Neither the Parent Borrower nor any of its Subsidiaries shall enter into or be a party to, a transaction with any Affiliate of the Parent Borrower or such Subsidiary (which Affiliate is not the Parent Borrower or a Subsidiary) involving aggregate payments or consideration in excess of $10,000,000 for any individual transaction or series of related transactions, other than, (x) transactions with Affiliates in good faith in the ordinary course of business consistent with past practice and on terms no less favorable to the Parent Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s length basis from an unrelated Person, (y) any transaction with a Person that would constitute a transaction with an Affiliate solely because the Parent Borrower or a Subsidiary owns an Equity Interest in or otherwise controls such Person; provided that no Affiliate of the Parent Borrower or any of its Subsidiaries (other than the Parent Borrower or a Subsidiary) shall be an Affiliate of such Person or (z) any transaction that has otherwise been approved, in good faith, by a majority of the Disinterested Directors of the Parent Borrower or the relevant Subsidiary, as applicable.