Common use of Transaction with Affiliates Clause in Contracts

Transaction with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions shall not apply to (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Date.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or not other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in the ordinary course of business, connection with any holder of 5% joint enterprise or more of the equity securities of the Company or with other joint arrangement with, any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the CompanyAffiliate; provided provided, however, that the foregoing restrictions provisions of this Section shall not apply to prohibit (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iva) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Borrower or any Subsidiary of the Company as determined Borrower from making sales to or purchases from any Affiliate and, in good faith connection therewith, extending credit or making payments, or from making payments for services rendered by the Company's Board of Directors any Affiliate, if such sales or senior management; (vii) loans purchases are made or advances to employees and officers of the Company or any of its Subsidiaries such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to provide for the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors, (y) the payment of reasonable expenses incurred by such persons in and customary regular fees to directors of the performance Borrower or a Subsidiary of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; the Borrower and (viiiz) loans or advances to employees transactions among the Borrower and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Datenot otherwise prohibited hereunder.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or not other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in the ordinary course of business, connection with any holder of 5% joint enterprise or more of the equity securities of the Company or with other joint arrangement with, any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the CompanyAffiliate; provided provided, however, that the foregoing restrictions provisions of this Section shall not apply to prohibit (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iva) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Borrower or any Subsidiary of the Company as determined Borrower from making sales to or purchases from any Affiliate and, in good faith connection therewith, extending credit or making payments, or from making payments for services rendered by the Company's Board of Directors any Affiliate, if such sales or senior management; (vii) loans purchases are made or advances to employees and officers of the Company or any of its Subsidiaries such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to provide for the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors and (y) the payment of reasonable expenses incurred by such persons in the performance of their responsibilities and customary regular fees to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers directors of the Company Borrower or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year a Subsidiary of the Closing Date.Borrower. AES Fourth Amended and Restated Credit Agreement

Transaction with Affiliates. The Company Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or not other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in the ordinary course of business, connection with any holder of 5% joint enterprise or more of the equity securities of the Company or with other joint arrangement with, any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the CompanyAffiliate; provided provided, however, that the foregoing restrictions provisions of this Section shall not apply to prohibit (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iva) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Borrower or any Subsidiary of the Company as determined Borrower from making sales to or purchases from any Affiliate and, in good faith connection therewith, extending credit or making payments, or from making payments for services rendered by the Company's Board of Directors any Affiliate, if such sales or senior management; (vii) loans purchases are made or advances to employees and officers of the Company or any of its Subsidiaries such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to provide for the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors and (y) the payment of reasonable expenses incurred by such persons in the performance of their responsibilities and customary regular fees to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers directors of the Company Borrower or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year a Subsidiary of the Closing DateBorrower.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or not other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in the ordinary course of business, connection with any holder of 5% joint enterprise or more of the equity securities of the Company or with other joint arrangement with, any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the CompanyAffiliate; provided provided, however, that the foregoing restrictions provisions of this Section shall not apply to prohibit (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iva) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Borrower or any Subsidiary of the Company as determined Borrower from making sales to or purchases from any Affiliate and, in good faith connection therewith, extending credit or making payments, or from making payments for services rendered by the Company's Board of Directors any Affiliate, if such sales or senior management; (vii) loans purchases are made or advances to employees and officers of the Company or any of its Subsidiaries such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to provide for the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower's independent directors and (y) the payment of reasonable expenses incurred by such persons in the performance of their responsibilities and customary regular fees to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers directors of the Company Borrower or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year a Subsidiary of the Closing DateBorrower.

