The Borrower will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Credit Parties) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate; provided that (a) any transaction with any Affiliate (other than a transaction solely among Credit Parties) with consideration, when aggregated with the consideration involved in all other such affiliated transactions during the term of this Agreement, in excess of $5,000,000 shall require the approval of the board of directors of the Borrower (including a majority of the disinterested directors) and (b) the Borrower shall deliver a fairness opinion in form and substance acceptable to the Administrative Agent from a financial advisor of national standing reasonably acceptable to the Administrative Agent approving any transaction with any Affiliate (other than a transaction solely among Credit Parties) with consideration, when aggregated with the consideration involved in all other such affiliated transactions during the term of this Agreement, in excess of $10,000,000.