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) in the ordinary course of business 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) transactions between or among the Borrower and any wholly-owned Subsidiaries not involving any other Affiliate, (c) any transaction permitted by Section 6.01 , 6.03 , 6.04 or 6.07 , (d) employment, indemnification, benefits and compensation arrangements (including arrangements made with respect to bonuses and equity-based awards) entered into in the ordinary course of business with members of the board of directors or officers and employees of the Borrower and its Subsidiaries, (e) payment of employee compensation in the ordinary course of business to any Affiliate who is an individual in such Person’s capacity as an officer, employee or consultant of the Borrower or any of its Subsidiaries, (f) intercompany transactions among the Borrower and its wholly owned Subsidiaries for the purpose of improving the consolidated tax efficiency of the Borrower and its Subsidiaries, to the extent such transactions are otherwise permitted under this Agreement, (g) payments by the Borrower and its Subsidiaries pursuant to tax sharing agreements among the Borrower and its Subsidiaries on customary terms that require each party to make payments when such taxes are due or refunds received of amounts equal to the income tax liabilities and refunds generated by each such party calculated on a separate return basis and payments to the party generating tax benefits and credits of amounts equal to the value of such tax benefits and credits made available to the group by such party; and (h) transactions between the Borrower or any Subsidiary and any Person, a member of the governing board of which is also a member of the governing board of the Borrower or a Subsidiary which are expressly approved by the governing board of the Borrower or such Subsidiary, provided , however, that such member abstains from voting as a member of the governing board of the Borrower or such Subsidiary on any matter involving such other Person.