Common use of Limitation on Transactions with Affiliates Clause in Contracts

Limitation on Transactions with Affiliates. (a) DEC and NFC shall not, and each shall cause each of its Subsidiaries to not, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective Affiliates (each an "Affiliate Transaction"), other than (i) Affiliate Transactions permitted under paragraph (b) of this covenant and (ii) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 shall be approved by the Board of Directors of DEC, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC or any of their respective Subsidiaries enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,000, DEC shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in the Indenture as in effect on the Closing Date).

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 1.0 million shall be approved by a majority of the disinterested members of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective its Restricted Subsidiaries enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $5,000,0005.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan), other than those described in paragraph (b) below, involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 3.0 million shall be approved by a majority of the disinterested members of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisionsprovisions and file the same with the Trustee. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan), other than those described in paragraph (b) below, that involves an aggregate fair market value Fair Market Value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate TransactionAFFILIATE TRANSACTION"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate TransactionAFFILIATE TRANSACTION"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate TransactionAFFILIATE TRANSACTION"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 2.5 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market - 42 - Value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of 57 -57- related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0005,000,000 the Company or such Restricted Subsidiary, DEC as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under the third paragraph (b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 2.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined in its good faith judgment that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined and file the same with the Trustee. The restrictions set forth in the Indenture as in effect on the Closing Date).first and second paragraphs of this covenant shall not apply to:

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan), other than those described in paragraph (b) below, involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 3.0 million shall be approved by a majority of the disinterested members of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies corrnplics with the foregoing provisionsprovisions and file the same with the Trustee. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan), other than those described in paragraph (b) below, that involves an aggregate fair market value Fair Market Value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All ; provided that (i) if any such Affiliate Transactions Transaction (and each or a series of related Affiliate Transactions which are similar or part of a common plan) involving involves aggregate payments or other property with a fair market value in excess of $1,000,000 10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall be approved by file with the Board of Directors of DEC, such approval to be evidenced by a Board Resolution stating Trustee an Officers’ Certificate certifying that such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisions. If DEC, NFC or this Section 4.08 and (ii) if any of their respective Subsidiaries enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to which are similar or part of a common plan) that involves an aggregate payments or other property with a fair market value in excess of more than $5,000,00025.0 million, DEC shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to DEC, NFC or the relevant Restricted Subsidiary, as the case may be, from shall file with the Trustee a financial point Board Resolution of viewthe Board of Directors of the Company or such Restricted Subsidiary, from as the case may be, set forth in an Independent Financial Advisor (Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.08 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as defined in the Indenture as in effect on the Closing Date)case may be.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant Section 4.11 and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.5 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a 73 - 65 - financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchasepur- chase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective Affiliates its Affili- ates (each an "Affiliate Transaction"), other than (ix) Affiliate Affili- ate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable compa- rable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value or payments to an Affiliate, as the case may be, of more than $5,000,0002.5 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate TransactionAFFILIATE TRANSACTION"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5,000,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010,500,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a1) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "“Affiliate Transaction"”), other than than: (iA) Affiliate Transactions permitted under paragraph clause (b2) of this covenant Section 4.11 and (iiB) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.5 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution delivered to the Trustee stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00020.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, including without limitation, limitation the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.11(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which that are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0005.0 million, DEC shallthe Company or such Restricted Subsidiary, as the case may be, prior to the consummation thereof, will obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no not materially less favorable to DEC or the applicable Subsidiary than those that might would have reasonably have been obtained expected in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on conducted in good faith, the terms that of which are fair and reasonable to the Company or such Restricted Subsidiary and which are no less favorable to DEC the Company or the applicable such Restricted Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 500,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value or payments to an Affiliate, as the case may be, of more than $5,000,0002,500,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation consumma- tion thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into into, or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate --------- Transaction"), other than (ix) Affiliate Transactions permitted under paragraph ----------- (b) of this covenant Section 4.11 and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate payment or other property with a fair market value of more than $5,000,0003.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0002.5 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), --------------------- other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC the Company or the applicable such Subsidiary than those that might could reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate payments or other property with a fair market value of more than $5,000,0005.0 million, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on conducted in good faith, the terms that of which are fair and reasonable to the Company or such Subsidiary and which are no less favorable to DEC the Company or the applicable such Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, including a majority of the disinterested Directors, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value or payments to an Affiliate, as the case may be, of more than $5,000,0001,000,000, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 500,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0004 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), --------- other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC the Company or the applicable such Subsidiary than those that might could reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate payments or other property with a fair market value of more than $5,000,0005.0 million, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably be expected to have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary, if such a transaction were to be available to the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0007.5 million, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are is similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall will not cause each or permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph clause (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained or are obtainable in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All In connection with all Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 10.0 million, the Company shall be approved by either (i) obtain the approval of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisionsprovisions or (ii) obtain a favorable opinion as to the fairness of such transaction or series of related transactions to the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor and file the same with the Trustee. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to which are similar or part of a common plan) that involves an involving aggregate fair market value payments or other property with a Fair Market Value in excess of more than $5,000,00025.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The ------------------------------------------ Company will not, and each shall cause each will not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (bSection 5.9(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC the Company or the applicable such Subsidiary than those that might could reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) after the Issue Date that involves an aggregate payments or other property with a fair market value of more than $5,000,0005.0 million, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Paying Agent.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 10.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00025.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no not materially less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "Affiliate TransactionAFFILIATE TRANSACTION"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no not less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 500,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The ------------------------------------------ Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "Affiliate Transaction"), other --------------------- than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 5.0 million shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Sub- sidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,00010.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0002,500,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value or payments to an Affiliate, as the case may be, of more than $5,000,0002.5 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each each, an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (bSection 4.08(b) of this covenant and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All ; provided that (i) if any such Affiliate Transactions Transaction (and each or a series of related Affiliate Transactions which are similar or part of a common plan) involving involves aggregate payments or other property with a fair market value in excess of $1,000,000 10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall be approved by file with the Board of Directors of DEC, such approval to be evidenced by a Board Resolution stating Trustee an Officers’ Certificate certifying that such Board of Directors has determined that such transaction Affiliate Transaction complies with the foregoing provisions. If DEC, NFC or this Section 4.08 and (ii) if any of their respective Subsidiaries enters into an such Affiliate Transaction (or a series of related Affiliate Transactions related to which are similar or part of a common plan) that involves an aggregate payments or other property with a fair market value in excess of more than $5,000,00035.0 million, DEC shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of Company or such transaction or series of related transactions to DEC, NFC or the relevant Restricted Subsidiary, as the case may be, from shall file with the Trustee a financial point Board Resolution of viewthe Board of Directors of the Company or such Restricted Subsidiary, from as the case may be, set forth in an Independent Financial Advisor (Officers’ Certificate certifying that such Affiliate Transaction complies with this Section 4.08 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company or such Restricted Subsidiary, as defined in the Indenture as in effect on the Closing Date)case may be.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its the Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 500,000 shall be approved by the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective Subsidiaries Restricted Subsidiary enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0004,000,000, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable an opinion as to the fairness of stating that such transaction or series of related transactions are fair to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on conducted in good faith, the terms that of which are fair and reasonable to the Company or such Subsidiary and which are no less favorable to DEC the Company or the applicable such Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 250,000 shall be approved by the Board of Directors of DECthe Company or such Subsidiary, as the case may be, including a majority of the disinterested Directors, if any, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. 125 -52- If DEC, NFC the Company or any Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value or payments to an Affiliate, as the case may be, of more than $5,000,0001,000,000, DEC the Company or such Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC The Company shall not, and each shall cause each not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "Affiliate Transaction"), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm's-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value in excess of $1,000,000 1.0 million shall be approved by the disinterested members of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution filed with the Trustee stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any Restricted Subsidiary of their respective Subsidiaries the Company enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value of more than $5,000,0005.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in and file the Indenture as in effect on same with the Closing Date)Trustee.

