series of related transactions or arrangements which in the aggregate would be material with any contractAffiliate (other than the Borrower, agreementHoldings, understandingor any other Member of the Consolidated Group), loanincluding without limitation, advance the purchase from, sale to or guarantee exchange of property with, any merger, consolidation or for amalgamation with or into, or the benefit ofrendering of any service by or for, any Affiliate (each other than the Borrower, Holdings, or any other Member of the foregoing, an "Affiliate Transaction"Consolidated Group), unless (i) such Affiliate Transaction is on terms that transaction or arrangement or series of related transactions or arrangements are in the ordinary course of business and, taken as a whole, are no less favorable to the Company Borrower, Holdings, or such other Member of the relevant Subsidiary Consolidated Group than those that would have been be obtained in an arms’ length transaction with a comparable transaction by Person not an Affiliate (other than the Company Borrower, Holdings, or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority other Member of the disinterested members of Consolidated Group). Notwithstanding the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above foregoing, the following transactions and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted arrangements will not be prohibited by the provisions of Section 4.07 hereofthis covenant: (a) the declaration or making any lawful dividend or distribution; (b) investments in and other transactions with Affiliates that are joint ventures whose operations are managed or controlled by a Member of the Consolidated Group, where such investments or other transactions are made or effected on customary terms pursuant to the requirements of the business of the Consolidated Group and applicable law; (c) the TP LLC Formation Transactions and TP LLC IPO, and to the extent, if ever, that Caledonia becomes an Affiliate of the Borrower, Holdings or any other Member of the Consolidated Group, the Caledonia Formation Transactions and Caledonia Separation Transactions, and any other transactions or arrangements between (1) the TP LLC Group on the one hand and the Borrower, Holdings and their respective Subsidiaries on the other hand or (2) the Caledonia Group on the one hand and the Borrower, Holdings and their respective Subsidiaries on the other hand, in each case so long as such transactions and arrangements are fair and reasonable to the Borrower, Holdings and their respective Subsidiaries in all material respects, taking into account the totality of the relationship between the Borrower, Holdings and their respective Subsidiaries, on the one hand, and the TP LLC Group or the Caledonia Group, on the other hand; and (d) amendments, extensions, replacements and other modifications of transactions with Affiliates otherwise permitted by this Agreement, provided that such amendments, extensions, replacements or other modifications, taken as a whole, are no less favorable in any payments due material respect to the Xxxxxx X. Xxx Capital Consolidated Group than the transaction or transactions being amended, extended, replaced or modified or, in the case of the TP LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement Group or the Xxxxx Management AgreementCaledonia Group, each as amended as remains fair and reasonable to the Borrower, Holdings and their respective Subsidiaries in all material respects taking into account the totality of the date hereofrelationship between the Borrower, (e) Holdings and their respective Subsidiaries, on the performance by the Company of its obligations under the Stockholders' Agreement one hand, and the Registration Rights AgreementTP LLC Group or the Caledonia Group, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsother hand.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (aA) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 5.0 million, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bB) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 15.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that standing. The foregoing provisions shall not prohibit: (ai) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business; (ii) any transaction with the past practice of the Company or such Subsidiary, a Xxxxxx Investor; (biii) transactions any transaction between or among the Company and/or its Wholly Owned Restricted Subsidiaries; (iv) transactions between the Company or any of its Restricted Subsidiaries, (c) Restricted Payments on the one hand, and Lockheed Xxxxxx or any of its Subsidiaries or a Permitted Investments Joint Venture, on the other hand, on terms that are not materially less favorable to the Company or the applicable Restricted Subsidiary of the Company than those that could have been obtained from an unaffiliated third party; provided that (A) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration in excess of $5.0 million but less than $25.0 million, such transaction or series of transactions (or the agreement pursuant to which the transactions were executed) was approved by the Company's Chief Executive Officer or Chief Financial Officer and (B) in the case of any such transaction or series of related transactions pursuant to this clause (iv) involving aggregate consideration equal to or in excess of $25.0 million, such transaction or series of related transactions (or the agreement pursuant to which the transactions were executed) was approved by a majority of the disinterested members of the Board of Directors; (v) any transaction pursuant to and in accordance with the provisions of the Transaction Documents as the same are in effect on the date of this Indenture; and (vi) any Restricted Payment that is permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.4.07. 50

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (each of the foregoing, 46 55 an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and Person, (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million2.0 million the Company delivers to the Trustee, a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, the Company delivers to the Trustee, an opinion as to the fairness to the Holders of Notes of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (av) any employmentissuance of securities, deferred compensationor other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option, noncompetition, consulting, indemnification or similar agreement entered into options and stock ownership plans approved by the Board of Directors or the payment of fees and indemnities to directors of the Company or any of and its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (bw) loans or advances to employees in the ordinary course of business, (x) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries (other than a Receivables Subsidiary) or between Restricted Subsidiaries (other than Receivables Subsidiaries), (cy) Restricted Payments and Permitted Investments (other than Investments) that are permitted by the provisions of Section 4.07 hereof, hereof and (dz) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases sales or other transfers or dispositions of Receivables accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary, and (h) contracts, agreements and understandings Subsidiary in existence in writing on the date hereof and as in effect on such datea Qualified Receivables Transaction, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 25.0 million, the Company delivers to the Trustee