The Borrower will not, and will not permit any other Loan 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 the Guarantors and, in the case of any Loan Party other than the Borrower, the Borrower) 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 restriction shall not apply to: (a) reasonable and customary fees paid to members of the board of directors (or comparable governing body) of the Borrower or the Loan Parties, (b) compensation arrangements for directors (or the members of the comparable governing body), officers and other employees of the Borrower or the Loan Parties entered into in the ordinary course of business, (c) transactions approved by the independent directors (or the independent members of the comparable governing body) or the conflicts committee of the board of directors (or comparable governing body) of the Borrower, (d) Investments by a Loan Party in an Unrestricted Subsidiary permitted by Section 9.05(h) , (e) Investments permitted by Section 9.05(i) , (f) the Transition Services Agreement, and (g) the transactions listed on Schedule 9.14 .