The Borrower will not sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except transactions that are at prices and on terms and conditions no less favorable to what could be obtained on an arm’s-length basis from unrelated third parties; provided that the foregoing restriction shall not apply to (a) any restricted payment or investment not prohibited by Section 9.05, (b) the payment of reasonable fees to managers of the Borrower who are not employees of the Borrower or any Affiliate of the Borrower or (c) transactions contemplated by the Receivables Transfer Agreement.