Common use of Limitation on Affiliate Transactions Clause in Contracts

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate TransactionAFFILIATE TRANSACTION") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company ------------------------------------ shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 1.0 million but less than $5.0 million, an officer of the Company certifies that such Affiliate Transaction complies with clause (1) of this paragraph, evidenced by an Officer's Certificate delivered to the Trustee; (3) if such Affiliate Transaction involves an amount equal to or in excess of $5.0 million but less than $20.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of DirectorsDirectors resolution; and (34) if such Affiliate Transaction involves an amount equal to or in excess of $10.0 20.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party investment banking firm of national prominence that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an AffiliateSubsidiaries.

Limitation on Affiliate Transactions. (a) The ------------------------------------ Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to ---------------------- the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million5,000,000, the material terms of the Affiliate Transaction are set forth in writing and writing, a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) of this sentence are satisfied and have approved the relevant Affiliate Transaction as evidenced by a Board resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have of the Company has received a written opinion from an Independent Qualified Party to the effect that the financial terms of such Affiliate Transaction is are fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-arm's length transaction with a Person who was is not an Affiliate; and (3) if such Affiliate Transaction involves an amount in excess of $15,000,000, the Holders of at least a majority in principal amount at maturity of the Securities then outstanding shall also have given their written consent to such Affiliate Transaction.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 3.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, to enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Company (an "Affiliate Transaction") unless (1) the Affiliate Transaction is made in (A) good faith and (B) on terms thereof which are no less favorable fair and reasonable to the Company or such Restricted Subsidiary than those that could be obtained at Subsidiary, as the time of such Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliatecase may be; (2) if such Affiliate Transaction involves an amount in excess of $2.5 5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in clause (11)(B) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of DirectorsResolution; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party investment banking firm of national prominence that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an AffiliateSubsidiaries.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless unless: (1) the terms thereof are no not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are 68 59 satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 25 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party investment banking, accounting or appraisal firm of national prominence that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an AffiliateSubsidiaries.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless unless: (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 10.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 20.0 million, the Board of Directors shall also have received a written opinion from (A) an Independent Qualified Party investment banking firm of national prominence or (B) an accounting or appraisal firm nationally recognized in making such determinations, in each case that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an AffiliateSubsidiaries.

