The Borrower will not directly or indirectly, enter into any purchase, sale, lease or other transaction with any Affiliate except transactions on terms that are no less favorable to the Borrower than those which might be obtained at the time in a comparable arm’s-length transaction with any Person who is not an Affiliate; except any such transaction (i) unanimously approved by the board of directors of the Borrower or by a committee of its board of directors whose members have been unanimously appointed by its board of directors; or (ii) between the Borrower and any a Lender, an Affiliate of a Lender, or a Clay Family Member.