Affiliate Transactions. Enter into or be party to any transaction with an Affiliate, except # transactions expressly permitted by the Loan Documents; # employment, severance, and other similar compensation arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective directors, officers, and employees in the Ordinary Course of Business; # payment of customary fees and reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrowers and their Subsidiaries in the Ordinary Course of Business to the extent attributable to the ownership or operation of the Borrowers and their Subsidiaries; # transactions solely among Obligors and their Subsidiaries to the extent not otherwise prohibited under this Agreement; # transactions with Affiliates 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 and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, enter into or carry out any transaction with an Affiliate (other than a Loan Party or a wholly-owned Subsidiary of a Loan Party to the extent not otherwise prohibited by this Agreement) (including purchasing property or services from or selling property or services to any Affiliate of any Loan Party or other Person) unless such transaction is not otherwise prohibited by this Agreement, is entered into in the ordinary course of business upon fair and reasonable arm’s-length terms and conditions which are of a type which are or have previously been fully disclosed to the Administrative Agent and is in accordance with all applicable Law.

Except for TGI and its Subsidiaries entering into, and performing their obligations under, the Receivables Purchase Agreement and the other Transaction Documents (as defined in the Receivables Purchase Agreement), the Borrowers shall not, and shall not permit any of their Subsidiaries to, enter into or carry out any transaction with any Affiliate (including purchasing property or services from or selling property or services to any Affiliate of TGI or other Person, but excluding transactions exclusively among Loan Parties) unless such transaction is not otherwise prohibited by the Agreement, is upon fair and reasonable arm’s-length terms and conditions and is in accordance with all applicable Law; provided, neither # the payment of customary directors’ fees, nor # ordinary course transactions with non-Loan Party Subsidiaries,

Affiliate Matters. Effective as of the Adjustment Time, # Sellers and the Company shall cause all Contracts, including all obligations to provide goods, services or other benefits, by any Equityholder or any of his/her/its Affiliates (other than the Company or any of its Subsidiaries), on the one hand, and the Company or any of its Subsidiaries, on the other hand, to be terminated without any party having any continuing Liabilities to the other, except for this Agreement; and # all payables and receivables between the Company or any of its Subsidiaries, on the one hand, and any Equityholder or any of his/her/its Affiliates (other than the Company or any of its Subsidiaries), on the other hand, shall be settled in full or otherwise discharged so that there is no further Liability by any party thereto to any party thereto.

Affiliate Transactions. Enter into, renew, extend or be a party to any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any Affiliate, except:

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 in the ordinary course of business and pursuant to the reasonable requirements of the Company’s or such Affiliate’s business and 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. Borrower shall not purchase, finance the purchase of, acquire or lease property from, or sell, transfer or lease any assets or property to, any Affiliate of Borrower except in the ordinary course of Borrower’s business, under terms and conditions equivalent to or better than the terms and conditions which would apply if disinterested parties were involved and otherwise in accordance with the Loan Documents. Borrower shall provide written notice to Lender of each transaction with Affiliates within 30 days of the limitation of the contracting for such transaction(s).

to the extent that they constitute Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case, in the ordinary course of business; and

transactions between the Lead Borrower and any Person that is an Affiliate solely due to the fact that a director of such Person is also a director of the Lead Borrower or Holdings; provided, however, that such director abstains from voting as a director of the Lead Borrower or Holdings, as the case may be, on any matter involving such other Person; and

ESCROW FUND. Simultaneously with the execution and delivery of this Agreement, Secured Party shall deliver and deposit with Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of $15,000,000 (the “Escrow Funds”) to be held in escrow by Escrow Agent and distributed pursuant to and strictly in accordance with the terms and conditions of this Agreement. Escrow Agent shall promptly deposit, invest and reinvest, as applicable, the Escrow Funds and the proceeds thereof into an account (the “Escrow Account”) as provided in Section 3 herein below. Escrow Agent shall release and disburse Escrow Funds only in accordance with the written instructions as set forth in “[Exhibit A]” hereto delivered by ExOne to the Escrow Agent (each, a “Loan Request”), or as otherwise expressly set forth in this Agreement. Notwithstanding anything in this Agreement to the contrary, Escrow Agent will only release and disburse Escrow Funds which are Collected Funds (as defined below). For purposes of this Agreement, the term “Collected Funds” shall mean all funds received by Escrow Agent which have cleared normal banking channels and are considered to be good funds. ExOne agrees to deliver a copy of each Loan Request to the Secured Party simultaneously with the delivery of such Loan Request to the Escrow Agent. Any payments of principal made pursuant to Article 3 [Payments] of the Credit Agreement shall be made to the Escrow Agent as set forth in [Section 3.1] of the Credit Agreement. Upon receipt of any payments from the Borrower, the Escrow Agent shall deposit such principal amount into the Escrow Account and such amounts shall be deemed to be Escrow Funds. With respect to any such payments received by Escrow Agent after ten