Other than the Specified Transaction and the transactions contemplated under the Loan Documents and the Second Lien Loan Documents, the Parent will not, and will not permit any Restricted 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 Guarantors and Wholly-Owned Subsidiaries of the Parent) 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, (i) if such transactions involve an amount less than $3,000,000, as represented in writing by the Parent, (ii) if such transactions involve an amount that is more than $3,000,000 and up to $5,000,000, as set forth in writing and have been approved by the board of directors of the Parent, including a majority of the disinterested directors and (iii) if such transactions involve an amount in excess of $5,000,000, have been (A) determined by a nationally recognized investment banking firm or other qualified independent appraiser (such firm or appraiser being (x) in the good faith determination of the Parent qualified to render such an opinion and (y) reasonably satisfactory to the Administrative Agent) to be fair, from a financial standpoint, to the Parent or the applicable Restricted Subsidiary and the Parent delivers to the Administrative Agent (for delivery to the Lenders) a letter addressed to the Parent from such firm or qualified appraiser that states that such transactions are on terms that are no less favorable to the Parent or applicable Restricted Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate or (B) approved by the Administrative Agent in writing.