Common use of Transactions With Affiliates or Subsidiaries Clause in Contracts

Transactions With Affiliates or Subsidiaries. (a) Borrower shall not enter into any transaction with any Subsidiary or other Affiliate including the purchase, sale, lease or exchange of Property, or the loaning, capitalization or giving of funds to any such Affiliate or any Subsidiary, unless (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower, (ii) the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon terms substantially the same and no less favorable to Borrower as it would obtain in a comparable arm’s-length transaction with any Person not an Affiliate or a Subsidiary, and (iii) such transaction is not prohibited hereunder, provided that this Section 7.04(a) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrower, (b) payment of director’s fees plus reasonable expenses of the directors, (c) reimbursement of employee travel, lodging and other costs incurred in the ordinary course of business, and (d) employment agreements and equity incentive agreements. (b) Except with the prior written consent of Lender, Borrower shall not create or acquire any Subsidiary or own any Equity Interests in any Person. Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion such Subsidiary shall execute and deliver to Lender: (i) an amendment to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicable, and other documents reasonably required by Lender, all in form and substance reasonably satisfactory to Lender, pursuant to which such Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunder.

Transactions With Affiliates or Subsidiaries. (a) No Borrower shall not (or cause or permit any Subsidiary to) enter into any transaction with any Affiliate or Subsidiary or other Affiliate including including, without limitation, the purchase, sale, lease or exchange of Property, or the loaning, capitalization loaning or giving of funds to any such Affiliate or any Subsidiary, unless (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrowersuch Borrower or Subsidiary, (ii) and the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s such Borrower or Subsidiary and such other entity's business and upon terms substantially the same and no less favorable to such Borrower or Subsidiary as it would obtain in a comparable arm’sarm's-length transaction transactions with any Person not an Affiliate or a Subsidiary, and (iiiii) such transaction is not otherwise prohibited hereunder. (An "Affiliate" means any entity which directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with any Borrower. Control may be by ownership, provided that this Section 7.04(a) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrowercontract, (b) payment of director’s fees plus reasonable expenses of the directors, (c) reimbursement of employee travel, lodging and other costs incurred in the ordinary course of business, and (d) employment agreements and equity incentive agreementsor otherwise.) (b) Except with the prior written consent of Lender, No Borrower shall not create or acquire any Subsidiary except in connection with a Permitted Qualified Acquisition. (c) No Borrower shall (or own cause or permit any Equity Interests in Subsidiary to) make a Capital Advance to any Person. Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion such Foreign Subsidiary shall execute and deliver to Lender: unless (i) an amendment a Borrower or Subsidiary has executed and delivered to this Agent and otherwise performed a Foreign Stock Pledge Agreement adding with respect to the stock of such Foreign Subsidiary as Borrowerand Agent has, in form for the benefit of Lenders, a first perfected Lien on such stock and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement the aggregate amount of Capital Advances (or amendment thereto), financing statements, stock or membership certificates, as applicable, other than Excluded Capital Advances) by Borrowers and other documents reasonably required by Lender, Subsidiaries to all in form and substance reasonably satisfactory to Lender, pursuant to which such Foreign Subsidiaries (including the subject Capital Advance) then outstanding does not exceed the Foreign Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunderLimit.

