Except for payment of Restricted Payments permitted by Section 9.04 , each of Parent and the Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate 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, other than (a) transactions between or among the Loan Parties, (b) Investments permitted under Section 9.05(g), (c) the performance of employment, equity award, equity option or equity appreciation agreements, plans or other similar compensation or benefit plans or arrangements (including vacation plans, health and insurance plans, deferred compensation plans and retirement or savings plans) entered into by the Parent or any of its Subsidiaries in the ordinary course of its business with its employees, officers and directors, (d) fees and compensation to, and indemnity provided on behalf of, officers, directors, and employees of the Parent (or any direct or indirect parent thereof), the Borrower or their respective Subsidiaries in their capacity as such, to the extent such fees and compensation are customary, and (e) issuances of Equity Interests of the Parent and the Borrower to the extent otherwise permitted by this Agreement.