a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any that such Affiliate Transaction or series is approved by a majority of related Affiliate Transactions involving aggregate consideration in excess the disinterested members of $10.0 million, the Board of Directors and an opinion issued by as to the fairness to the Holders of such Affiliate Transaction from a financial point of view is obtained from an accounting, appraisal or investment banking firm of national standing as standing. Notwithstanding the foregoing, the following items shall not be deemed to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (i) (a) the entering into, maintaining or performance of any employmentemployment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health, insurance, deferred compensation, stock optionretirement, noncompetitionsavings or other similar plans, consulting(b) the payment of compensation, performance of indemnification or similar agreement entered into by contribution obligations, or an issuance, grant or award of stock, options, or other equity-related interests or other securities, to employees, officers or directors in the Company ordinary course of business, (c) any transaction with an officer or any of its Subsidiaries director in the ordinary course of business not involving more than $250,000 in any one case, or (d) Management Advances and consistent with the past practice of the Company or such Subsidiarypayments in respect thereof, (bii) transactions between or among the Company and/or its Wholly Owned SubsidiariesRestricted Subsidiaries or any Receivables Entity, (ciii) payment of reasonable directors fees, (iv) any sale or other issuance of Equity Interests (other than Disqualified Stock) of the Company, (v) Affiliate Transactions in effect or approved by the Board of Directors on the Issue Date, including any amendments thereto (provided that the terms of such amendments are not materially less favorable to the Company or the relevant Restricted Subsidiary than the terms of such agreement prior to such amendment), (vi) transactions with respect to capacity or dark fiber between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate and joint sales and marketing pursuant to an agreement or agreements between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or other Affiliate (provided that in the case of this clause (vi), such agreements are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transaction in an arm's-length transaction with an unrelated third party or, in the case of a transaction with an Unrestricted Subsidiary, are either (x) entered into in connection with a transaction involving the selection by a customer of cable system capacity entered into in the ordinary course of business or (y) involve the provision by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary of sales and marketing services, operations, administration and maintenance services or development services for which the Company or such Restricted Subsidiary receives a fair rate of return (as determined by the Board of Directors and set forth in an Officers' Certificate delivered to the Trustee) above its expenses of providing such services; (vii) any transaction entered into in the ordinary course of business between the Company or any Restricted Subsidiary and any Unrestricted Subsidiary or any Affiliate (provided that in the case of this clause (vii), such agreements are on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that could have been obtained at the time of such transaction in an arm's-length transaction with an unrelated third party) and (viii) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, to make any payment to or Investment into, 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 (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is in the ordinary course of business and on fair and reasonable terms that are no less at least as favorable to the Company or the relevant such Subsidiary than those that would have been obtained in a comparable arm's-length transaction by the Company or such Subsidiary with an unrelated Person Person; and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving that involves aggregate consideration in excess of $1.0 5.0 million, the Company delivers to the Trustee a resolution approved by a majority of the disinterested members of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any such Affiliate Transaction or series has been approved by a majority of related Affiliate Transactions involving aggregate consideration in excess the disinterested members of $10.0 millionthe Board of Directors of the Company; provided, an opinion issued by an accountinghowever, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) the payment of employee benefits, including bonuses, retirement plans and stock options, and director fees in the ordinary course of business, (c) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due transactions between the Company or its Subsidiaries on the one hand, and the Initial Purchaser or its Affiliates on the other hand, involving the provision of financial or consulting services by the Initial Purchaser or its Affiliates, provided that the fees payable to the Xxxxxx X. Xxx Capital LLC Initial Purchaser or Xxxxx Capital Management Incorporated under its Affiliates do not exceed the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as usual and customary fees of the date hereofInitial Purchaser and its Affiliates for similar services, (e) the performance transactions existing on December 19, 1996 or contemplated by the Company of its obligations arrangements described in the documents incorporated by reference in the Offering Memorandum as set forth in the Offering Memorandum under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, caption "Information Incorporated by Reference," (f) any payments by reasonable and customary directors' fees, (g) loans to officers or to directors of the Company in the ordinary course of business, (h) transactions among the Company or any Wholly Owned Subsidiary of its Subsidiaries and DLJ and its Affiliates in connection with the Refinancing as contemplated by the Offering Memorandum, including those in connection with the Tender Offer and the New Credit Agreement, (i) the repurchase of a station representation contract from KMSI in connection with the termination of the Interim Credit Facility, (j) transactions permitted by Section 4.05 hereof and (k) obligations of the Company pursuant to under the terms of Financial Monitoring and Oversight Agreements and the Tax Allocation Sharing Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 involving aggregate consideration in excess of $50,000 (each of the foregoingeach, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that taken as a whole are no not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with a person who is not an unrelated Person Affiliate; and (ii) the Company delivers to the Trustee Trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and this Section 4.11; (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 2.0 million, a resolution of the Board of Directors set forth in an Officers' Certificate to the effect that such Affiliate Transaction complies with this Section 4.11 and has been approved by a majority of the Independent Members of the Board of Directors or if there are no Independent Members, then such Affiliate Transaction has received unanimous approval of the Board of Directors and an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate; and (c) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction, Transaction