The Parent will not, and will not permit any other Credit Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than transactions among or between Credit Parties) 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; provided , that the foregoing restrictions shall not apply to (a) employment and severance arrangements and health, disability and similar insurance or benefit plans between the Parent (or any direct or indirect parent thereof) and its Subsidiaries and their respective directors, officers, employees or consultants (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, directors or consultants and equity 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 Parent; (b) 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 Parent and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of, or in connection with any services provided to or by, the Parent and the other Credit Parties, (c) transactions pursuant to agreements in existence on the Effective Date and set forth on Schedule ‎9.13 or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any material respect, (d) any Debt otherwise permitted by ‎ Section 9.02 , Investments otherwise permitted by ‎ Section 9.05 , Restricted Payments, redemptions, repurchases and other actions permitted under ‎ Section 9.04 , (e) any issuance of Equity Interests or other payments, awards or grants in cash, securities, Equity Interests or otherwise pursuant to, or the funding of, employment arrangements, equity options and equity ownership plans approved by the Board of Directors of the Parent, and (f) payments by or to the Parent and the other Credit Parties pursuant to Tax payment arrangements among the Parent and its Subsidiaries on customary terms; provided , that payments by Parent and the other Credit Parties under any such Tax payment arrangements shall not exceed the excess (if any) of the amount they would have paid on a standalone basis over the amount they actually pay directly to Governmental Authorities.