Transaction with Affiliates. The Company will notNeither CEI nor the Borrower shall, and will not or shall permit any other member of its Subsidiaries the CEI Group to, enter into directly or indirectly, pay any funds to or for the account of, make any Investment (whether by acquisition of stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction or series of transactions, whether or not in the ordinary course of business, connection with any holder of 5% joint enterprise or more other joint arrangement with, any Affiliate, except for (a) transactions on a basis no less favorable to CEI, the Borrower or such other member of the equity securities of the Company or with any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary CEI Group as would be obtainable by the Company or such Subsidiary at the time obtained in a comparable arm's-arm’s length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or not an Affiliate of the Company; provided that the foregoing restrictions shall not apply to and (ib) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall described on Schedule 7.05. The following items will not be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) be transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii)an Affiliate and, (iii)therefore, (iv) and (v); (iv) the payment of fees will not be subject to the Agents provisions of this Section 7.05: (a) any employment agreement, employee benefit plan, officer and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company director indemnification agreement or any Subsidiary of the Company as determined in good faith similar arrangement entered into by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company CEI or any of its Subsidiaries in the ordinary course of business to provide for business; (b) transactions between or among the Borrower and/or its Subsidiaries; (c) transactions with a Person that is an Affiliate of CEI solely because CEI owns, directly or through a Subsidiary, an Equity Interest in, or controls, such Person; (d) loans, advances, payment of reasonable expenses incurred fees, indemnification of directors, or similar arrangements to or with officers, directors, employees and consultants who are not otherwise Affiliates of CEI; (e) any issuance of Equity Interests of CEI to Affiliates of CEI; (f) Permitted Monetization Transactions; (g) Restricted Payments and Investments that are permitted by such persons in pursuant to the performance terms of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstandingthis Agreement; and (viiih) loans or advances transactions consummated prior to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Datedate hereof.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the date hereof and listed on Schedule I attached hereto, AES will not, and will not permit any Subsidiary of its Subsidiaries AES to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; PROVIDED, HOWEVER, that the foregoing provisions of this Section shall not prohibit (a) AES from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) AES or any Subsidiary of AES from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than business and on terms and conditions at least as favorable to AES or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (c) AES or any Subsidiary of AES from making payments of principal, interest and premium on any Debt of AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to AES or such Subsidiary as the Company terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (d) AES or any Subsidiary as would be obtainable by the Company of AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if AES or such Subsidiary at participates in the time in ordinary course of its business and on a comparable arm's-length transaction with a Person other basis no less advantageous than a holder the basis on which such Affiliate participates. The provisions of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions this Section 5.17 shall not apply to (i) transactions between AES or among any Borrower of its Subsidiaries, on the one hand, and any employee of AES or any of its Subsidiaries (provided Subsidiaries, on the other hand, that for purpose are approved by the Board of this clause (i), Directors of AES or any committee of the definition Board of Subsidiary shall be deemed to require 66 2/3% instead Directors consisting of 50% ownership) AES's independent directors and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of reasonable and customary regular fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case directors of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors AES or employees of the Company or any a Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing DateAES.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the date hereof and listed on Schedule III attached hereto, the Account Party will not, and will not permit any of its Subsidiaries to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; PROVIDED, HOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Account Party from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) the Account Party or any Subsidiary of the Account Party from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than business and on terms and conditions at least as favorable to the Account Party or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate, (c) the Account Party or any Subsidiary of the Account Party from making payments of principal, interest and premium on any Debt of the Account Party or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Company Account Party or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (d) the Account Party or any Subsidiary as would be obtainable by of the Company Account Party from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Account Party or such Subsidiary at participates in the time in ordinary course of its business and on a comparable arm's-length transaction with a Person other basis no less advantageous than a holder the basis on which such Affiliate participates. The provisions of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions this Section 5.17 shall not apply to (i) transactions between the Account Party or among any Borrower of its Subsidiaries, on the one hand, and any employee of the Account Party or any of its Subsidiaries (provided Subsidiaries, on the other hand, that for purpose are approved by the Board of this clause (i), Directors of the definition Account Party or any committee of Subsidiary shall be deemed to require 66 2/3% instead the Board of 50% ownership) Directors consisting of the Account Party's independent directors and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of reasonable and customary regular fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Account Party or any a Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing DateAccount Party.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of its Subsidiaries the Borrower to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or not other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in the ordinary course of business, connection with any holder of 5% joint enterprise or more of the equity securities of the Company or with other joint arrangement with, any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the CompanyAffiliate; provided provided, however, that the foregoing restrictions provisions of this Section shall not apply to prohibit (i) transactions between or among any Borrower and its Subsidiaries (provided that for purpose of this clause (i), the definition of Subsidiary shall be deemed to require 66 2/3% instead of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iva) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company Borrower or any Subsidiary of the Company as determined Borrower from making sales to or purchases from any Affiliate and, in good faith connection therewith, extending credit or making payments, or from making payments for services rendered by the Company's Board of Directors any Affiliate, if such sales or senior management; (vii) loans purchases are made or advances to employees and officers of the Company or any of its Subsidiaries such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to provide for the Borrower or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (c) the Borrower or any Subsidiary of the Borrower from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which such Affiliate participates. The provisions of this ‎Section 5.15 shall not apply to (x) transactions between the Borrower or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors, (y) the payment of reasonable expenses incurred by such persons in and customary regular fees to directors of the performance Borrower or a Subsidiary of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; the Borrower and (viiiz) loans or advances to employees transactions among the Borrower and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Datenot otherwise prohibited hereunder.