Transactions With Affiliates or Subsidiaries. (a) The Borrower shall not not, nor shall they cause or permit any of the Restricted Subsidiaries to, enter into any transaction of any kind or nature with any Subsidiary or other Affiliate including Affiliate, including, without limitation, the purchase, sale, lease transfer or exchange of Property, or the loaning, capitalization loaning or giving of funds to any such Affiliate or any Subsidiary, unless excepting (ia) such Subsidiary or Affiliate is engaged in a business substantially sales of Property (including the sale of receivables and related accounts to the business conducted by Borrower, (iiBankruptcy Remote Subsidiary) the transaction is in the ordinary course of and/or services and co-licensing or co-marketing arrangements or agreements pursuant to the reasonable requirements of the Borrower’s or any Restricted Subsidiary’s business and upon terms substantially the same and no less favorable to Borrower such party as it would obtain in a comparable arm’s-arm’s length transaction with any Person not an Affiliate or a SubsidiaryAffiliate, and (iii) so long as such transaction is not otherwise prohibited hereunder, provided that this Section 7.04(a) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrower, (b) payment loans and transfers of director’s fees plus reasonable expenses Property by the Borrower to any Restricted Subsidiary and loans and transfers of Property by any Restricted Subsidiary to the directorsBorrower or other Restricted Subsidiary, (c) reimbursement loans by the Borrower or any Restricted Subsidiary to any of employee travelthe Borrower’s Subsidiaries (other than the Borrower or a Restricted Subsidiary) after the date hereof in an aggregate amount as to all such loans under this clause (c) not to exceed $20,000,000 at any time outstanding in the aggregate after the Effective Date, lodging provided, however, that a loan may be made by the Borrower or a Restricted Subsidiary to any of the Borrower’s Subsidiaries (other than the Borrower or a Restricted Subsidiary) which, when aggregated with all then outstanding loans referenced in this clause (c), would exceed $20,000,000 so long as the recipient of such loan unconditionally guarantees and other costs incurred becomes surety for all of the Borrower’s Obligations on terms and conditions and under a written guaranty satisfactory to the Administrative Agent within sixty (60) days of the funding of such loan, (d) the de minimis transfer by the Borrower or a Restricted Subsidiary of its Property to any of the Borrower’s Subsidiaries and (e) transactions expressly permitted pursuant to Sections 6.5, 6.6 and 6.7(k) hereof and payment of compensation in the ordinary course of business, and (d) employment agreements and equity incentive agreementscourse. (b) Except with the prior written consent of Lender, Borrower shall not create or acquire any Subsidiary or own any Equity Interests in any Person. Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion such Subsidiary shall execute and deliver to Lender: (i) an amendment to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicable, and other documents reasonably required by Lender, all in form and substance reasonably satisfactory to Lender, pursuant to which such Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunder.

Transactions With Affiliates or Subsidiaries. (a) The Borrower shall not not, nor shall it cause or permit any of the Guarantors to, enter into any transaction of any kind or nature with any Subsidiary or other Affiliate including Affiliate, including, without limitation, the purchase, sale, lease transfer or exchange of Property, or the loaning, capitalization loaning or giving of funds to any such Affiliate or any Subsidiary, unless excepting (ia) such Subsidiary or Affiliate is engaged in a business substantially sales of Property (including the sale of receivables and related accounts to the business conducted by Borrower, (iiBankruptcy Remote Subsidiary) the transaction is in the ordinary course of and/or services and co-licensing or co-marketing arrangements or agreements pursuant to the reasonable requirements of the Borrower’s 's or the Guarantors' business and upon terms substantially the same and no less favorable to Borrower such party as it would obtain in a comparable arm’s-arm's length transaction with any Person not an Affiliate or a SubsidiaryAffiliate, and (iii) so long as such transaction is not otherwise prohibited hereunder, provided that this Section 7.04(a) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrower, (b) payment loans and transfers of director’s fees plus reasonable expenses Property by the Borrower to the Guarantors and loans and transfers of Property by the directorsGuarantors to the Borrower or to other Guarantors, (c) reimbursement loans by the Borrower or a Guarantor to any of employee travel, lodging and the Subsidiaries (other costs incurred than Guarantors) after the date hereof in an aggregate amount as to all such loans under this clause (c) not to exceed $20,000,000 at any time outstanding in the ordinary course aggregate after the Closing Date, provided, however, that a loan may be made by the Borrower or a Guarantor to any of businessthe Subsidiaries (other than Guarantors) which, when aggregated with all then outstanding loans referenced in this clause (c), would exceed $20,000,000 so long as the recipient of such loan unconditionally guarantees and becomes surety for all of the Borrower's Obligations on terms and conditions and under a written guaranty satisfactory to the Administrative Agent within sixty (60) days of the funding of such loan, (d) employment agreements the de minimis transfer by the Borrower or any of the Guarantors of their Property to any of the Subsidiaries and equity incentive agreements. (be) Except with the prior written consent of Lender, Borrower shall not create or acquire any Subsidiary or own any Equity Interests in any Person. Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion such Subsidiary shall execute and deliver to Lender: (i) an amendment to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicable, and other documents reasonably required by Lender, all in form and substance reasonably satisfactory to Lender, transactions expressly permitted pursuant to which such Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, Sections 6.5 and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunder6.6 hereof.

