Except for transactions by or among the Borrower and the Subsidiaries and any transaction expressly permitted under Sections 6.01, 6.04, 6.05 and 6.06, sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except for (a) any of the foregoing transactions 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) reasonable and customary fees, indemnification and similar arrangements, consulting fees, employee salaries, bonuses or employment or severance agreements, compensation or employee benefit arrangements or plans and incentive arrangements or plans (including any amendments to the foregoing) with any officer, director, employee or consultant of the Borrower or a Restricted Subsidiary entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower, (c) payment of management fees or similar fees under the CHM Management Agreements, the Harmony Management Agreement, or similar management agreements entered into or assumed in connection with a Permitted Acquisition or business expansion, (d) loans (and cancellation of loans) and advances to directors, officers, employees or consultants of the Borrower or any of its Subsidiaries entered into in the ordinary course of business or approved in good faith by the Board of Directors of the Borrower, (e) transactions entered into by a Person prior to the time such Person becomes a Subsidiary or is merged or consolidated into the Borrower or a Subsidiary (provided such transaction is not entered into in contemplation of such event), (f) any transaction in which the Borrower or any Subsidiary, as the case may be, receives an opinion from a nationally recognized investment banking, appraisal or accounting firm that such transaction is either fair, from a financial standpoint, to the Borrower or such Subsidiary or meets the requirements of clause (a) of this paragraph, and (g) the agreements described in, and transactions contemplated in, Schedule 6.07.