loans, advances and other transactions to the extent permitted by the terms of this Agreement, including without limitation any Restricted Payment permitted by Section 6.14 and transactions permitted by Sections 6.03, 6.04 and 6.08;

(i) Dividends permitted by ‎[Section 6.07] and # the Transactions, including the payment of Transaction Costs; # Investments permitted under ‎[Section 6.04], including loans and advances, permitted by ‎[Section 6.04(d)] and ‎(e) and any Indebtedness permitted by ‎[Section 6.01(l)], to the extent such transactions are on terms and conditions at least as favorable to such Company as would reasonably be obtained by such Company at that time in a comparable arm’s-length transaction with a person other than an Affiliate;

Affiliate Work Orders. An Affiliate of a Party may enter into a Work Order instead of the Party. If a Work Order is entered into by an Affiliate, then references to the Party in this agreement will be deemed to be references to the Affiliate with the necessary modifications. The Party shall remain liable for the performance of the Affiliate to the same extent as if the performance was that of the Party. ​.

Affiliate Escrow Agents. [[Organization B:Organization]] represents and warrants to [[Organization C:Organization]] that any and all title companies and other Persons that provide closing services in connection with residential mortgage loan transactions which are directly or indirectly owned or controlled by [[Organization B:Organization]] or under common ownership or control with [[Organization B:Organization]] (each an “Affiliate Escrow Agent”) as of the date hereof are identified on Exhibit H. [[Organization B:Organization]] represents and warrants that, prior to the Effective Date, [[Organization B:Organization]] has delivered to [[Organization C:Organization]] true, correct and complete copies of the financial statements for each Affiliate Escrow Agent. [[Organization B:Organization]] covenants and agrees to promptly notify [[Organization C:Organization]] in writing regarding any new Affiliate Escrow Agents arising after the Effective Date.

Affiliate-Based Responsibilities. During any period in which Primary is an Affiliate of Legacy, Primary shall comply with the Existing Ag Agreement, including but not limited to all provisions thereof applicable to Affiliates of Legacy. Each Party shall be responsible for its Affiliates’ compliance with this Agreement, and for any breach of this Agreement by any of its Affiliates. Any act or omission of a Party’s Affiliate concerning this Agreement shall be deemed the act or omission of such Party, and such Party shall be liable for such act or omission as if such act or omission was that of such Party.

Any contrary provision of this Agreement or any other Loan Document notwithstanding, at any time # after the occurrence and during the continuance of a Default or an Event of Default, or # that any of the other applicable conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrower and the Lenders, from time to time, in Agent's sole discretion, to make Revolving Loans to, or for the benefit of, Borrower, on behalf of the Revolving Lenders, that Agent, in its Permitted Discretion, deems necessary or desirable # to preserve or protect the Collateral, or any portion thereof, or # to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described in this [Section 2.3(d)(i)] shall be referred to as "Protective Advances"). Notwithstanding the foregoing, the aggregate amount of all Protective Advances outstanding at any one time shall not exceed $5,000,000 without the consent of Required Lenders.

Ratable Advances. Each Ratable Advance hereunder shall consist of Loans made to a Borrower from the several [[Organization B:Organization]] ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The aggregate outstanding amount of Competitive Bid Advances shall reduce each Lender’s Commitment ratably in the proportion such Lender’s Commitment bears to the Aggregate Commitment regardless of which Lender or [[Organization B:Organization]] make such Competitive Bid Advances.

Protective Advances. Subject to the limitations set forth below (and notwithstanding anything to the contrary in Section 4.2), the [[Administrative Agent:Organization]] is authorized by the ​ and the Lenders, from time to time in the [[Administrative Agent:Organization]]’s sole discretion (but shall have absolutely no obligation), to make Revolving Loans (which may be a Swing Loan) to the ​, on behalf of all Revolving Credit Lenders at any time that any condition precedent set forth in Section 4.2 has not been satisfied or waived, which the [[Administrative Agent:Organization]], in its Permitted Discretion, deems necessary or desirable for the purposes specified in the definition of “Protective Advances”. Any Protective Advance may be made in a principal amount that would cause the aggregate Revolving Credit Exposure to exceed the Borrowing Base; provided that the aggregate amount of outstanding Protective Advances plus the aggregate of all other Revolving Credit Exposure shall not exceed the Aggregate Commitments; provided further that the foregoing shall not result in any claim or liability against the [[Administrative Agent:Organization]] (regardless of the amount of any Overadvance) for Unintentional Overadvances, and such Unintentional Overadvances shall not reduce the amount of Protective Advances allowed hereunder. Protective Advances may be made even if the conditions precedent set forth in Section 4.2 have not been satisfied or waived. Each Protective Advance shall be secured by the Liens in favor of the Collateral Agent in and to the Collateral and shall constitute Obligations hereunder. The [[Administrative Agent:Organization]]’s authorization to make Protective Advances may be revoked at any time by the Requisite Revolving Credit Lenders. Any such revocation must be in writing and shall become effective prospectively upon the [[Administrative Agent:Organization]]’s receipt thereof. The making of a Protective Advance on any one occasion shall not obligate the [[Administrative Agent:Organization]] to make any Protective Advance on any other occasion. At any time that the conditions precedent set forth in Section 4.2 have been satisfied or waived, the [[Administrative Agent:Organization]] may request the Revolving Credit Lenders to make a Revolving Loan to repay a Protective Advance. At any other time, the [[Administrative Agent:Organization]] may require the Revolving Credit Lenders to fund their risk participations described in [Section 2.1(c)].

Expense Advances. If so requested by Indemnitee, the Company shall advance (within ten business days of such request) any and all Expenses to Indemnitee (an "Expense Advance"); provided that, if and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid. If Indemnitee has commenced or commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, as provided in Section 4, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding ai1d Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or have lapsed). Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

Loans. A Participant shall not be eligible to obtain a loan from the Plan.