Limitation on Transactions with Affiliates. (a) DEC and NFC shall The Company will not, and each shall cause each will not permit any of its Restricted Subsidiaries to notto, directly or indirectly, enter into or permit to exist any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of their respective its Affiliates (each an "“Affiliate Transaction"”), other than (ix) Affiliate Transactions permitted under paragraph (b) of this covenant below and (iiy) Affiliate Transactions on terms that are no less favorable to DEC or the applicable Subsidiary than those that might reasonably have been obtained in a comparable transaction at such time on an arm'sarm’s-length basis from a Person that is not an Affiliate of DEC the Company or such Restricted Subsidiary. All Affiliate Transactions (and each series of related Affiliate Transactions which are similar or part of a common plan) involving aggregate payments or other property with a fair market value Fair Market Value in excess of $1,000,000 1.0 million shall be approved by a majority of the disinterested members of the Board of Directors of DECthe Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If DEC, NFC the Company or any of their respective its Restricted Subsidiaries enters into an Affiliate Transaction (or a series of related Affiliate Transactions related to a common plan) that involves an aggregate fair market value Fair Market Value of more than $5,000,0005.0 million, DEC the Company or such Restricted Subsidiary, as the case may be, shall, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such transaction or series of related transactions to DEC, NFC the Company or the relevant Restricted Subsidiary, as the case may be, from a financial point of view, from an Independent Financial Advisor (as defined in Institution and file the Indenture as in effect on same with the Closing Date)Trustee.