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200806452 (a) the Affiliate Transaction is on terms that are no less favorable (as reasonably determined by the Company) to the Company than those that would have been obtained in a comparable transaction by the Company with an unrelated Person; and (b) The Company delivers to the Trustee: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of 5% of Tangible Assets of any of the Parties to the Affiliate Transaction as of the end of the most recent fiscal quarter (the "Asset Percentage"), a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 8.17(a) and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of the Asset Percentage, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of Section 8.17(a) hereof: (a) any employment agreement or director's engagement agreement, employee benefit plan, officer and director indemnification agreement or any similar arrangement entered into by the Company in the ordinary course of business or approved by the relevant Board of Directors; (b) transactions with a Person that is an Affiliate of the Company solely because the Company owns an Equity Interest in, or controls, such Person; (c) payment of reasonable directors' fees to Persons who are not otherwise Affiliates of the Company; (d) Company; any issuance of Equity Interests of the Company to Affiliates of the (e) any agreement, instrument or arrangement as in effect as of the date of this Agreement (including. without limitation, the Support Agreement, the Tax Sharing Agreement and the Management Services Agreement) or any amendment hereto or any transaction contemplated hereby (including pursuant to any amendment hereto) in any replacement agreement hereto so long as any such amendment or replacement agreement is not more disadvantageous to the holders of the Bonds in any material respect than the original agreement as in effect on the Issue Date hereof as determined by the Company; and 4834-8191-0786.7 48