Except as set forth on [Schedule 11.9] hereto or as permitted pursuant to [Section 11.3] hereof, no Loan Party is conducting, permitting or suffering to be conducted, transactions with any Affiliate other than transactions with Affiliates for the purchase or sale of Inventory or services in the ordinary course of business pursuant to terms that are no less favorable to such Loan Party than the terms upon which such transactions would have been made had they been made to or with a Person that is not an Affiliate.

Except as set forth on [Schedule 11.9] hereto or as permitted pursuant to [Section 11.3] hereof, no Loan Party shall conduct, permit or suffer to be conducted, transactions with Affiliates other than transactions for the purchase or sale of Inventory or services in the ordinary course of business pursuant to terms that are no less favorable to such Loan Party than the terms upon which such transactions would have been made had they been made to or with a Person that is not an Affiliate. Without limiting the foregoing, no Loan Party will make any loans to, investments in or other transfers of property or business opportunities to any Non-Loan Party Subsidiary, nor will any Loan Party engage in any transaction with or for the benefit of a Non-Loan Party Subsidiary, other than de minimus activities related to a Loan Party being the parent company of a Non-Loan Party Subsidiary and de minimus transactions incidental thereto. Furthermore, any and all earn-out payments required to be made in connection with the Related Transaction shall not be funded by any Loan Party or any Subsidiary other than payments made from # cash equity received by the Loan Parties for the express purpose of satisfying such earn-out payments, and # the cash flow of ​ and ​.