The Borrower will not, and will not permit any Restricted Subsidiary to, enter into or be a party to any transaction or arrangement with any Affiliate (excluding any Restricted Subsidiary, but including any Unrestricted Subsidiary or any other Affiliate) (an “ Applicable Affiliate ”) (including, without limitation, the purchase from, sale to or exchange of property with, or the rendering of any service by or for, any Applicable Affiliate), except for (a) management services, operation and maintenance agreements entered into between the Borrower or a Restricted Subsidiary and one or more SPEs on reasonable business terms, (b) other transactions between or among the Borrower or one or more of its Restricted Subsidiaries and any Applicable Affiliate entered into in the ordinary course of the Borrower’s or such Restricted Subsidiary’s business consistent with past practices, and (c) other transactions or arrangements entered into in the ordinary course of and pursuant to the reasonable requirements of the Borrower’s or such Restricted Subsidiary’s business and upon fair and reasonable terms no less favorable to the Borrower or such Restricted Subsidiary than would obtain in a comparable arm’s-length transaction with a Person other than an Applicable Affiliate.