from a financial point of viewview issued by an accounting or investment banking firm of national standing or an appraisal from an MAI appraiser, if appropriate. The following items shall not be deemed to be Affiliate Transactions and therefore shall not be subject to the Holders; provided that provisions of the prior paragraph: (a1) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification consulting or similar other compensation agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent business, provided that any consulting or other compensation agreement entered into with the past practice a current or former senior officer or director of the Company or any of its Restricted Subsidiaries must be approved by a majority of the disinterested members of the Board of Directors or the Compensation Committee thereof or if there are no such Subsidiary, disinterested members by unanimous approval of the Board of Directors or such committee; (b2) transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries, ; (c3) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Company; (4) Restricted Payments and Permitted Investments that are permitted by the provisions of this Indenture described under Section 4.07 hereof, ; (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e5) the performance by the Company payment of its obligations under the Stockholders' Agreement reasonable and the Registration Rights Agreementcustomary fees paid to, each as amended as and indemnity provided on behalf of, officers, 50 57 directors, employees or Consultants of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary Subsidiary; (6) loans in the ordinary course of business to officers, directors, employees or Consultants which are approved by a majority of the disinterested Board of Directors of the Company pursuant to the terms in good faith or, if there are no disinterested directors, by a unanimous vote of the Tax Allocation Agreement, Board of Directors; (7) any agreement as amended in effect as of the date Issue Date or any amendment or modification thereto (so long as any such amendment or modification is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby; (8) transactions contemplated by Tax Sharing Agreements, provided such services are provided in exchange for Fair Market Value consideration or are permitted under Section 4.07 hereof, ; and (g9) transfers, conveyances, sales, leases agreements between the Company or other dispositions any Restricted Subsidiary and officers and directors of Receivables the Company with respect to home purchases pursuant to a Receivables Subsidiary, home purchase program available to officers and (h) contracts, agreements and understandings in existence in writing on directors of the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate TransactionsCompany.

Transactions with Affiliates. The Company shall will not, and shall will not permit any of its Subsidiaries to, make any payment to or Investment into, 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 (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, 500,000 the Company delivers to the Trustee a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors and (bi) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 1.0 million, the Company delivers to the Trustee an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (aw) any employmentissuance of securities, deferred compensationor other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option, noncompetition, consulting, indemnification or similar agreement entered into options and stock ownership plans approved by the Board of Directors or the payment of fees and indemnities to directors of the Company or any of and its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice practices of the Company or such SubsidiarySubsidiary,(x) loans or advances to employees in the ordinary course of business, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Subsidiaries and (cz) Restricted Payments and Permitted Investments (other than Investments) that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date4.07, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall Borrower will not, and shall will not permit any of its Subsidiaries Subsidiary to, directly or indirectly, pay any funds to or for the account of, make any payment investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or Investment service, directly or indirectly, any Debt, or otherwise) in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, any Affiliate; PROVIDED, HOWEVER, that the foregoing provisions of this Section shall not prohibit (a)the Borrower from declaring or for paying any lawful dividend,(b) the benefit of, Borrower or any Subsidiary from making sales to or purchases from any Affiliate (each of the foregoingand, an "Affiliate Transaction")in connection therewith, unless (i) extending credit or making payments, or from making payments for services rendered by any Affiliate, if such Affiliate Transaction is on terms that sales or purchases are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company made or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries services are rendered in the ordinary course of business and consistent on terms and conditions at least as favorable to the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate,(c) the past practice Borrower or any Subsidiary from making payments of principal, interest and premium on any Debt of the Company Borrower or such Subsidiary, (b) transactions between or among Subsidiary held by an Affiliate if the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that terms of such Debt are permitted by the provisions of Section 4.07 hereof, (d) any payments due substantially as favorable to the Xxxxxx X. Xxx Capital LLC Borrower or Xxxxx Capital Management Incorporated under such Subsidiary as the Xxx Management Agreement or terms which could have been obtained at the Xxxxx Management Agreement, each as amended as time of the date hereofcreation of such Debt from a lender which was not an Affiliate,(d) the Borrower or any Subsidiary from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates and (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company Borrower or any Wholly Owned Subsidiary from making payments to their respective directors and executive officers in the ordinary course of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionsbusiness.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, to make any payment to or Investment into, 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 (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing; provided, however, that (u) payments to the fairness of such Affiliate Transaction, from a financial point of view, Company pursuant to the Holders; provided that Tax Sharing Agreement, (av) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (bw) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (cx) Restricted Payments and Permitted Investments that are permitted by the provisions of under Section 4.07 hereof, (dy) any payments due the payment of reasonable fees, expense reimbursements and customary indemnification, advances and other similar arrangements to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as directors and officers of the date hereof, Company and its Subsidiaries and (ez) the performance by reasonable loans or advances to employees of the Company and its Subsidiaries in the ordinary course of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as business of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables such Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company Neither of the Obligors shall, or shall not, and shall not permit any of its Material Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "Affiliate Transaction"), unless unless: (ia) such Affiliate Transaction is on terms that are no less favorable to the Company such Obligor or the relevant Material Subsidiary than those that would have been obtained in a comparable transaction by the Company such Obligor or such Material Subsidiary with an unrelated Person Person; and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million5,000,000, a resolution if an opinion meeting the requirements set forth in clause (ii) of this paragraph has not been obtained, such Affiliate Transaction has been approved by a majority of the disinterested members of the such Obligor's Board of Directors set forth who have no direct financial interest in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above other than as a stockholder of such Obligor), and (bii) with respect to (x) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million20,000,000, or (y) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5,000,000 where none of the members of such Obligor's Board of Directors qualify as having no direct financial interest in such Affiliate Transaction (other than as a stockholder of such Obligor), such Obligor obtains an opinion as to the fairness to such Obligor or such Material Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided however that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, following items shall not be deemed to be Affiliate Transactions.Transactions and, therefore, will not be subject to the provisions of this paragraph:

Transactions with Affiliates. The Company shall notNo Obligor will, and shall not or will permit any of its Subsidiaries to, directly or indirectly, pay any funds to or for the account of, make any payment to or Investment in, or lease, sell, lease, transfer or otherwise dispose of any of its properties assets, tangible or assets intangible, to, or purchase any property or assets fromparticipate in, or enter into effect any transaction in connection with any joint enterprise or make or amend any contract, agreement, understanding, loan, advance or guarantee other joint arrangement with, or for any of their Affiliates; provided, however, that the benefit of, foregoing provisions of this Section shall not prohibit 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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company Obligor or any of its Subsidiaries from (i) declaring or paying any lawful dividend (subject to Section 5.15) so long as, after giving effect to any such declaration, no Default shall have occurred and be continuing, (ii) making sales to or purchases from any of their Affiliates and, in connection therewith, extending credit or making payments, or making payments for services rendered by any of their Affiliates, if such sales or purchases are made or such services are rendered in the ordinary course of business and consistent with the past practice of the Company on terms and conditions at least as favorable to such Obligor or such SubsidiarySubsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (biii) transactions between making payments of principal, interest and premium on any Debt of such Obligor or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted such Subsidiary held by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to Affiliates if the terms of such Debt are substantially as favorable to such Obligor or such Subsidiary as the Tax Allocation Agreement, as amended as terms which could have been obtained at the time of the date hereofcreation of such Debt from a lender which was not an Affiliate, (giv) transfersperforming its obligations pursuant to any Acquisition Document, conveyances(v) consummating any Asset Sale to an Affiliate not prohibited by Section 5.09, sales(vi) participating in, leases making Investments in, or effecting any other transaction with or in connection with, any Joint Venture or other dispositions joint enterprise or joint arrangement that is an Affiliate (regardless of Receivables whether the other party participating in such Joint Venture or other joint enterprise or joint arrangement is an Affiliate) if such Obligor or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which any other venturer participates (taking into account the respective interests of such Obligor or Subsidiary and such other venturer or venturers) or (vii) to a Receivables the extent approved by the board of directors of such Obligor or Subsidiary, and (h) contracts, making payments of money or issuances of securities pursuant to employment agreements and understandings in existence in writing on the date hereof arrangements and as in effect on such dateemployee benefit plans and making payments for services rendered by Gotham Partners and Capstay Partners, in each case, shall not be deemed Affiliate Transactions.L.P.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 foregoingeach, an "Affiliate Transaction"), unless (i) unless: such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person Person; and (ii) the Company delivers to the Trustee (a) Trustee: with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by the Company or any such Restricted Subsidiary in excess of $1.0 15 million, a resolution approved by a majority of the disinterested members of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above this Section 4.13 and (b) that such Affiliate Transaction has been approved by a majority of the members of such Board of Directors; and with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration given or received by the Company or any Restricted Subsidiary in excess of $10.0 50 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing. The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the fairness provisions of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) prior paragraph: any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar existing employment agreement entered into by the Company or any of its Subsidiaries and any employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, (b) ; transactions between or among the Company and/or its Wholly Owned Restricted Subsidiaries; payment of reasonable directors fees to Persons who are not otherwise Affiliates of the Company and customary indemnification and insurance arrangements in favor of directors, (c) regardless of affiliation with the Company or any of its Restricted Subsidiaries; payment of Management Fees; Restricted Payments that are permitted by Section 4.07 and Permitted Restricted Investments that are permitted by Section 4.08; Permitted Investments; the provisions of Section 4.07 hereoftransactions contemplated by the Vulcan Backstop Facility on substantially the same terms as described in CCI's quarterly report on Form 10-Q for its fiscal quarter ended June 30, (d) any payments due 2003 with respect to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement commitment letter; and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company transactions pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing existing on the date hereof and Issue Date, as in effect on the Issue Date, or as subsequently modified, supplemented, or amended, to the extent that any such datemodifications, in each case, shall not be deemed Affiliate Transactionssupplements or amendments complied with the applicable provisions of the first paragraph of this Section 4.13.

