Transactions with Affiliates. Except as permitted by this Agreement, or the other Loan Documents, no Borrower shall sell, transfer, distribute, or pay any money or property to any Affiliate of such Borrower (except for transactions # among Borrowers or among Borrowers and Guarantors, and # in the ordinary course of business upon fair and reasonable terms no less favorable than would be obtained in a comparable arm's-length transaction with a non-Affiliate), or lend or advance money or property to any Affiliate of such Borrower, or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt, or any property, of any Affiliate of such Borrower or become liable on any guaranty of the Debt, dividends, or other obligation of any Affiliate of such Borrower. Notwithstanding the foregoing, # Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, # Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the aggregate, exceed at any one time outstanding ​, # Borrowers may make # a deemed advance or deemed capital contribution to a Special Purpose Subsidiary and may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with any Permitted Facility permitted pursuant to [Section 8.18] hereunder, # Permitted Transfers pursuant to a Permitted Facility, and # transactions permitted by [[Section 8.12(c), (d)])]])] Distributions permitted by [Section 8.12] shall be permitted in accordance with the terms thereof, # the transactions contemplated by [Section 8.18] (including Permitted Transfers) and [Section 8.19] shall be permitted in accordance with the terms thereof, # Regional may issue stock options pursuant to the Management Incentive Plan, and, provided that no Event of Default exists or would immediately result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with [Section 8.12], and # in addition to the foregoing, Regional may invest up to ​ in the aggregate at any time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility), including Subsidiaries that are not Special Purpose Subsidiaries and have been formed but which have not been required to be joined as Borrowers pursuant to [Section 8.8]. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any Affiliate transactions of Borrowers. For the avoidance of doubt, the payment of customary directors fees or employee compensation arrangements shall not be subject to this [Section 8.14].

Section # Transactions with Affiliates. Except as permitted by this Agreement,The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or theotherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other Loan Documents, no Borrower shall sell, transfer, distribute, or paytransactions with, any money or property to any Affiliate of such Borrower (except for transactions # among Borrowersits Affiliates (other than between or among Borrowersthe Borrower and Guarantors,its Restricted Subsidiaries and not involving any other Affiliate except as otherwise permitted hereunder), except # in the ordinary course of business upon fairon terms and reasonable terms noconditions not less favorable to the Borrower or such Restricted Subsidiary than wouldcould be obtained in a comparable arm'on an arm’s-length transaction with a non-Affiliate),basis from unrelated third parties, # payment of customary directors’ fees, reasonable out-of-pocket expense reimbursement, indemnities (including the provision of directors and officers insurance) and compensation arrangements for members of the board of directors, officers or lend or advance money or property to any Affiliateother employees of such Borrower, or invest in (by capital contribution or otherwise), or purchase or repurchase any stock or Debt,the Borrower or any property, of any Affiliate of such Borrower or become liable on any guarantyits Subsidiaries, # transactions approved by a majority of the Debt, dividends, or other obligationdisinterested directors of Borrower’s board of directors, # any Affiliate of such Borrower. Notwithstanding the foregoing, # Borrowers (or any Subsidiary of any Borrower) may make loans and advances to, and sell, transfer, distribute and pay any money and property to, and invest in, and become liable on any guaranty of any Permitted Debt of, Borrowers, # Borrowers may make loans to RMC Reinsurance; provided the unpaid principal balance of such loans do not, in the aggregate, exceed at any one time outstandingtransaction involving amounts less than ​, # Borrowers may make # a deemed advance or deemed capital contribution to a Special Purpose Subsidiary individually and may enter into agreements (e.g. sub-servicing) with other Borrowers in connection with any Permitted Facility permitted pursuant to [Section 8.18] hereunder, # Permitted Transfers pursuant to a Permitted Facility, and # transactions permitted by [[Section 8.12(c), (d)])]])] Distributions permitted by [Section 8.12] shall be permitted in accordance with the terms thereof, # the transactions contemplated by [Section 8.18] (including Permitted Transfers) and [Section 8.19] shall be permitted in accordance with the terms thereof, # Regional may issue stock options pursuant to the Management Incentive Plan, and, provided that no Event of Default exists or would immediately result therefrom, may purchase and repurchase any stock issued pursuant to such Management Incentive Plan in accordance with [Section 8.12], and # in addition to the foregoing, Regional may invest up to ​ in the aggregate ataggregate, and # any time outstanding, in Subsidiaries (including in any Special Purpose Subsidiary prior to its entry into a Permitted Facility), including Subsidiaries that are not Special Purpose Subsidiaries and have been formed but which have not been required to be joined as Borrowers pursuant toRestricted Payment permitted by [Section 8.8]6.04]. Upon Agent’s reasonable request from time to time, Borrowers shall deliver to Agent information describing any Affiliate transactions of Borrowers. For the avoidance of doubt, the payment of customary directors fees or employee compensation arrangements shall not be subject to this [Section 8.14].