Guarantor will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any material transaction with any of its Affiliates, except (a) transactions entered into prior to the date hereof or contemplated by any agreement entered into prior to the date hereof, (b) in the ordinary course of business or at prices and on terms and conditions not less favorable to Guarantor or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (c) transactions between or among Guarantor and the Restricted Subsidiaries or between or among Restricted Subsidiaries, (d) any arrangements with officers, directors, representatives or other employees of Guarantor and its Subsidiaries relating specifically to employment as such and (e) transactions that are otherwise permitted by this Agreement.