Transactions with Affiliates. The Company shall notDirectly or indirectly, and shall not permit purchase, acquire or lease any of its Subsidiaries to, make any payment to or Investment inproperty from, or sell, lease, transfer or otherwise dispose of lease any of its properties or assets property to, or purchase any property or assets from, or otherwise enter into any transaction or make or amend any contract, agreement, understanding, loan, advance or guarantee deal with, or for the benefit of, any Affiliate (each other than Loan Parties and Subsidiaries of the foregoing, an "Affiliate Transaction"Loan Parties), unless in an aggregate amount greater than $5,000,000 in any fiscal year, except (iA) such Affiliate Transaction is as set forth on Schedule 7.10, (B) transactions entered into in the ordinary course of business on an arm’s length basis on terms that are no less favorable to the Company or the relevant Subsidiary than those that term which would have been obtained in obtainable from a comparable transaction by the Company or such Subsidiary with Person other than an unrelated Person and Affiliate, (iiC) the Company delivers payment of reasonable and customary fees and reimbursement of out-of-pocket expenses paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of any Loan Party or any Affiliate, (D) payments or loans (or cancellation of loans) to the Trustee (a) with respect to any Affiliate Transaction officers, directors, employees or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution consultants which are approved by a majority of the disinterested members governing body of such Loan Party in good faith, (E) the Board issuance of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect Equity Interests of Worthington Steel to any Affiliate Transaction Person, (F) transactions with customers, clients, suppliers or series purchasers or sellers of related Affiliate Transactions involving aggregate consideration in excess of $10.0 milliongoods or services, an opinion issued by an accounting, appraisal or investment banking firm of national standing as transactions otherwise relating to the fairness purchase or sale of such Affiliate Transactiongoods or services, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into by the Company or any of its Subsidiaries in each case in the ordinary course of business and consistent otherwise in compliance with the past practice terms of this Agreement, which are fair to Loan Parties in the Company reasonable determination of Worthington Steel, or are on terms at least as favorable as might reasonably have been obtained at such Subsidiarytime from an unaffiliated party, (bG) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, management equity plans, stock option and stock ownership plans or similar employee benefit plans approved by Loan Parties in good faith, (H) any contribution to the capital of Worthington Steel, (I) transactions otherwise permitted by this Agreement, (J) transactions between any Loan Party and 119 any director or among the Company and/or its Wholly Owned Subsidiariesparent of Worthington Steel, provided that such director or parent abstains from voting on any such applicable matter, (cK) Restricted Payments the formation and Permitted Investments that are permitted by maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the provisions ordinary course of Section 4.07 hereofbusiness and not for the purpose of circumventing any covenant set forth in this Agreement, (dL) any payments due to employment agreements entered into by any Loan Parties and their respective officers and employees in the Xxxxxx X. Xxx Capital LLC ordinary course of business or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereofconsistent with past practices, (eM) transactions undertaken in good faith for the performance by purpose of improving the Company consolidated tax efficiency of Worthington Steel and its obligations under Subsidiaries and not for the Stockholders' purpose of circumventing any covenant set forth in this Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments otherwise not restricted by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, this Agreement and (hN) contractsadvances for commissions, agreements travel and understandings similar purposes in existence in writing on the date hereof ordinary course of business or consistent with past practices to directors, officers and as in effect on such dateemployees; provided, in each casehowever, the foregoing shall not be deemed Affiliate Transactionsapply to any Steel Spin-Off Transaction.

Transactions with Affiliates. The Company shall not, and shall not cause or permit any of its Subsidiaries Restricted Subsidiary to, make directly or indirectly, conduct any payment to or Investment in, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, business or enter into any transaction (or make or amend any contract, agreement, understanding, loan, advance or guarantee with, series of related transactions) with or for the benefit ofof any of their respective Affiliates or any officer, director or employee of the Company or any Affiliate Restricted Subsidiary (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that which are no less favorable to the Company or such Restricted Subsidiary, as the relevant Subsidiary case may be, than those that would have been obtained be available in a comparable transaction by the Company or such Subsidiary with an unrelated Person unaffiliated third party and (ii) the Company delivers to the Trustee (aA) with respect to any if such Affiliate Transaction (or series of related Affiliate Transactions involving Transactions) involves aggregate payments or the transfer of other consideration between the Company and an Affiliate of the Company having a Fair Market Value in excess of $1.0 15.0 million, such Affiliate Transaction is in writing and the Company delivers an officer's certificate to the Trustee certifying that such Affiliate Transaction (or series of Affiliate Transactions) complies with the foregoing provisions, (B) if such Affiliate Transaction (or series of related Affiliate Transactions) involves aggregate payments or the transfer of other consideration between the Company and an Affiliate of the Company having a resolution approved by Fair Market Value in excess of $15.0 million, such Affiliate Transaction is in writing and a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying of the Company shall have approved such Affiliate Transac- -33- tion and determined that such Affiliate Transaction complies with clause (i) above and (b) with respect to the foregoing provisions. In addition, any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or the transfer of other consideration between the Company and an Affiliate of the Company having a Fair Market Value in excess of $10.0 million, 40.0 million will also require a written opinion from an opinion issued by an accounting, appraisal or investment banking firm of national standing as to Independent Financial Advisor (filed with the fairness Trustee) stating