Except for transactions which do not, in the aggregate, cost the Restricted Companies more than $2,000,000 in any fiscal year, no Restricted Company shall enter into or suffer to exist any transaction with any Affiliate ( other than another Restricted Company), or guaranty, obtain any letter of credit or similar instrument in support of, or create, incur, or suffer to exist any Lien upon any of its assets as security for, any Debt or other obligation of any Affiliate ( other than Debts or other obligations of another Restricted Company) unless (a) such transaction is an advance or equity contribution to an Unrestricted Subsidiary permitted by Sections 10.8(j)  or 10.8(l)  or to a Person (other than a Company) in which a Restricted Company has made an investment permitted by Section 10.8(m) , (b) such transaction is described in Section 10.9 or on Schedule 8.13 , (c) such transaction is an investment in employee residences permitted by Section 10.8(n)(iii) , or (d) such transaction is upon fair and reasonable terms not materially less favorable than it could obtain or could become entitled to in an arm’s-length transaction with a Person that was not its Affiliate; provided , that any Restricted Company may enter into Permitted Recourse Obligations or guarantees or other credit support permitted by clause (h)(ii)  of the definition of “ Permitted Debt ” in support of obligations of Unrestricted Subsidiaries, so long as no Default or Potential Default then exists or arises.