The Borrower will not, and will not permit any of its Subsidiaries 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) 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 and pursuant to the reasonable requirements of the Borrower’s or its Subsidiaries’ business, (b) transactions between or among the Borrower, its Wholly-Owned Subsidiaries and the Subsidiary Guarantors (or, with respect to (i) transactions in an amount or fair market value of $20,000,000 or less for any single transaction or series of related transactions, (ii) transfer pricing arrangements, or (iii) allocation of selling, general and administrative expenses, in each case, consistent with past practice, transactions between or among the Borrower and its Subsidiaries) not involving any other Affiliate, (c) any Restricted Payment permitted by Section 6.06, (d) any incurrence of Indebtedness permitted by Section 6.01 or investment permitted by Section 6.04, (e) transactions with any Person that is an Affiliate solely by reason of the ownership by the Borrower or its Subsidiaries in the Equity Interest of such Person so long as such Person does not own, directly or indirectly, any Equity Interests of the Borrower, and (f) employment agreements and severance arrangements and health, disability and similar insurance or benefit plans between the Borrower and the Subsidiaries and their respective officers and employees (including management and employee benefit or incentive plans or agreements, phantom equity plans, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with present or former employees, officers or directors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business (including loans and advances pursuant to Section 6.04(f)) and any payments in respect thereof.