that the terms of such Affiliate TransactionTransaction are fair, from a financial point of view, to the HoldersCompany or the Restricted Subsidiary involved in such Affiliate Transaction, 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 any Wholly Owned Restricted Subsidiary or between or among Wholly Owned Restricted Subsidiaries; (ii) reasonable fees and compensation paid to and indemnity provided that (a) any employmenton behalf of, deferred compensationofficers, stock optiondirectors, noncompetitionemployees, consulting, indemnification consultants or similar agreement entered into by agents of the Company or any Restricted Subsidiary of its Subsidiaries the Company as determined in good faith by the Company's Board of Directors; (iii) any transactions undertaken pursuant to any contractual obligations or rights in existence on the Issue Date (as in effect on the Issue Date); (iv) any Restricted Payments made in compliance with Section 4.06; (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 business business; and consistent with the past practice of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (evi) the performance entering into by the Company and any of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as consolidated Restricted Subsidiaries of the date hereof, (f) any payments by a tax sharing or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionssimilar arrangement.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 54 Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million250,000, (1) a resolution approved by a majority of the disinterested members of 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 disinterested members of the Board of Directors or (2) an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 2.0 million, an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holdersstanding; provided that (aw) the Iusatel Acquisition, (x) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and having terms consistent with the past industry practice of the Company or such Subsidiaryfor reasonably similar companies, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries, Restricted Subsidiaries and (cz) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall notExcept as set forth on Schedule 4.23, and shall not permit other than for compensation received as employees, no officer or director of the Company, any of its Subsidiaries to, make or any payment to or Investment in, or sell, lease, transfer or otherwise dispose Affiliate of any of them, no Person with whom any such officer or director has any direct or indirect relation by blood, marriage or adoption, no entity in which any such officer, director or Person owns any beneficial interest (other than a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than five (5) percent of the stock of which is beneficially owned by all such officers, directors and Persons in the aggregate), no Affiliate of any of the foregoing and no current or former Affiliate of the Company or any of its Subsidiaries has any interest in: (a) any contract, arrangement or understanding with, or relating to, the Company or any of its Subsidiaries or the properties or assets toof the Company or any of its Subsidiaries; (b) any loan, or purchase any property or assets from, or enter into or make or amend any contract, agreementarrangement, understanding, loan, advance agreement or guarantee with, contract for 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 relating to the Company or any of its Subsidiaries or the relevant Subsidiary than those that would have been obtained in a comparable transaction by properties or assets of the Company or such Subsidiary with an unrelated Person and any of its Subsidiaries; or (ii) the Company delivers to the Trustee (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (ac) any employmentproperty (real, deferred compensationpersonal or mixed), stock optiontangible or intangible, noncompetition, consulting, indemnification used or similar agreement entered into currently intended to be used by the Company or any of its Subsidiaries in the ordinary course Subsidiaries. Schedule 4.23 also sets forth a correct and complete list of business all accounts receivable, notes receivable and consistent with the past practice other receivables and accounts payable owed to or due from any Affiliate of the Company or such Subsidiary, (b) transactions between or among any of its Subsidiaries to the Company and/or or any of its Wholly Owned Subsidiaries. All notes receivable (the “Shareholder Loans”) of the Company and its Subsidiaries owing by any director, (c) Restricted Payments and Permitted Investments that are permitted officer, employee or Affiliate of the Company or any of its Subsidiaries or by the provisions of Section 4.07 hereof, (d) any payments due Holder has been paid in full prior to the Xxxxxx X. Xxx Capital LLC date hereof or Xxxxx Capital Management Incorporated shall have been paid in full prior to the Closing Date. Schedule 4.23 sets forth a correct and complete list of all Shareholder Loans and the outstanding balance and applicable interest payments under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended Shareholder Loan as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit Enter into any of its Subsidiaries to, make any payment to or Investment in, or sell, lease, transfer or otherwise dispose transaction 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, kind with any Affiliate (each of the foregoingCompany, an "Affiliate Transaction")whether or not in the ordinary course of business, unless (i) such Affiliate Transaction is other than on fair and reasonable terms that are no less substantially as favorable to the Company or the relevant such Subsidiary than those that as would have been obtained in a comparable transaction be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an unrelated Person and (ii) Affiliate; provided that the Company delivers foregoing restriction shall not apply to the Trustee (a) with respect to transactions between or among the Company and any Affiliate Transaction of its Subsidiaries or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 millionbetween and among any Subsidiaries, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (b) with respect to any Affiliate Transaction or series sales of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transaction, from a financial point of view, to the Holders; provided that (a) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar agreement entered into goods by the Company or any of its Subsidiaries to an Affiliate for use or distribution outside the United States that in the good faith judgment of the Company complies with any applicable legal requirements of the Code, (c) agreements and transactions with and payments to officers, directors and shareholders that are either (i) entered into in the ordinary course of business and consistent with the past practice not prohibited by any of the Company or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereofthis