The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate (or, if the nature of such transaction is such that it is not available on an arm’s-length basis, on terms and conditions that are fair and reasonable); provided that this Section 6.09 shall not prohibit any transaction permitted by Section 6.03(h) or in connection with the Welch Allyn Recapitalization; provided , further , that this Section 6.09 shall not apply to (i) reasonable compensation (including amounts paid pursuant to Plans) and indemnification paid or made available to an officer, director or employee of the Borrower or any of its Restricted Subsidiaries for services rendered in that Person’s capacity as an officer, director or employee or the making of any Restricted Payment otherwise permitted by this Agreement, in each case to the extent any such payments are made in accordance with applicable Laws and (ii) the Farm Agreement.  For purposes of this Section 6.09, Affiliate shall not include the Borrower or any wholly-owned Restricted Subsidiary of the Borrower.