Change in Status of a Subsidiary or Affiliate. Notwithstanding any other provision of the Plan to the contrary and unless otherwise provided in an Award Agreement or otherwise determined by the Administrator, in the event that a Subsidiary or an Affiliate ceases to be a Subsidiary or Affiliate of the Company, the Administrator may, in its sole and absolute discretion: # provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or performing service for such entity or business unit may become immediately exercisable or vested, without regard to any limitation imposed pursuant to this Plan; # provide on a case by case basis that some or all outstanding Awards held by a Participant employed by or performing services for such entity or business unit may remain outstanding, may continue to vest, and/or may remain exercisable for a period not exceeding one (1) year, subject to the terms of the Award Agreement and this Plan; and/or # treat the employment or other services of a Participant performing services for such entity or business unit as terminated, if such Participant is not employed by the Company or any Subsidiary or Affiliate, immediately after such event.

“Non-Debt Fund Affiliate” means each Sponsor and each Affiliate of such Sponsor (other than any Affiliate of such Sponsor that is a Debt Fund Affiliate).

Upon commencement of, and at any time during, any Excess Cash Flow Sweep Period, the Borrowers shall not # use any amounts deposited in the Excess Cash Flow Reserve Account for any purpose other than # for costs, expenses and payments related to or in connection with # Approved Operating Expenses, # Capital Expenditures that are Approved by the Agent, # costs associated with existing Leases or any new Leases at such Property entered into pursuant to the terms of this Agreement, # costs incurred in connection with the purchase of any Interest Rate Cap (or extension or replacement thereof) and # deposits with respect to any Reserve Funds (or shortfalls with respect thereto) and # application toward the reduction of the Outstanding Principal Balance or # make any Permitted Distributions or other distributions to, or otherwise pay any dividends or make any payments to, any Borrower Related Person, any Restricted Party, any Guarantor or any Affiliate of any of the foregoing (except pursuant to a contract expressly permitted by the terms of [Section 5.2.11(c)]).

"Qualified Blackrock Affiliate" means any Affiliate (which shall include without limitation the investment manager of the Servicer, any affiliate of such investment manager and

The parties agree that all Affiliate Receivables (as defined below) shall be on arm’s-length terms. For purposes hereof, “Affiliate Receivables” means any advance, loan, extension of credit, or other financing to Ford or any affiliate of Ford other than a Credit Affiliate (as defined below) whose assets and liabilities are consolidated with Ford’s on Ford’s consolidated balance sheet (“Automotive Affiliate”). Ford Credit shall enforce, and cause any affiliate of Ford Credit whose assets and liabilities are consolidated with Ford Credit’s on Ford Credit’s consolidated balance sheet (“Credit Affiliate”) to enforce, all Affiliate Receivables in a commercially reasonable manner, and Ford shall pay, shall cause its Automotive Affiliates to pay, and shall guarantee its Automotive Affiliates’ payment of, Affiliate Receivables in accordance with their terms.

“Purchaser Affiliate” shall mean any Affiliate of the Purchaser.

to an Affiliate provided the Affiliate is bound to the provisions of this Article 10 and the Party disclosing is responsible for the violation of an Affiliate;

Transfers. A Separation from Service has not occurred upon your transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to another Affiliate.

Any employee of the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of this Plan), a member of the Board or the Board of Directors of an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) (whether or not such board member is an employee) and any other person or entity that provides services to the Company or an Affiliate (including an entity that becomes an Affiliate after the adoption of the Plan) is eligible to participate in this Plan if the Committee, in its sole discretion, determines that such person or entity has contributed significantly or can be expected to contribute significantly to the success of the Company or any Affiliate or if it is otherwise in the best interest of the Company or any Affiliate for such person or entity to participate in this Plan.

“Affiliate” means any affiliate that is an “employing company” within the meaning of [Section 102(a)] of the ITO.