The Borrower will not, and will not permit any Subsidiary to, 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) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among the Borrower and the Subsidiaries (or between or among two or more Subsidiaries) not involving any other Affiliate; and (c) compensation arrangements for directors or executive officers approved by the Board of Directors of the Borrower or the compensation committee of such Board of Directors; provided that nothing contained in this Section shall prevent the Borrower from paying dividends or making other cash distributions to its stockholders.