Parent and the Borrower will not, and will not permit any Restricted Subsidiary to, enter into any transaction, with any Affiliate (other than Parent, the Borrower and the Restricted Subsidiaries) unless such transaction is upon terms that are no less favorable to it than those that could reasonably be expected to be obtained in a comparable arm’s length transaction with a Person not an Affiliate or that are otherwise fair to Parent, the Borrower or such Restricted Subsidiary from a financial point of view. The restrictions set forth in this Section 9.12 shall not apply to (a) executing, delivering, and performing obligations under the Loan Documents, (b) compensation to, and the terms of employment contracts with, individuals who are officers, managers and directors of Parent or the Borrower, provided such compensation or contract is approved by Parent’s board of directors, (c) the issuance of Equity Interests (other than Disqualified Stock) by Parent or the Borrower, (d) transactions under the Borrower LLC Agreement, and (e) transactions permitted under Section 9.04 or Section 9.05 or otherwise expressly permitted under this Agreement.