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either Standard & Poor's Corporation or Moody's Investors Service, Inc. (k) Guarantors will not, and will not permit any subsidiary to, directly or indirectly: (i) purchase, acquire or lease any property or receive any services from, or sell, transfer or lease any property or services to, any Affiliate of Guarantors, except on prices and terms no less favorable than would have been obtained in an arm's length transaction with a non-affiliated person; or (ii) make any payment of management fees or other fees or of the principal amount of or interest on any Indebtedness owing to any shareholder, officer, director or other Affiliate of Guarantors, except that Guarantors may pay any management or other fees to Borrower or repay any Indebtedness owing to Borrower. (1) Guarantors will not, and will not permit any subsidiary to, directly or indirectly, during any fiscal year, commencing with the current fiscal year, declare or pay any dividends on account of any shares of any class of capital stock of Guarantors or such subsidiary now or hereafter outstanding, or set aside or otherwise deposit or invest any sums for such purpose, or redeem, retire, defease, purchase or otherwise acquire any shares of any class of capital stock (or set aside or otherwise deposit or invest any sums for such purpose) for any consideration other than stock or apply or set apart any sums, or make any other distribution (by reduction of capital or otherwise) in respect of any such shares or agree to do any of the foregoing except that the Subsidiaries of Guarantors may declare and pay any dividends or other such amounts to Guarantors and Guarantors may declare and pay any dividends or other such amounts to Borrower. (m) Guarantors are not in default in any respect under any agreement, document or instrument to which any of them are a party or by which any of them may be bound, as of the date of this Agreement, except as set forth on Exhibit E hereto and/or such defaults existing as of the date hereof for the breach of a provision of any such agreement, document or instrument relating to the commencement of the Chapter 11 Cases. Neither the execution and delivery of this Agreement or any of the other Financing Agreements, or any of the instruments and documents to be delivered pursuant hereto or thereto, nor the consummation of the transaction herein or therein contemplated, nor compliance with the provisions hereof or thereof, will violate any law or regulation, or any order or decree of any court or governmental instrumentality in any respect, or will conflict with, or result in the breach of, or constitute a default under any other agreement, document or instrument to which any of Guarantors are a party or by which any of them may be bound (except as set forth - 11 -