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The Administrator's dealings with subcontractors or agents are <br />subject to the terms of Section 3. Without limiting the provisions <br />of Section 3, the Administrator shall not enter into any contract, <br />arrangement or other transaction on behalf of the Client or in <br />connection with its duties hereunder with an "affiliate" of the <br />Administrator or a "related party" without prior disclosure of all <br />relevant facts of such contract or other transaction to the Client <br />and the prior written approval by the Client of the same. For <br />purposes of the foregoing sentence, the term "affiliate" shall mean <br />an entity controlled by, under common control with or controlling <br />the Administrator and a "related party" shall be any person or <br />entity who shall be an officer, director, principal stockholder or <br />the equity holder or participant of the Administrator or any <br />affiliate, or any member of such person's "immediate family". <br />"Immediate family" shall mean such person's spouse, children or <br />their spouses or children, parents, siblings or their spouses or <br />their children. Additionally, the Administrator shall not engage <br />in any transaction on behalf of the Client or in connection with <br />its duties hereunder in which the Administrator or any affiliate, <br />or any related party thereof, shall have any direct or indirect <br />financial interest or shall otherwise receive any direct or indirect <br />benefit, without the prior full disclosure of all relevant facts <br />regarding such transaction to the Client and the approval of the <br />10 <br />