Each Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than (a) on fair and reasonable terms as favorable to such Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, (b) advances to directors or employees pursuant to Section 7.02(c) , (c) payroll and similar advances in the ordinary course of business and consistent with past practices, (d) the payment of reasonable and customary fees to directors of Holdco or any Subsidiary, (e) customary and reasonable compensation and employee benefit arrangements paid to, and customary indemnities provided for the benefit of, directors, officers or employees of Holdco or any Subsidiary in the ordinary course of business, (f) employment and severance arrangements entered into in the ordinary course of business between Holdco or any Subsidiary and any employee thereof, (g) Restricted Payments permitted under Section 7.06 and (h) the New Mirror Notes and any payments thereon or repurchases thereof to the extent such payments or repurchases are otherwise permitted pursuant to the terms of this Agreement; provided that the foregoing restriction shall not apply to transactions solely between or among any Loan Parties to the extent permitted by this Agreement.