Limitation on Affiliate Transactions. (a) The During such time as the Regions Stockholders hold Shares, the Company shall not, and shall not permit any Restricted Subsidiary of its Subsidiaries to, enter into any material transaction or permit to exist any transaction (including the purchase, sale, lease or exchange series of any property, employee compensation arrangements or the rendering of any service) related material transactions with, or for the benefit of, Clarion or any of its Affiliates (an “Affiliate Transaction”) unless: (1) in the good faith judgment of the Company (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company or such Restricted its Subsidiary as applicable, than those that could be obtained at the time of such Affiliate Transaction in arm'sarm’s-length dealings with a Person who is not such an AffiliateAffiliate of Clarion; and (2) if such Affiliate Transaction involves an amount in excess of $2.5 million1,000,000, the material terms of the Affiliate Transaction are set forth in writing and writing, either (i) a majority of the directors Independent Directors of the Company disinterested with respect to (or if there is only one Independent Director, then such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1Independent Director) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and Directors or (3ii) if there are no Independent Directors at the time such Affiliate Transaction involves an amount in excess of $10.0 million, is proposed to the Board of Directors shall also have received a written opinion from an Independent Qualified Party to then, if requested by the effect Regions Director within 15 Business Days of the date that such Affiliate Transaction is fairproposed to the Board of Directors, a fairness opinion shall be obtained by the Company from an independent nationally or regionally recognized investment banking firm to the effect that the proposed Affiliate Transaction is fair from a financial standpoint, point of view to the Company Company, and its Restricted Subsidiaries if such independent nationally or is regionally recognized investment banking firm cannot less favorable render such an opinion with respect to such Affiliate Transaction, then the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was shall not an Affiliateenter into such Affiliate Transaction.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit Brand Services or any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company or Brand Services (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company Company, Brand Services or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 3.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company or Brand Services, as applicable, disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the such Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors of the Company or Brand Services, as applicable, shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company or Brand Services and its Restricted Subsidiaries Subsidiaries, as applicable, or is not less favorable to the Company or Brand Services and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Symmetry shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company its Affiliates (an "“Affiliate Transaction"”) unless unless: (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company Symmetry or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company Symmetry disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) of this paragraph (a) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of DirectorsDirectors of Symmetry; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million15,000,000, the Board of Directors of Symmetry shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to Symmetry and the Company and its Restricted Subsidiaries or is not less favorable to Symmetry and the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm'sarm’s-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company UCAR International shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company UCAR International (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company UCAR International or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 10.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company UCAR International disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directorsresolution; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 25.0 million, the Board of Directors of UCAR International shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to UCAR International and the Company and its Restricted Subsidiaries or is not less favorable to UCAR International and the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, enter into or permit to exist conduct any transaction or series of transactions (including the purchase, sale, lease or exchange of any property, employee compensation arrangements property or the rendering of any service) with, or for the benefit of, with any Affiliate of the Company Borrower (an "Affiliate Transaction") unless on terms (1i) the terms thereof that taken as a whole are no less favorable to the Company Borrower or such Restricted Subsidiary Subsidiary, as the case may be, than those that could be obtained at the time of such Affiliate Transaction transaction in arm's-length dealings with a Person who is not such an Affiliate; Affiliate and (2ii) if that, in the event such Affiliate Transaction involves an aggregate amount in excess of $2.5 million1,000,000, the terms of the Affiliate Transaction are set forth not in writing and have not been approved by a majority of the directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution members of the Board of Directors; and (3) if Directors having no material personal financial interest in such Affiliate Transaction involves an amount or, in the event there are no such members, as to which the Borrower has not obtained a Fairness Opinion (as hereinafter defined). In addition, any such transaction involving aggregate payments or other transfers by the Borrower and its Restricted Subsidiaries (i) on or prior to the Initial Maturity Date in excess of $10.0 million, 2,500,000 and (ii) after the Board Initial Maturity Date in excess of Directors shall $5,000,000 will also have received require an opinion (a written opinion "Fairness Opinion") from an Independent Qualified Party independent investment banking firm or appraiser, as appropriate, of national prominence, to the effect that the terms of such Affiliate Transaction is fairtransaction are fair to the Borrower or such Restricted Subsidiary, as the case may be, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliatepoint of view.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 5 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by 56 a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 10 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company Borrower (an "“Affiliate Transaction"”) unless (1) the terms thereof are no less favorable to the Company Borrower or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm'sarm’s-length dealings with a Person person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 million5,000,000, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million20,000,000, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company Borrower and its the Restricted Subsidiaries or is not less favorable to the Company Borrower and its the Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm'sarm’s-length transaction with a Person person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or permit to exist make or amend any transaction (including the purchasetransaction, salecontract, lease agreement, understanding, loan, advance or exchange of any property, employee compensation arrangements or the rendering of any service) guarantee with, or for the benefit of, any Affiliate of the Company (an "“Affiliate Transaction"”) unless unless: (1) the terms thereof of the Affiliate Transaction are no not less favorable in any material respect to the Company or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 25 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 50 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm'sarm’s-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 2.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 5.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an Affiliate.

Limitation on Affiliate Transactions. (a) )______ The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, with any Affiliate of the Company (an "Affiliate Transaction") unless (1) the terms thereof are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such Affiliate Transaction transaction in arm's-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 1.0 million but less than $5.0 million, an officer of the Company certifies that such Affiliate Transaction complies with clause (1) of this paragraph, evidenced by an Officer's Certificate delivered to the Trustee; (3) if such Affiliate Transaction involves an amount equal to or in excess of $5.0 million but less than $20.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the non-employee directors of the Company disinterested with respect to such Affiliate Transaction Transactions have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of DirectorsDirectors resolution; and (34) if such Affiliate Transaction involves an amount equal to or in excess of $10.0 20.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party investment banking firm of national prominence that is not an Affiliate of the Company to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm's-length transaction with a Person who was not an AffiliateSubsidiaries.

Limitation on Affiliate Transactions. (a) The Company Borrower shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company Borrower (an "“Affiliate Transaction"”) unless (1) the terms thereof are no less favorable to the Company Borrower or such Restricted Subsidiary than those that could be obtained at the time of such the Affiliate Transaction in arm'sarm’s-length dealings with a Person who is not such an Affiliate; (2) if such Affiliate Transaction involves an amount in excess of $2.5 5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the directors of the Company Borrower disinterested with respect to such Affiliate Transaction have determined in good faith that the criteria set forth in clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors; and (3) if such Affiliate Transaction involves an amount in excess of $10.0 million, the Board of Directors shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company Borrower and its Restricted Subsidiaries or is not less favorable to the Company Borrower and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm'sarm’s-length transaction with a Person who was not an Affiliate.