Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Wholly Owned Subsidiary Guarantor) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of the relevant Group Member, and (c) upon fair and reasonable terms no less favorable to the relevant Group Member than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.  For the avoidance of doubt, transactions related to the formation of the Network Entities, transactions related to the formation of the Special Film Entities, the Real Property SPE and the Specified JVs and transactions between the Borrower and its Subsidiaries, on the one hand, and any Network Entity that is not a Subsidiary or any Special Film Entity or the Real Estate SPE or any Specified JV, on the other hand, shall not be deemed to be outside of the ordinary course of business.