The Company shall not, and shall not permit its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Company that is not a Subsidiary of the Company, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to (a) transactions for fair market value of less than $25,000,000, (b) transactions between or among the Company and its Subsidiaries, (c) entering into employment and severance arrangements with directors, officers and employees, (d) Restricted Payments not prohibited under Section  8.03 , (e) investments permitted under Section  8.02 that would be subject to this Section  8.09 because the Company or a Subsidiary owns Equity Interests in or otherwise Controls such Person and (f) any other transaction approved by a majority of the disinterested members of the Borrower as being fair to the Borrower and its Subsidiaries.