The Borrowers will not at any time 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 (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrowers than could be obtained on an arm's-length basis from unrelated third parties, [ and ](b) transactions between or among the Borrowers and their Subsidiaries not involving any other Affiliate, which would not otherwise violate the provisions of the Loan Documents , and (c) any payments or other transfers made by EB International Holdings, Inc. or another Borrower to Electronics Boutique of Canada Inc. or another Foreign Subsidiary in conjunction with any tax reimbursement agreement pursuant to which EB International Holdings, Inc. or such other Borrower is obligated to reimburse Electronics Boutique of Canada Inc. or such other Foreign Subsidiary for withholding taxes incurred as a result of a conversion of equity or retained earnings into paid-up capital for the benefit of EB International Holdings, Inc. or such other Borrower .