Transaction with Affiliates. The Company will Parent shall not, and will shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Parent or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Parent or such Restricted Subsidiary with an unrelated Person and (ii) the Parent delivers to the Holders (a) with respect to any Affiliate Transaction or series of transactionsrelated Affiliate Transactions involving aggregate consideration in excess of $3.0 million, whether or not in the ordinary course of business, with any holder of 5% or more a resolution of the equity securities Board of the Company or Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with any Affiliate of the Company other than on terms and conditions substantially as favorable to the Company or any Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm's-length transaction with a Person other than a holder of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions shall not apply to clause (i) transactions between or among any Borrower above and its Subsidiaries (provided that for purpose such Affiliate Transaction has been approved by a majority of this clause (i), the definition disinterested members of Subsidiary shall be deemed to require 66 2/3% instead the Board of 50% ownership) and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) Directors and (v); (ivb) the payment of fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, except in the case of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance provision of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Company or any Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries services in the ordinary course of business to provide for to, or the payment receipt of reasonable expenses incurred by such persons services in the performance ordinary course of their responsibilities business from, any Person who is an Affiliate of the Parent solely by reason of an Investment in such Person by the Parent or its Subsidiaries, with respect to Holdings any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Holders of such Subsidiary Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing provisions will not prohibit (i) any employment agreement or other compensation plan or arrangement in connection the ordinary course of business and either consistent with past practice or approved by a majority of the disinterested members of the Board of Directors; (ii) transactions between or among the Parent and/or its Restricted Subsidiaries; (iii) any relocationPermitted Investment or any Restricted Payment that is permitted by Section 1.6 hereof; (iv) sales of Equity Interests (other than Disqualified Stock) to Affiliates of the Parent; (v) transactions with Haul Insurance, provided that no less than once each calendar year, the Parent delivers to the Holders a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such transactions are in the ordinary course of business and consistent with past practices and prudent insurance underwriting standards; (vi) transactions in existence on the Effective Date, and any modifications thereof or extensions thereto the terms of which are not materially more adverse to exceed $500,000 at any time outstandingthe Parent than those in existence on the Effective Date, including, in each case, all future payments pursuant thereto; and (viiivii) loans or advances sales of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing Datea Receivables Subsidiary in a Qualified Receivables Transaction.

Transaction with Affiliates. The Company Except pursuant to agreements existing on the date hereof and listed on Schedule I attached hereto, AES will not, and will not permit any Subsidiary of its Subsidiaries AES to, enter into directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or series for the account of, make any investment (whether by acquisition of transactionsstock or indebtedness, whether by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise) in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate; PROVIDED, HOWEVER, that the foregoing provisions of this Section shall not prohibit (a) AES from declaring or paying any lawful dividend so long as, after giving effect thereto, no Default shall have occurred and be continuing, (b) AES or any Subsidiary of AES from making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are made or such services are rendered in the ordinary course of business, with any holder of 5% or more of the equity securities of the Company or with any Affiliate of the Company other than business and on terms and conditions at least as favorable to AES or such Subsidiary as the terms and condi tions which would apply in a similar transaction with a Person not an Affiliate, (c) AES or any Subsidiary of AES from making payments of principal, interest and premium on any Debt of AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to AES or such Subsidiary as the Company terms which could have been obtained at the time of the creation of such Debt from a lender which was not an Affiliate and (d) AES or any Subsidiary as would be obtainable by the Company of AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if AES or such Subsidiary at participates in the time in ordinary course of its business and on a comparable arm's-length transaction with a Person other basis no less advantageous than a holder the basis on which such Affiliate participates. The provisions of 5% or more of the equity securities of the Company or an Affiliate of the Company; provided that the foregoing restrictions this Section 5.17 shall not apply to (i) transactions between AES or among any Borrower of its Subsidiaries, on the one hand, and any employee of AES or any of its Subsidiaries (provided Subsidiaries, on the other hand, that for purpose are approved by the Board of this clause (i), Directors of AES or any committee of the definition Board of Subsidiary shall be deemed to require 66 2/3% instead Directors consisting of 50% ownership) AES's independent directors and Intercompany Advances; (ii) transactions with HarnCo and its Affiliates set forth in the Transaction Documents; (iii) payments permitted by Section 7.08(ii), (iii), (iv) and (v); (iv) the payment of reasonable and customary regular fees to the Agents and their Affiliates for financial services, such fees not to exceed Agents' usual and customary fees for similar services; (v) payments to Chartwell (x) pursuant to the Chartwell Financial Advisory Agreement on the Closing Date and (y) for management services pursuant to the Chartwell Management Consulting Agreement not to exceed $1,000,000 in any fiscal year, plus expenses; provided, in the case directors of (y), that any such fees may accrue but shall not be paid by the Company at any time after the occurrence and during the continuance of an Event of Default pursuant to Section 8.01 until such Event of Default is cured, whereupon such accrued and unpaid fees may be paid in addition to other permitted fees; (vi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors AES or employees of the Company or any a Subsidiary of the Company as determined in good faith by the Company's Board of Directors or senior management; (vii) loans or advances to employees and officers of the Company or any of its Subsidiaries in the ordinary course of business to provide for the payment of reasonable expenses incurred by such persons in the performance of their responsibilities to Holdings or such Subsidiary or in connection with any relocation, not to exceed $500,000 at any time outstanding; and (viii) loans or advances to employees and officers of the Company or its Subsidiaries on or within 30 days after the Closing Date the proceeds of which are used to acquire Management Stock and which loans or advances are repaid within one year of the Closing DateAES.