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 with a fair market value in excess of $100,000 for any transaction or series of related transactions, except (a) in the ordinary course of business at prices and on terms and conditions taken as a whole substantially at least as 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 its Subsidiaries or between the Subsidiaries, in each case to the extent permitted by Section 7.4 , (c) any Restricted Payment permitted by Section 7.5 , (d) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the payment of reasonable fees and reimbursement of out-of-pocket expenses to directors of the Borrower or any Subsidiary in an aggregate amount not to exceed $2,000,000 in any fiscal year of the Borrower, (e) compensation (including bonuses and equity or other consideration) and employee benefit arrangements paid to, indemnities provided for the benefit of, and employment and severance arrangements entered into with, directors, officers, managers or employees of the Borrower or the Subsidiaries in the ordinary course of business, including in connection with the Funding Date Acquisition and any other transaction permitted hereunder; (f) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, employee stock options and employee stock ownership plans, and (h) the Funding Date Acquisition.