Common use of Transactions With Affiliates or Subsidiaries Clause in Contracts

Transactions With Affiliates or Subsidiaries. a. No Borrower shall enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i) the transaction is in the ordinary course of and pursuant to the reasonable requirements of such Loan Party’s business and upon terms substantially the same and no less favorable to such Loan Party as it would obtain in a comparable arm’s length transactions with any Person not an Affiliate or a Subsidiary, and so long as such transaction is not prohibited hereunder; (ii) such transaction is intended for incidental administrative purposes; (iii) pursuant to the Management Agreement; or (iv) pursuant to the making of the Proceeds Loan to Parent or receipt of payments of the Proceeds Loan. b. No Borrower shall create any Subsidiary unless (i) such Subsidiary becomes a borrower party to this Agreement and the Loan Documents pursuant to documents in form and substance satisfactory to Lender, including the granting by such Subsidiary of security interests in all of its assets, subject to no Lien other than Permitted Liens, (ii) the Capital Stock of such Subsidiary is pledged to Lender and (iii) copies of such Subsidiary’s Organizational Documents are delivered to Lender together with such other proof as to the incumbency of officers and corporate actions as Lender may reasonably require.

Transactions With Affiliates or Subsidiaries. a. No (a) Except pursuant to the Management Agreements, as otherwise set forth on Schedule “7.4(a)” attached hereto and made part hereof, or in connection with the making of a Permitted Investment or a Permitted Distribution, Borrower shall not, and shall not permit any Subsidiary Guarantor to, enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower and the transaction is in the ordinary course of and pursuant substantially related to the reasonable requirements of such Loan PartyBorrower’s business and upon terms substantially the same and no less favorable to such Loan Party Borrower as it would obtain in a comparable arm’s length transactions with any Person not an Affiliate or a Subsidiary, and so long as such transaction is not prohibited hereunder; or (ii) such transaction is intended for incidental administrative purposes; (iii) pursuant to the Management Agreement; or (iv) pursuant to the making of the Proceeds Loan to Parent or receipt of payments of the Proceeds Loan. b. No (b) Borrower shall create not, and shall not permit any Subsidiary unless Guarantor to, create or acquire any Subsidiary unless, (i) such Subsidiary becomes a borrower party to this the Surety and Guaranty Agreement and the Loan Documents pursuant to documents in form and substance satisfactory to LenderAgent, including the granting by such Subsidiary of security interests in all of its assets, subject to no Lien other than Permitted Liens, and (ii) the Capital Stock of such Subsidiary is pledged to Lender and (iii) copies Agent, for the ratable benefit of such Secured Parties; provided, that for purposes of this Section 7.4(b), the term “Subsidiary’s Organizational Documents are delivered to Lender together with such other proof as to ” shall not include any Non-Consolidation Entities or the incumbency of officers and corporate actions as Lender may reasonably requireentities set forth on Schedule “6.22(b)” attached hereto.

Transactions With Affiliates or Subsidiaries. a. No Borrower shall not enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower and the transaction is in the ordinary course of and pursuant to the reasonable requirements of such Loan Party’s Borrower's business and (A) consistent with past practice between Borrower and such Subsidiary or Affiliate, or (B) upon terms substantially the same and no less favorable to such Loan Party Borrower as it would obtain in a comparable arm’s 's length transactions with any Person not an Affiliate or a Subsidiary, and so long as such transaction is not prohibited hereunder; or (ii) such transaction is intended for incidental administrative purposes; (iii) pursuant to the Management Agreement; or (iv) pursuant to the making of the Proceeds Loan to Parent or receipt of payments of the Proceeds Loan. b. No Borrower shall not create or acquire any Consolidated Subsidiary unless (i) such Subsidiary becomes a borrower party to upon creation or acquisition Borrower remains in compliance with the covenants and conditions contained in this Agreement and, if such Consolidated Subsidiary is a Domestic Subsidiary, such Domestic Subsidiary shall enter into a Surety Agreement and a Security Agreement in the Loan Documents pursuant forms entered into by Surety wherein such Domestic Subsidiary grants to documents in form and substance satisfactory to Lender, including the granting by such Subsidiary of Lender a security interests interest in all of its assets, subject to no Lien other than Permitted Liens, (ii) such Domestic Subsidiary's Accounts and Inventory and the Capital Stock of such Subsidiary is pledged to Lender and (iii) copies of such Subsidiary’s Organizational Documents are delivered to Lender together with such other proof as to the incumbency of officers and corporate actions as Lender may reasonably requireProceeds thereof.

Transactions With Affiliates or Subsidiaries. a. No Borrower shall enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i) the transaction is in the ordinary course of and pursuant to the reasonable requirements of such Loan Party’s business and upon terms substantially the same and no less favorable to such Loan Party as it would obtain in a comparable arm’s length transactions with any Person not an Affiliate or a Subsidiary, and so long as such transaction is not prohibited hereunder; (ii) such transaction is intended for incidental administrative purposes; or (iii) pursuant to the Management Agreement; or (iv) pursuant to the making of the Proceeds Loan to Parent or receipt of payments of the Proceeds Loan. b. No Borrower shall create any Subsidiary unless (i) such Subsidiary becomes a borrower party to this Agreement and the Loan Documents pursuant to documents in form and substance satisfactory to Lender, including the granting by such Subsidiary of security interests in all of its assets, subject to no Lien other than Permitted Liens, (ii) the Capital Stock of such Subsidiary is pledged to Lender and (iii) copies of such Subsidiary’s Organizational Documents are delivered to Lender together with such other proof as to the incumbency of officers and corporate actions as Lender may reasonably require.