Transactions With Affiliates or Subsidiaries. (a) Borrower Except for the existing transactions and arrangements described on Schedule 2 hereto, the Borrowers shall not enter into any transaction with any Subsidiary or other Affiliate including of any Borrower (other than another Borrower), including, without limitation, the purchase, sale, lease or exchange of Property, or the loaninglending, capitalization or giving of funds (other than as specifically permitted hereunder) to any such Affiliate or any Subsidiary, unless (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower, (ii) the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s Borrowers' business and upon terms substantially the same and no less favorable to Borrower Borrowers as it they would obtain in a comparable arm’sarm's-length transaction with any Person not an Affiliate or a Subsidiary, and (iiiii) such transaction is not otherwise prohibited hereunder. Notwithstanding the foregoing, to the extent not otherwise prohibited hereunder, provided that this Section 7.04(a(x) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrower, (b) payment of director’s fees plus reasonable expenses of the directors, (c) reimbursement of employee travel, lodging and other costs incurred in the ordinary course of businessProvidence may raise equity capital from Affiliates, and (dy) employment agreements the Borrowers shall be permitted to incur additional Subordinated Debt on terms and equity incentive agreementsconditions reasonably satisfactory to the Lender. (b) Except Subject in any event to the limitations of Section 7.4(a) above, except with the prior written consent of LenderLender (which consent shall not be unreasonably withheld), Borrower Borrowers shall not create or acquire any Subsidiary or own any Equity Interests in any Person. Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion unless such Subsidiary shall execute and deliver engages in a business substantially related to Lender: (i) an amendment the business of Borrowers as conducted immediately prior to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicablethe Closing Date, and other documents reasonably if required by Lender, all in form and substance reasonably satisfactory to Lender, such Subsidiary becomes a Borrower hereunder pursuant to which the terms of a Joinder Agreement in substantially the form of Exhibit 7.4 attached hereto. (c) Notwithstanding anything to the contrary contained herein, no For-Profit Borrower shall make loans or advances to, or transfers of Property to, any Non-Profit Borrower in an amount (for all such Subsidiary loans, advances or transfers at any time outstanding in favor of any Non-Profit Borrower) in excess of 125% of the ENV of the Eligible Accounts of such Non-Profit Borrower included in the Borrowing Base. In calculating the amount of loans, advances and transfers outstanding at any time, there shall secure its obligations under this Agreement be included the total amount of management fees owing by a first priority (subject Non-Profit Borrower to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a goodFor-standing certificate from the state in Profit Borrowers which such Subsidiary is incorporated, organized have been deferred or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunderforgiven.

