The Borrower will not, and will not permit any of its Subsidiaries to, Dispose (including pursuant to a merger) of any property or assets to, or purchase, lease or otherwise acquire (including pursuant to a merger) any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business and at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties (it being understood that this Section shall not apply to any transaction that is expressly permitted under Sections 7.1 , 7.3 , 7.4 , 7.5 or 7.8 of this Credit Agreement entirely between or among the Loan Parties and not involving any other Affiliate), (b) any Restricted Payment permitted by Section 7.8 , (c) the Transactions and (d) transactions pursuant to the Subordinated Note.