Agreement or (ii) entered into outside the ordinary course of business, approved by the directors or shareholders of the Company, and not prohibited by any of the provisions of this Agreement, (d) any payments due the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans and other compensation arrangements with respect to the Xxxxxx X. Xxx Capital LLC procurement of services with their respective officers and employees, and any employment agreements entered into by Company or Xxxxx Capital Management Incorporated under any Subsidiary, in each case approved by the Xxx Management Agreement Company or the Xxxxx Management Agreement, each as amended as of the date hereofany Subsidiary in good faith, (e) actions necessary or advisable to complete the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereofSeparation Transactions, (f) any payments by or that certain Services Agreement, dated December 23, 2013 (effective January 1, 2014), among AES US Services, LLC, the DPL, and certain affiliates thereof, for the provision of various services to the Company or including accounting, legal, human resources, information technology and similar services, and any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereofamendment thereto, (g) transfers, conveyances, sales, leases any agreements between the Company and an Affiliate necessary or other dispositions advisable in assisting the Company’s operations as a result of Receivables to a Receivables Subsidiarythe Separation Transactions, and any amendments thereto or (h) contractsleases of real property, agreements easements and understandings licenses granted to Affiliates at the site of the Xxxx Generating Station located in existence in writing on the date hereof and as in effect on such dateCity of Moraine, in each case, shall not be deemed Affiliate TransactionsState of Ohio.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to or Investment into, 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 (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person or, if there is no such comparable transaction, on terms that are fair and reasonable to the Company, and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 2.0 million, either (A) a resolution of the Board of Directors of the Company set forth in an Officer's 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 set forth in of the Company or (B) if there are no disinterested members of the Board of Directors of the Company, an Officers' Certificate certifying that opinion as to the fairness to the Company of such Affiliate Transaction complies with clause (i) above from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing; provided, however, that the following shall be deemed not to the fairness of such be Affiliate Transaction, from a financial point of view, to the Holders; provided that Transactions: (av) any employment, deferred compensation, stock option, noncompetition, consultingcustomary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Restricted Subsidiary, ; (bw) transactions between or among the Company and/or its Wholly Wholly-Owned Restricted Subsidiaries; (x) transactions pursuant to the WHX Agreements or agreements with or applicable to any of Wheeling-Nisshin, Ohio Coatings Company, the Empire-Iron Mining Partnership or W-P Coal Company, in each case as in effect on the date of the Indenture; (cy) the purchase of accounts receivable from Unimast for immediate resale on the same terms pursuant to the Receivables Facility; and (z) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due pursuant to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, clauses (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof), (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, and (g) transfers, conveyances, sales, leases or other dispositions of Receivables the second paragraph of Section 4.07 hereof and Indebtedness permitted to a Receivables Subsidiary, be incurred pursuant to clauses (i) and (hj) contracts, agreements and understandings in existence in writing on of the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactionssecond paragraph of Section 4.09 hereof.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make Make any payment to or Investment into, 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 Affiliates (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 Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (ii) the Company delivers to the Trustee Agent (ax) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million1,000,000, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with clause (i) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above and (by) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million5,000,000, an opinion as to the fairness to the Lenders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to the fairness of such Affiliate Transactionstanding, from a financial point of view, to the Holders; provided that (aA) any employmentloan, deferred compensation, stock option, noncompetition, consulting, indemnification advance or similar agreement entered into investment permitted by Section 5.2 (j) shall not be subject to clause (ii) above and (B) the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, following do not constitute Affiliate Transactions: (b1) transactions between or among the Company and/or its Wholly Owned Subsidiariesthe Guarantors, (c2) Restricted Payments any management fee permitted to be paid under Section 5.2(p), (3) payments to Holbxxx xxxm time to time of customary investment banking and Permitted Investments advisory fees consistent with past practice in connection with the Standard Acquisition and other financing and corporate transactions, provided that such fees paid to Holbxxx xx not exceed the usual and customary fees for similar services and do not exceed the amounts set forth in the Pro Forma Financial Statements in the case of the Standard Acquisition and the other Acquisition and the other Acquisitions described on Schedule 5.2(f), (4) the Company's lease on behalf of Holbxxx xx a plane under arrangements consistent with past practices, (5) on or about the Effective Date, the Company's cancellation and forgiveness of an approximately $4,600,000 advance previously made to Holbxxx, (0) reimbursement to Holbxxx xx expenses Holbxxx xxx paid on behalf of the Company, (7) the Company's payment of the fees and expenses associated with the Parent's issuance of the Senior Discount Notes, (8) the insurance arrangements between the Company and its Subsidiaries than those that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing effect on the date hereof provided such arrangements are conducted in the ordinary course of business consistent with past practices and as (9) payments under the tax sharing agreement among Holbxxx xxx other members of the affiliated group of corporations of which it is the common parent consistent with past practices and in effect on such date, in each case, shall not be deemed Affiliate Transactionscompliance with the Code.