Transactions With Affiliates or Subsidiaries. (a) Borrower shall not enter into any transaction with any Subsidiary or other Affiliate including Affiliate, including, without limitation, the purchase, sale, lease or exchange of Property, the provision of administrative or other similar services to or by Borrower in the loaningordinary course of business, capitalization the loaning or giving of funds to any such Affiliate or any Subsidiary, unless or the borrowing or receipt of funds from any Affiliate or Subsidiary, in each case unless: (i) (A) except with regard to loans or advances to Borrower by either the Permitted Capcos or by Parent expressly permitted under the Loan Documents, such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower, and (iiB) except with regard to loans or advances to Borrower by either the Permitted Capcos or by Parent expressly permitted under the Loan Documents, the transaction is in the ordinary course of and Borrower’s business (but nevertheless such loans or advances to Borrower by either the Permitted Capcos or by Parent must be consistent with past practices), and, in each case, pursuant to the reasonable requirements of Borrower’s business and upon terms substantially the same and no less favorable to Borrower as it would obtain in a comparable arm’s-arm’s length transaction transactions with any Person not an Affiliate or a Subsidiary, and (iii) so long as such transaction is not prohibited hereunder; (ii) such transaction is intended for incidental administrative purposes; or (iii) it is a dividend or other Restricted Payment permitted by this Agreement; provided, that with respect to each such transaction, any and all Inter-Company Obligations are at all times fully subordinated to Administrative Agent and the Lenders pursuant to Subordination Documents. Borrower has previously provided that this Section 7.04(a) shall not prohibit any to Administrative Agent and the LendersAttached hereto as Schedule 7.4 is a true, complete and correct schedule of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers all transactions between or among Borrower and directors for services actually rendered to Borrower, (b) payment of director’s fees plus reasonable expenses of the directors, (c) reimbursement of employee travel, lodging and other costs incurred in the ordinary course of business, and (d) employment agreements and equity incentive agreements. (b) Except with the prior written consent of Lender, Borrower shall not create or acquire any Subsidiary or own any Equity Interests in any Person. Lender mayother Affiliate of Borrower existing on the date of the First Amendment to Loan Documents dated as of June 18, in its sole discretion, require that such Person becomes a 2015 between Borrower hereunder. At Lender’s sole discretion such Subsidiary shall execute and deliver to Lender: (i) an amendment to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicable, and other documents reasonably required by Lender, all in form and substance reasonably satisfactory to Lender, pursuant to which such Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunderCapital Onehereof.

Transactions With Affiliates or Subsidiaries. (a) Borrower shall not enter into any transaction with any Subsidiary or other Affiliate including the purchase, sale, lease or exchange of Property, or the loaning, capitalization or giving of funds to any such Affiliate or any Subsidiary, unless (i) such Subsidiary or Affiliate is engaged in a business substantially related to the business conducted by Borrower, (ii) the transaction is in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon terms substantially the same and no less favorable to Borrower as it would obtain in a comparable arm’s-length transaction with any Person not an Affiliate or a Subsidiary, and (iii) such transaction is not prohibited hereunder, provided that this Section 7.04(a) shall not prohibit any of the following so long as in the ordinary course of business: (a) payment of reasonable compensation to officers and directors for services actually rendered to Borrower, (b) payment of director’s fees plus reasonable expenses of the directors, (c) reimbursement of employee travel, lodging and other costs incurred in the ordinary course of business, and (d) employment agreements and equity incentive agreements. (b) Except with the prior written consent of Lender, Borrower shall not create or acquire any Subsidiary or own any Equity Interests in any Person. , Lender may, in its sole discretion, require that such Person becomes a Borrower hereunder. At Lender’s sole discretion such Subsidiary shall execute and deliver to Lender: (i) an amendment to this Agreement adding such Subsidiary as Borrower, in form and substance reasonably acceptable to Lender, (ii) a collateral pledge agreement (or amendment thereto), financing statements, stock or membership certificates, as applicable, and other documents reasonably required by Lender, all in form and substance reasonably satisfactory to Lender, pursuant to which such Subsidiary shall secure its obligations under this Agreement by a first priority (subject to Permitted Liens), perfected security interest in all assets of such Subsidiary, (iii) a good-standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business, (iv) a certificate executed by the Secretary or other officer of such Subsidiary in form and substance acceptable to Lender and (v) a legal opinion covering such Subsidiary and substantially in form and substance as delivered hereunder.