Common use of Dealings with Affiliates Clause in Contracts

Dealings with Affiliates. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with (including purchase or lease property or services from, sell or lease property or services to, loan or advance to, or enter into, suffer to remain in existence or amend any contract, agreement or arrangement with) any Affiliate of such Borrower or Subsidiary that is not a Credit Party, directly or indirectly, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Officers and employees of the Borrower and its Subsidiaries may be compensated for services rendered in such capacity to the Borrower and its Subsidiaries; provided that the board of directors of the Borrower or a Subsidiary of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction) approve the same (it being understood that no compensation shall be paid to any director of any Borrower or a Subsidiary of the Borrower for service as a director). (b) Other transactions may be entered into with Affiliates in good faith and on terms no less favorable to the Borrower or any such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s-length basis from an unrelated Person, provided that the board of directors of the Borrower or such Subsidiary (including a majority of the directors having no direct or indirect interest in such transaction) approve or ratify such transaction and determine that such terms are no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s-length basis from an unrelated Person.

Dealings with Affiliates. The Borrower shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with (including purchase or lease property or services from, sell or lease property or services to, loan or advance to, or enter into, suffer to remain in existence or amend any contract, agreement or arrangement with) any Affiliate of such Borrower or Subsidiary that is not a Credit PartySubsidiary, directly or indirectly, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Officers and employees of the Borrower and its Subsidiaries may be compensated for services rendered in such capacity to the Borrower and its Subsidiaries; provided that the board of directors of the Borrower or a Subsidiary of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction) approve the same (it being understood that no compensation shall be paid to any director of any Borrower or a Subsidiary of the Borrower for service as a director). (b) Other transactions may be entered into with Affiliates in good faith and on terms no less favorable to the Borrower or any such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s-length basis from an unrelated Person, provided that the board of directors of the Borrower or such Subsidiary (including a majority of the directors having no direct or indirect interest in such transaction) approve or ratify such transaction and determine that such terms are no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s-length basis from an unrelated Person.

Dealings with Affiliates. The Neither the Borrower nor any Subsidiary Obligor shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with (including including, without limitation, purchase or lease property or services from, sell or lease property or services to, loan or advance to, or enter into, suffer to remain in existence or amend any contract, agreement or arrangement with) any Affiliate of such Borrower or Subsidiary that is not a Credit PartyPerson, including, without limitation, any Non-Surety Entity, directly or indirectly, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Officers The Borrower any the Subsidiary Obligors may continue to perform under (i) this Agreement, (ii) the Servicing Agreement and any future servicing agreements, and (iii) the contracts, agreements and arrangements in existence as of the date hereof and set forth in Schedule 6.12 hereof; (b) Directors, officers and employees of the Borrower and its Subsidiaries such Person may be compensated for services rendered in such capacity to the Borrower and its Subsidiaries; such Person, provided that such compensation is in good faith and on terms no less favorable to such Person than those that could have been obtained in a comparable transaction on an arm's-length basis from an unrelated Person, and the board of directors of the Borrower or a Subsidiary of the Borrower such Person (including a majority of the directors having no direct or indirect interest in such transaction) approve the same same; (it being understood that no compensation shall be paid to any director c) Intercompany transactions in the ordinary course of any Borrower or a Subsidiary of business among the Borrower for service as a director). (b) Other transactions may be entered into with Affiliates and the Subsidiary Obligors, in good faith and on terms no less favorable to the Borrower or any such Subsidiary than those that could have been obtained in a comparable transaction on an arm’sarm's-length basis from an unrelated Person, provided that the board of directors of the Borrower or such Subsidiary ; (including a majority of the directors having no direct or indirect interest d) Other transactions with Affiliates in such transaction) approve or ratify such transaction good faith and determine that such on terms are no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’sarm's-length basis from an unrelated Person; (e) Intercompany transactions permitted under Section 6.5(g) herein; and (f) Cash and escrow management functions approved by Agent. Without limiting the generality of the foregoing, (i) neither the Borrower nor any Subsidiary Obligor may commingle its properties with the properties of any Non-Surety Entity except as permitted under Sections 6.5(g) and 6.10(e) herein, and (ii) all such Persons shall maintain all corporate, partnership or other formalities necessary under applicable law to maintain their separateness.

