Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances # in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, # in regard to transactions with unaffiliated third parties, made in the ordinary course of business or # in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

Affiliate Transactions. The Company shall not itself, nor shall it cause, permit or allow any of its Subsidiaries to enter into any material transaction, including, the purchase, sale or exchange of property or the rendering of any service, with any Affiliate of the Company except upon terms consistent with applicable laws and regulations and reasonably found by the appropriate board(s) of directors to be fair and reasonable and no less favorable to the Company or such Affiliate than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate.

Affiliate Transactions. Except as set forth in [Schedule 4.10], no Insider is a party to any Contract or transaction with any Target Entity or has any interest in the Acquired Assets or any property, real, personal or mixed, tangible or intangible, of Target Entities or owns, or licenses (whether or not to any Target Entity), any assets or properties (tangible or intangible) used in the Business or by any Target Entity or provides any service to the Business or to any Target Entity.

Affiliate Transactions Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # payment of reasonable compensation to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; # transactions solely among Borrowers; # transactions with Affiliates that were consummated prior to the Closing Date, as shown on [Schedule 10.2.17]; and # transactions with Affiliates in the Ordinary Course of Business, upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate. In addition, if any such transaction or series of related transactions involves payments in excess of $25,000,000 in the aggregate, the terms of these transactions if not previously disclosed in [Schedule 10.2.17] must be disclosed in advance to Agent. No Borrower or any of its Domestic Subsidiaries shall enter into any lending or borrowing transaction with any employees of any such Person, except loans to their respective employees on an arm’s-length basis in the ordinary course of business consistent with past practices for travel expenses, relocation costs and similar purposes and stock option financing up to a maximum of $1,000,000 in the aggregate at any one time outstanding.

Affiliate Transactions. Except as disclosed in Section 3.19 of the ​ Disclosure Schedule, no officer, director, employee, equity holder, or Affiliate of ​ is or was a party to any Contract or transaction or loan to, from or with ​ or has any interest in any property, real or personal or mixed, tangible or intangible, of ​. For purposes of this Agreement, “Affiliate” means, with respect to any person, any person that, directly or indirectly, controls, is controlled by, or is under common control with, such person in question. For the purposes of this definition, “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities or by contract or otherwise.

Affiliate Transactions. The Permal Contributor shall have received evidence reasonably satisfactory to the Permal Contributor of the termination of each EnTrust Affiliate Contract and arrangements set forth on Section 6.2(b) of the EnTrust Disclosure Schedule.

Affiliate Transactions. Except with respect to the Leased Real Property, neither Seller nor any Affiliate of Seller owns any material property or material assets used by the Company or is a party to any Material Contract with the Company, other than salaries, expense reimbursement and benefits in respect of employment or services provided in the Ordinary Course of Business.

(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.

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)].

Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Revolving Lender agrees (severally, not jointly or jointly and severally) to make revolving loans to Borrowers which in the aggregate at any one time outstanding are not to exceed the lesser of:

The Revolving A Facility Usage shall not exceed at any time the lesser of # the Maximum Revolving A Advance Amount, and # the Formula Amount. The amount of outstanding Revolving B Advances shall not exceed at any time the sum of # the Maximum Revolving B Advance Amount plus # any Revolving B PIK Interest accrued or paid-in-kind in accordance with this Agreement.

Maximum Advances. In the case of any type of Advance requested to be made, after giving effect thereto, the aggregate amount of such type of Advance shall not exceed the maximum amount of such type of Advance permitted under this Agreement;

Protective Advances. Lender may, but has no obligation to, make such Protective Advances as Lender may deem reasonably necessary or prudent following an Event of Default. “Protective Advances” shall mean all sums paid by the Lender and/or trustees under the Deed of Trust (or any of the other Loan Documents) to protect and/or preserve: # the priority, validity and/or enforceability of any of the liens granted to secure the Loan (the “Liens”) and the instruments evidencing or securing such Liens, and/or # the value of, or the security of, any of the collateral (the “Collateral”) securing the Loan, such advances to include, without limitation, advances with respect to taxes, assessments, water charges, mechanic’s liens, ground rents, insurance premiums, other reasonably required payments, liens or matters (including, but not limited to, environmental hazards), pertaining to, relating to, or affecting the Collateral or the value thereof. All such Protective Advances made by Lender shall be deemed added to the outstanding principal balance of the Loan and shall bear interest at the Default Rate until repaid.

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.