Common use of Transactions With Affiliates or Subsidiaries Clause in Contracts

Transactions With Affiliates or Subsidiaries. Borrower shall not enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, orthe provision of administrative or other similar services to or by Borrower in the ordinary course of business, the loaning or giving of funds to any Affiliate or any Subsidiary, 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 (B) 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 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 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) 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 Lender pursuant

Transactions With Affiliates or Subsidiaries. (a) No Borrower shall not enter into any transaction with any Affiliate (other than another Borrower or any other Subsidiary or other Affiliate, including, without limitation, of ADK) including the purchase, sale, lease or exchange of Property, orthe provision of administrative or other similar services to or by Borrower in the ordinary course of businessloaning, the loaning capitalization or giving of funds to any such Affiliate or any Subsidiary, or the borrowing or receipt of funds from any Affiliate or Subsidiary, in each case unless: 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 such Borrower, and (B) 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 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, and pursuant to the reasonable requirements of such Borrower’s business and upon terms substantially the same and no less favorable to such Borrower as it would obtain in a comparable arm’s length transactions with any Person not an Affiliate or a SubsidiaryAffiliate, and so long as (C) such transaction is not prohibited hereunder; , or (ii) the transaction involves the payment of Management Fees to Manager or any other Affiliate of ADK in compliance with the terms and conditions of the Subordination Agreement applicable thereto. (b) Except with the prior written consent of Lender, no Borrower shall create or acquire any Subsidiary or own any Capital Stock in any Person. In the event that Lender permits the foregoing, Lender may, in its sole discretion, require that such transaction is intended Person becomes a Borrower hereunder. (c) No Borrower shall enter into any Management Agreement with an Affiliate that provides for incidental administrative purposes; or (iii) it is a dividend. or other Restricted Payment permitted by this Agreement; provided, that with respect to each the payment of Management Fees unless such transaction, any Management Agreement and all Inter-Company Obligations Management Fees are at all times fully subordinated reasonably acceptable to Lender pursuantand the parties to such Management Agreement shall have entered into a Subordination Agreement that is in form and substance acceptable to Lender.

Transactions With Affiliates or Subsidiaries. Borrower shall not enter into any transaction with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, orthe the provision of administrative or other similar services to or by Borrower in the ordinary course of business, the loaning or giving of funds to any Affiliate or any Subsidiary, 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 (B) 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 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 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) it is a dividend. 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 Lender pursuantAdministrative Agent and the Lenders pursuant to Subordination Documents. Borrower has previously provided to Administrative Agent and the Lenders a true, complete and correct schedule of all transactions between or among Borrower and any Subsidiary or other Affiliate of Borrower existing on the date of the First Amendment to Loan Documents dated as of June 18, 2015 between Borrower and Capital One.

Transactions With Affiliates or Subsidiaries. (a) No Borrower shall not enter into any transaction with any Subsidiary or other Affiliate, Affiliate including, without limitation, the purchase, sale, or exchange of Property, orthe provision of administrative or other similar services to or by Borrower in the ordinary course of business, the loaning or giving of funds to any Affiliate or any Subsidiary, or the borrowing or receipt of funds from any Affiliate or Subsidiary, in each case unless: Subsidiary 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 BorrowerBorrowers, is a Borrower hereunder and (B) 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 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, and pursuant to the reasonable requirements of such Borrower’s 's business and upon terms substantially the same and no less favorable to such Borrower as it would obtain in a comparable arm’s 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; . (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 such Borrower. Control may be by ownership, contract, or otherwise.) (iiib) it is No Borrower shall create or acquire any Subsidiary unless such Subsidiary engages in a dividend. or business substantially related to the business of Borrowers as conducted immediately prior to the Closing Date and joins into this Agreement (under agreements acceptable to Agent) as a Borrower hereunder and into each of the other Restricted Payment permitted by this Agreement; providedLoan Documents, that with respect to in each such transactioncase, any and all Inter-Company Obligations are at all times fully subordinated to Lender pursuantas if an original signatory thereto.