Dealings with Affiliates. The Borrower shall not, and shall not ------------------------ permit any of its Subsidiaries Subsidiary to, enter into or carry out any transaction with (including including, without limitation, purchase or lease property or services from, sell or lease property or services to, loan or advance to, or enter into, suffer to remain in existence or amend any contract, agreement or arrangement with) any Affiliate of such Borrower or Subsidiary that is not a Credit Partythe Borrower, directly or indirectly, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, except: (a) Officers Existence and employees performance of contracts, agreements and arrangements in existence as of the date hereof and set forth in Schedule 7.12 hereof; (b) Directors and officers of the Borrower and its Subsidiaries may be compensated for services rendered in such capacity to the Borrower and its Subsidiaries; or such Subsidiary, provided that such compensation is in good faith and on terms no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm's-length basis from an unrelated Person, and, in the case of directors and executive officers, the board of directors of the such Borrower or a Subsidiary of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction) approve the same same; (it being understood that no compensation shall be paid to any director c) Transactions in the ordinary course of any Borrower or business and consistent with past practices between a Subsidiary of the Borrower, on the one hand, and the Borrower for service as or another Subsidiary of the Borrower, on the other hand, in good faith and, in the case of Subsidiaries that are not 80% owned by the Borrower, on terms no less favorable to the Borrower or either such Subsidiary than those that could have been obtained in a director).comparable transaction on an arm's-length basis from an unrelated Person; (bd) Other transactions may be entered into with Affiliates in good faith and on terms no less favorable to the Borrower or any such Subsidiary than those that could have been obtained in a comparable transaction on an arm’sarm's-length basis from an unrelated Person, provided that as to which the board of directors of the such Borrower or such Subsidiary (including a majority of the directors having no direct or indirect interest in such transaction) approve or ratify such transaction and determine that such terms are no less favorable to the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’sarm's-length basis from an unrelated Person; provided, that neither the Borrower nor any of its -------- Subsidiaries shall enter into any such transaction or series of related transactions having a value in excess of $10,000,000 unless the Agent has received a copy of the foregoing resolution of such board of directors and an opinion from an independent financial advisor reasonably acceptable to the Required Lenders to the effect that such transaction is fair to the Borrower or such Subsidiary from a financial point of view; (e) Loans from the Borrower to employees of the Borrower to finance the employees' acquisition of capital stock of the Borrower made in good faith and subject to Section 7.5(h) hereof.

Dealings with Affiliates. The Except for agreements, arrangements and contracts existing on the Closing Date and described on Schedule 7.11 hereto, the Borrower shall not, and shall not permit any Subsidiary of its Subsidiaries the Borrower to, enter into or carry out any transaction with (including including, without limitation, purchase or lease property or services from, sell or lease property or services to, loan or advance Advance to, or enter into, suffer permit to remain in existence or amend any contract, agreement or arrangement with) any Affiliate of such the Borrower or (other than a wholly-owned Subsidiary that is not a Credit Partyof the Borrower), directly or indirectly, or agree, become or remain liable (contingently or otherwise) to do any of the foregoing, (it being understood that dividends paid on capital stock shall be deemed not to be "transactions" for purposes of this Section 7.11), except: (a) Officers Directors, officers, employees and employees consultants of the Borrower and its Subsidiaries or any Subsidiary of the Borrower may be compensated for services rendered in such capacity to the Borrower and its Subsidiariesor such Subsidiary of the Borrower; provided that, (i) such compensation is in good faith and on terms no less favorable to the Borrower or such Subsidiary of the Borrower than those that could have been obtained in a comparable transaction with an unrelated third party, and (ii) in the case of compensation in excess of $100,000 per annum for any individual, the board of directors of the Borrower or a Subsidiary of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction) approve any such transaction occurring after the same (it being understood that no compensation shall be paid to any director of any Borrower or a Subsidiary of the Borrower for service as a director).Closing Date; (b) Other Restricted Stock Purchases permitted by Section 7.6 hereof; (c) Stock option plans, restricted stock plans and other officer, director and employee benefit plans and arrangements approved by the board of directors of the Borrower (including a majority of the directors having no direct or indirect interest in such transaction); and (d) Transactions between the Borrower and its Subsidiaries, on the one hand and Affiliates of the Borrower, on the other hand; provided that, (i) such transactions may be are entered into with Affiliates in good faith and on terms no less favorable to the Borrower or any such Subsidiary of the Borrower than those that could have been obtained in a comparable transaction on an arm’s-length basis from with an unrelated Personthird party, provided that and (ii) the board of directors of the Borrower or such Subsidiary (including a majority of the directors having no direct or indirect interest in such transaction) approve or ratify any such transaction and determine that such terms are no less favorable to occurring after the Borrower or such Subsidiary than those that could have been obtained in a comparable transaction on an arm’s-length basis from an unrelated PersonClosing Date.