Except as disclosed on the attached Schedule 7.14 other than the most recently amended Schedule 7.14 (if the disclosures are approved by Majority Lenders), no Company is a party to a material transaction with any of its Affiliates (excluding other Companies), other than transactions in the ordinary course of business and upon fair and reasonable terms not materially less favorable than it could obtain or could become entitled to in an arm’s length transaction with a Person that was not its Affiliate. For purposes of this Section 7.14 , a transaction is “material” if it requires any Company to pay more than $10,000,000 during the term of the governing agreement.