Common use of Transactions with Stockholders and Affiliates Clause in Contracts

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign Subsidiaries, (b) any transaction or series of transactions between the Borrower and any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to any Loan Party, (c) customary fees paid to members of the Board of Directors of the Borrower or SSCC or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower or any Subsidiary, (e) management and financial services provided by SSCC, the Borrower or any Subsidiary to any other Subsidiary or any other entity in which SSCC, the Borrower or such Subsidiary has Investments to the extent that such services are provided by SSCC, the Borrower or such Subsidiary in the ordinary course of its business and senior management of such Person has determined that the providing of such services is in the best interests of such Person and (f) the transactions effected on the Funding Date in connection with the effectiveness of, and pursuant to the terms of, the Plan of Reorganization.

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign SubsidiariesSubsidiaries of Holdings (other than Canadian Subsidiaries of Holdings) or any transaction between or among Canadian Subsidiaries (other than Loan Parties), (b) any transaction or series of transactions between the Borrower Holdings and any Subsidiary of Holdings or between the Subsidiaries of Holdings on a basis that is not systematically disadvantageous to any Loan Party, (c) customary fees paid to members of the Board of Directors of the Borrower or SSCC Holdings or any of the its Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower Holdings or any SubsidiarySubsidiary of Holdings, (e) management and financial services provided by SSCC, the Borrower Holdings or any Subsidiary of Holdings to any other Subsidiary of Holdings or any other entity in which SSCC, the Borrower Holdings or such Subsidiary has Investments to the extent that such services are provided by SSCC, the Borrower Holdings or such Subsidiary in the ordinary course of its business and senior management of such Person has determined that the providing of such services is in the best interests of such Person and (f) the transactions effected on the Funding Date in connection with the effectiveness of, and pursuant to the terms of, the Plan of Reorganization.

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign SubsidiariesSubsidiaries that are not Loan Parties, (b) any transaction or series of transactions between the Borrower and or among Stone and/or any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to Stone or any other Loan Party, (c) customary fees paid to members of the Board Boards of Directors of the Borrower or SSCC Borrowers or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower Borrowers or any Subsidiary, (e) management and financial services provided by SSCC, a Borrower to the Borrower or any Subsidiary to any Subsidiaries and other Subsidiary or any other entity entities in which SSCC, the such Borrower or such Subsidiary has Investments to the extent that such services are provided by SSCC, the such Borrower or such Subsidiary in the ordinary course of its business and senior management of such Person Borrower has determined that the providing of such services is in the best interests of such Person and Borrower, (f) the transactions effected on contemplated by the Funding Date in connection with Receivables Program Documents, (g) the effectiveness of, Acquisition and pursuant to any other transactions contemplated by the terms ofPre-Merger Agreement, the Plan of ReorganizationSLP Acquisition Documents or the Reorganization Agreement and (h) the MBI Transaction.

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the -------- foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign SubsidiariesSubsidiaries that are not Loan Parties, (b) any transaction or series of transactions between the Borrower and or among Stone and/or any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to Stone or any other Loan Party, (c) customary fees paid to members of the Board Boards of Directors of the Borrower or SSCC Borrowers or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower Borrowers or any Subsidiary, (e) management and financial services provided by SSCC, a Borrower to the Borrower or any Subsidiary to any Subsidiaries and other Subsidiary or any other entity entities in which SSCC, the such Borrower or such Subsidiary has Investments to the extent that such services are provided by SSCC, the such Borrower or such Subsidiary in the ordinary course of its business and senior management of such Person Borrower has determined that the providing of such services is in the best interests of such Person and Borrower, (f) the transactions effected on contemplated by the Funding Date in connection with Receivables Program Documents, (g) the effectiveness of, Acquisition and pursuant to any other transactions contemplated by the terms ofPre-Merger Agreement, the Plan of ReorganizationSLP Acquisition Documents or the Reorganization Agreement and (h) the MBI Transaction.

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 10% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign Subsidiaries (other than Canadian Subsidiaries), (b) any transaction or series of transactions between the Borrower SSCC and any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to any Loan Party, (c) customary fees paid to members of the Board of Directors of the Borrower or SSCC or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower SSCC or any Subsidiary, (e) management and financial services provided by SSCC, the Borrower SSCC or any Subsidiary to any other Subsidiary or any other entity in which SSCC, the Borrower SSCC or such Subsidiary has Investments to the extent that such services are provided by SSCC, the Borrower SSCC or such Subsidiary in the ordinary course of its business and senior management of such Person has determined that the providing of such services is in the best interests of such Person and (f) the transactions effected on contemplated by the Funding Date in connection with the effectiveness of, and pursuant to the terms of, the Plan of Reorganization.Receivables Program Documents. 118

Transactions with Stockholders and Affiliates. Except to the extent specifically permitted by the terms of this Agreement, directly or indirectly enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 105% or more of any class of equity securities of such Person or with any Affiliate of such Person or of any such holder, on terms that are less favorable to such Person than those that could be obtained at the time from Persons that are not such a holder or Affiliate, provided that the -------- foregoing restriction shall not apply to (a) any transaction between or among the Loan Parties or any transaction between or among Foreign Subsidiaries, (b) any transaction or series of transactions between or among the Borrower and and/or any Subsidiary or between the Subsidiaries on a basis that is not systematically disadvantageous to the Borrower or any other Loan Party, (c) customary fees paid to members of the Board of Directors of the Borrower or SSCC or any of the Subsidiaries, (d) customary compensation (including salaries and bonuses) paid to officers and employees of SSCC, the Borrower or any Subsidiary, (e) management and financial services provided by SSCC, the Borrower or any Subsidiary to any the Subsidiaries and other Subsidiary or any other entity entities in which SSCC, the Borrower or such Subsidiary has Investments to the extent that such services are provided by SSCC, the Borrower or such Subsidiary in the ordinary course of its business and senior management of such Person the Borrower has determined that the providing of such services is in the best interests of such Person and the Borrower, (f) the transactions effected on contemplated by the Funding Date in connection with Receivables Program Documents, (g) the effectiveness of, SLP Acquisition and pursuant to any other transactions contemplated by the terms of, SLP Acquisition Documents and (h) the Plan of ReorganizationMBI Transaction.