Transactions with Affiliates. The Company shall notNeither Holdings nor the Borrower will, and shall not nor will they permit any of its Subsidiaries Subsidiary to, make any payment to or Investment in, or sell, lease, transfer lease or otherwise dispose of transfer any of its properties property or assets to, or purchase purchase, lease or otherwise acquire any property or assets from, or enter into or make or amend otherwise engage in any contract, agreement, understanding, loan, advance or guarantee other transactions with, or for the benefit ofany of its Affiliates, any Affiliate except (each of the foregoing, an "Affiliate Transaction"), unless (ia) such Affiliate Transaction is transactions that do not involve Holdings and are at prices and on terms that are no and conditions not less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company Borrower or such Subsidiary with than could be obtained on an arm's-length basis from unrelated Person and (ii) third parties, provided that the Company Borrower delivers to the Trustee Administrative Agent (ai) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions transactions involving aggregate consideration in excess of $1.0 million2,000,000, a resolution of the Borrower's board of directors set forth in an officers' certificate certifying that such transaction complies with this clause (a) and that such transaction has been approved by a majority of the disinterested members of the Board Borrower's board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above directors and (bii) with respect to any Affiliate Transaction transaction or series of related Affiliate Transactions transactions involving aggregate consideration in excess of $10.0 million10,000,000, an opinion as to the fairness to the Lenders of such transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as to standing, (b) transactions between or among the fairness of such Affiliate TransactionBorrower and its Subsidiaries that are Subsidiary Loan Parties which do not involve any other Affiliate, from a financial point of view, to the Holders; provided that (ac) any employmentRestricted Payment permitted by Section 6.07, deferred (d) loans to management of Holdings or the Borrower permitted by clause (g) of Section 6.04, (e) payments made under and in accordance with agreements in effect on the Effective Date and specified in Schedule 6.08 (without giving effect to any amendment or modification thereof that has not been approved by the Required Lenders), (f) any employment agreements, stock option or other compensation agreements or plans (and the payment of amounts or the issuance of securities thereunder) and other reasonable fees, compensation, stock option, noncompetition, consulting, indemnification benefits and indemnities paid or similar agreement entered into by the Company Holdings or any of its Subsidiaries in the ordinary course of business and consistent of Holdings or such Subsidiary to or with the past practice officers, directors or employees of the Company Holdings or such Subsidiary, (b) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments Subsidiaries and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transferssales of common stock of Holdings, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on when such date, in each case, shall not be deemed Affiliate Transactionssales are exclusively for cash.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to or Investment in, 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 Guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "“Affiliate Transaction"”), unless (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person Person, and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million5,000,000, a 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 set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (i) above Directors, and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million10,000,000, 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 accounting, appraisal or investment banking firm of national standing as to the fairness with total assets in excess of such Affiliate Transaction$1,000,000,000; provided, from a financial point of viewhowever, to the Holders; provided that (ax) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in Subsidiaries, provided that the ordinary course of business and consistent with Company delivers to the past practice Trustee a resolution of the Company or Board of Directors set forth in an Officers’ Certificate certifying that such Subsidiarytransaction has been approved by a majority of the disinterested members of the Board of Directors, (by) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (c) Restricted Payments and Permitted Investments that are permitted by the provisions of Section 4.07 hereof, (d) any payments due to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as of the date hereof, (e) the performance by the Company of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables Subsidiary, and (hz) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such datetransactions permitted under Section 4.01 of this Supplemental Indenture, in each case, shall not be deemed Affiliate Transactions.

Transactions with Affiliates. The Company shall not, and shall not permit any of its Subsidiaries to, to make any payment to or Investment into, 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 (ia) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person and (iib) the Company delivers to the Trustee (ai) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution approved by a majority of the disinterested members of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (ia) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors and (bii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 5.0 million, an opinion as to the fairness to the holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing as standing; provided, however, that (u) payments to MFH pursuant to the fairness of such Affiliate TransactionTax Sharing Agreement, from a financial point of view, to the Holders; provided that (av) any employment, deferred compensation, stock option, noncompetition, consulting, indemnification or similar employment agreement entered into by the Company or any of its Subsidiaries in the ordinary course of business and consistent with the past practice of the Company or such Subsidiary, (bw) transactions between or among the Company and/or its Wholly Owned Subsidiaries, (cx) Restricted Payments and Permitted Investments that are permitted by the provisions of under Section 4.07 hereof, (dy) any payments due the payment of reasonable fees, expense reimbursements and customary indemnification, advances and other similar arrangements to the Xxxxxx X. Xxx Capital LLC or Xxxxx Capital Management Incorporated under the Xxx Management Agreement or the Xxxxx Management Agreement, each as amended as directors and officers of the date hereof, Company and its Subsidiaries and (ez) the performance by reasonable loans or advances to employees of the Company and its Subsidiaries in the ordinary course of its obligations under the Stockholders' Agreement and the Registration Rights Agreement, each as amended as business of the date hereof, (f) any payments by or to the Company or any Wholly Owned Subsidiary of the Company pursuant to the terms of the Tax Allocation Agreement, as amended as of the date hereof, (g) transfers, conveyances, sales, leases or other dispositions of Receivables to a Receivables such Subsidiary, and (h) contracts, agreements and understandings in existence in writing on the date hereof and as in effect on such date, in each case, shall not be deemed Affiliate Transactions.