None of the U.S. Borrower or any Restricted Subsidiary will sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms and conditions substantially as favorable to the U.S. Borrower or such Restricted Subsidiary as those that would prevail at such time in comparable arm’s-length transactions with unrelated third parties, (b) transactions between or among the Loan Parties not involving any other Affiliate and transactions between or among Restricted Subsidiaries that are not Loan Parties not involving any other Affiliate, (c) transactions between or among the U.S. Borrower and a Restricted Subsidiary or among Restricted Subsidiaries and not involving any other Affiliate consisting of (i) transactions with a value of $5,000,000 or less (individually), (ii) the transfer or other Disposition by a Loan Party to any Foreign Subsidiary that is not a Loan Party of any Equity Interests in a Foreign Subsidiary directly owned by such Loan Party in connection with a reorganization of the ownership structure of such Foreign Subsidiary, in each case, to the extent permitted under Section 6.04, and provided that such Equity Interests, after giving effect to such transfer, are owned directly or indirectly through one or more Restricted Subsidiaries by a Foreign Subsidiary the Equity Interests of which have been pledged by a Loan Party in accordance with the Collateral and Guarantee Requirements (subject to the applicable limitations on the pledge of voting Equity Interests of such Foreign Subsidiary), (iii) any Investment to the extent permitted by Section 6.04 (it being understood that, if so provided in this Agreement, any such Investment shall be taken into account in computing compliance with any basket amounts or other limitations under this Agreement), (iv) intercompany transactions, including the (A) provision of management services and other corporate overhead services, (B) provision of personnel to other locations within the U.S. Borrower’s consolidated group on a temporary basis and (C) provision, purchase or lease of services, operational support, assets, equipment, data, information and technology, that, in the case of any such intercompany transaction referred to in this clause (iv), are subject to reasonable reimbursement or cost-sharing arrangements (as determined in good faith by the U.S. Borrower), which reimbursement or cost-sharing arrangements may be effected through transfers of cash or other assets or through book-entry credits or debits made on the ledgers of each involved Restricted Subsidiary; provided that any such intercompany transaction is either (1) entered into in the ordinary course of business or (2) otherwise entered into pursuant to the reasonable requirements of the business of the U.S. Borrower and the Restricted Subsidiaries, (v) ordinary course business transactions (other than transactions of the type described in clause (iv) above) that (A) do not involve the sale, transfer or other Disposition of operations or assets and (B) do not adversely affect the Lenders, and (vi) transactions pursuant to agreements in existence on the Signing Date and set forth on Schedule 6.09 or any amendment thereto to the extent such amendment is not adverse, taken as a whole, to the Lenders in any material respect, (d) any Restricted Payment permitted under Section 6.08, (e) issuances by the U.S. Borrower of Equity Interests (other than Disqualified Equity Interests), and receipt by the U.S. Borrower of capital contributions, (f) compensation, expense reimbursement and indemnification of, and other employment arrangements with, directors, officers and employees of the U.S. Borrower or any Restricted Subsidiary entered in the ordinary course of business, (g) loans and advances permitted under clauses (l), (m) and (o) of Section 6.04, (h) the payment of Transaction Costs and the consummation of the Transactions, (i) the payment of customary fees and reasonable out of pocket costs to, and indemnities provided on behalf of, directors, managers, consultants, officers and employees of the U.S. Borrower or any Restricted Subsidiary in the ordinary course of business to the extent attributable to the ownership or operation of the U.S. Borrower or such Restricted Subsidiaries, (j) loans and Guarantees among the U.S. Borrower and the Restricted Subsidiaries to the extent permitted under Article VI, (k) employment and severance arrangements and health, disability and similar insurance or benefit plans between the U.S. Borrower and the Restricted Subsidiaries, on the one hand, and their respective directors, officers, employees, on the other hand (including management and employee benefit plans or agreements, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the board of directors of the U.S. Borrower, (l) payments by any Restricted Subsidiary to the U.S. Borrower (either directly or indirectly through such Restricted Subsidiary’s parent entity or entities) made to permit the U.S. Borrower to pay any Taxes imposed on it as the common parent of a group filing a consolidated, combined, unitary or affiliated tax return of which the U.S. Borrower and the Restricted Subsidiaries are members, in such amounts as required by the U.S. Borrower to pay the tax liability in respect of such tax return to the extent such liability is directly attributable to the income of such Restricted Subsidiaries or the U.S. Borrower; provided that such payments by the Restricted Subsidiaries to the U.S. Borrower shall not exceed the amount owed to any Governmental Authority pursuant to such consolidated, combined, unitary or affiliated tax return, (m) transactions pursuant to the Transition Services Agreement and (n) transactions pursuant to any Permitted Securitization Financing or any Permitted Receivables Financing .