Common use of Transactions with Shareholders and Affiliates Clause in Contracts

Transactions with Shareholders and Affiliates. Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower or with any Affiliate of Borrower or of any such holder, on terms that are less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction -------- shall not apply to (i) any transaction between Borrower Company and any of its wholly-wholly- owned Subsidiaries or between any of its wholly-owned Subsidiaries and Subsidiaries, or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any -------- transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (ia) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-wholly owned Subsidiaries and or (iib) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower shall notNo Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that provided, the foregoing restriction shall not apply to (ia) any transaction between Borrower Company and any of its whollyWholly-owned Owned Subsidiaries or between any of its whollyWholly-owned Subsidiaries and Owned Subsidiaries, (iib) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries, (c) transactions effected as part of a Permitted Securitization Transaction, or (d) officer and other employee of Company and its Subsidiaries compensation arrangements entered into in the ordinary course of business.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided PROVIDED that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall -------- not apply to (i) any transaction between Borrower Company and any of its wholly-owned Restricted Subsidiaries or between any of its wholly-owned Restricted Subsidiaries and otherwise permitted hereunder or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Restricted Subsidiaries.. 7.13

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Wholly Owned Subsidiaries or between any of its wholly-owned Wholly Owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Wholly Owned Subsidiaries or between any of its wholly-owned Wholly Owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its SubsidiariesSubsidiaries or (iii) transactions with Receivables Entities pursuant to a Permitted Receivables Transaction.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided PROVIDED that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-wholly owned Subsidiaries or between any of its wholly-wholly owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Restricted Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing -------- restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Restricted Subsidiaries or between any of its wholly-owned Restricted Subsidiaries and otherwise permitted hereunder or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Restricted Subsidiaries.

Transactions with Shareholders and Affiliates. Each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case 120 may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not -------- apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and Subsidiaries, or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-wholly- owned Subsidiaries or between any of its wholly-owned Subsidiaries and Subsidiaries, or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any an Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its SubsidiariesSubsidiaries or (iii) subject to the terms of the Subordination Agreement, any transaction under or contemplated by the documents, instruments or agreements governing or evidencing the Subordinated Indebtedness.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and Subsidiaries, or (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Wholly Owned Subsidiaries or between any of its wholly-owned Subsidiaries and Wholly Owned Subsidiaries, (ii) reasonable and customary fees paid to members of the Governing Bodies boards of Borrower directors of Company and its Subsidiaries, (iii) fees, expenses and other amounts payable to the MDC Entities on the Closing Date, and (iv) the Management Fees.

Transactions with Shareholders and Affiliates. Company and each Borrower shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Company, such Borrower or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and (ii) reasonable and customary fees paid to members of the Governing Bodies of Borrower Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower The Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower the Company or with any Affiliate of Borrower the Company or of any such holder, on terms that are less favorable to Borrower the Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower the Company and any wholly owned Subsidiary of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries the Company, and (ii) reasonable and customary fees paid to members of the Governing Bodies boards of Borrower directors of the Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower shall Company will not, nor shall it and will not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities securities of Borrower Company or with any Affiliate of Borrower Company or any Affiliate of any such holder, as the case may be, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that which might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (ia) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and (iib) reasonable and customary fees paid to members of the Governing Bodies board of Borrower directors of Company and its Subsidiaries.

Transactions with Shareholders and Affiliates. Borrower Company shall not, nor and shall it not permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of equity Securities of Borrower Company or with any Affiliate of Borrower Company or of any such holder, on terms that are less favorable to Borrower Company or such that Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not such a holder or Affiliate; provided that the foregoing restriction shall not apply to (i) any transaction between Borrower Company and any of its wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries and or (ii) reasonable and customary fees paid to members of the Governing Bodies Boards of Borrower Directors of Company and its Subsidiaries.