Common use of Transaction with Affiliates Clause in Contracts

Transaction with Affiliates. 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 the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 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 Borrower or any Subsidiary of the Borrower 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 and on terms and conditions at least as favorable to 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 and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunder.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower The Company will not, and will not permit any Subsidiary 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 toand its Subsidiaries (provided that for purpose of this clause (i), directly or indirectlythe 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 transaction involving aggregate consideration in excess of $1,000,000fiscal year, 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 in connection with any joint enterprise or other joint arrangement with, any Affiliateplus expenses; provided, howeverin the case of (y), that the foregoing provisions of this Section any such fees may accrue but shall not prohibit 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; (avi) reasonable fees and compensation paid to and indemnity provided on behalf of officers, directors or employees of the Borrower Company or any Subsidiary of the Borrower from making sales 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 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 of its Subsidiaries in the ordinary course of business and on terms and conditions at least as favorable to 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) 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 customary regular fees (viii) loans or advances to directors employees and officers of the Borrower Company or a Subsidiary 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 Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderClosing Date.

Transaction with Affiliates. 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 the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 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 Borrower or any Subsidiary of the Borrower 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 and on terms and conditions at least as favorable to 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, directors and (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderBorrower.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower The Company will not, and will not permit any Subsidiary of the Borrower its Restricted Subsidiaries to, directly or indirectly, 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 an "AFFILIATE TRANSACTION"), unless: (1) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's length transaction by the Company or such Restricted Subsidiary with an unrelated Person; and (2) the Company delivers to the Trustee: (a) with respect to any transaction Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1,000,0005.0 million, pay a Board Resolution and an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 5.18 and that such Affiliate Transaction has been approved by a majority of the Disinterested Directors; and (b) with respect to any funds Affiliate Transaction or series of related Affiliate Transactions, involving aggregate consideration in excess of $15.0 million, either (i) an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting appraisal or for the account ofinvestment banking firm of national standing recognized as an expert in rendering fairness opinions on transactions such as those proposed; (ii) with respect to assets classified, make any investment (whether by acquisition of stock or indebtednessin accordance with GAAP, by loan, advance, transfer of as property, guarantee plant and equipment on the Company's or such Restricted Subsidiary's balance sheet, a written appraisal from a nationally recognized appraiser showing that the assets have a fair market value not less than the consideration to be paid (provided that if the fair market value determinedly by such appraiser is a range of values or otherwise inexact, the Board of Directors shall determine the exact fair market value, provided that it shall be within the range so determined by the appraiser) or (iii) in the case of gathering, transportation, marketing, hedging, production handling, operating, construction, storage or other agreement to pay, purchase or service, directly or indirectlyoperational contracts, 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 Borrower or any Subsidiary of the Borrower 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 contracts are made or such services are rendered entered into in the ordinary course of business and on terms substantially similar to those contained in similar contracts entered into by the Company or any Restricted Subsidiary and conditions at least third parties or, if none of the Company or any -58- Restricted Subsidiary has entered into a similar contract with a third party, that the terms are no less favorable than those available from third parties on an arm's-length basis, as favorable determined by the Board of Directors. Even though a particular Affiliate Transaction or series of Affiliate Transactions may be covered by more than one of clauses (i) through (iii) above, the compliance with any of such applicable clauses shall be satisfactory. The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the Borrower provisions of the prior paragraph: (1) transactions pursuant to the Credit Facilities; (2) payment of principal of, or such Subsidiary as interest on, any Indebtedness of the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; (b) the Borrower Company or any Subsidiary of its Restricted Subsidiaries owed to and held by any Affiliate 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 Company or any Subsidiary of its Restricted Subsidiaries; (3) any employment, equity option or equity appreciation agreement or plan entered into by the Borrower from participating in, Company or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates of its Restricted Subsidiaries in the ordinary course of its business and on a basis no less advantageous than and, as applicable, consistent with the basis on which past practice of the Company or such Affiliate participates. The provisions of this Section 5.15 shall not apply to Restricted Subsidiary; (x4) transactions between the Borrower Company or a Restricted Subsidiary and another Restricted Subsidiary; (5) any of its SubsidiariesRestricted Payment permitted to be made pursuant to Section 5.12 hereof; (6) customary compensation, on the one handindemnification and other benefits made available to officers, and any officer, director directors or employee employees 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 and customary regular fees to directors of the Borrower Company or a Subsidiary Restricted Subsidiary, including reimbursement or advancement of out-of-pocket expenses and provisions of officers' and directors' liability insurance; and (7) loans to officers and employees made in the Borrower and (z) transactions among the Borrower and its Subsidiaries ordinary course of business in an aggregate amount not otherwise prohibited hereunderto exceed $1 million at any one time outstanding.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 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 Borrower or any Subsidiary of the Borrower 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 and on terms and conditions at least as favorable to 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, directors and (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderBorrower.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date date hereof and listed on Schedule II III attached hereto, the Borrower Account Party will not, and will not permit any Subsidiary of the Borrower its Subsidiaries to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower 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 Borrower 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 and on terms and conditions at least as favorable to the Borrower Account Party or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower Account Party or any Subsidiary of the Borrower Account Party from making payments of principal, interest and premium on any Debt of the Borrower Account Party or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower 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 (cd) the Borrower Account Party or any Subsidiary of the Borrower Account Party from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower Account Party 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 5.17 shall not apply to (xi) transactions between the Borrower Account Party or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower Account Party or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower Account Party or any committee of the Board of Directors consisting of the Borrower’s Account Party's independent directors, directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower Account Party or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderAccount Party.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower will The Parent shall not, and will shall not permit any Subsidiary 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 Borrower toforegoing, directly an "Affiliate Transaction"), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Parent or indirectly, 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 transaction Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1,000,0003.0 million, pay any funds to or for a resolution of the account of, make any investment Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (whether i) above and that such Affiliate Transaction has been approved by acquisition a majority of stock or indebtedness, by loan, advance, transfer the disinterested members of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwisethe Board of Directors and (b) in, lease, sell, transfer or otherwise dispose except in the case of any assets, tangible or intangible, the provision of services in the ordinary course of business to, or participate in, or effect any transaction the receipt of services in connection with any joint enterprise or other joint arrangement withthe ordinary course of business from, any Affiliate; providedPerson who is an Affiliate of the Parent solely by reason of an Investment in such Person by the Parent or its Subsidiaries, howeverwith respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, that an opinion as to the fairness to the Holders of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The foregoing provisions of this Section shall will not prohibit (ai) the Borrower any employment agreement or any Subsidiary of the Borrower from making sales to other compensation plan 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 arrangement in the ordinary course of business and on terms and conditions at least as favorable 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 Permitted 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 Borrower or such Subsidiary as the terms and conditions which would apply in Holders a similar transaction with a Person not an Affiliate; (b) the Borrower or any Subsidiary resolution of the Borrower from making payments Board of principal, interest and premium on any Debt of the Borrower or Directors set forth in an Officers' Certificate certifying that such Subsidiary held by an Affiliate if the terms of such Debt transactions 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 consistent with past practices and prudent insurance underwriting standards; (xvi) transactions between the Borrower or any of its Subsidiaries, in existence on the one handEffective Date, and any officer, director modifications thereof or employee extensions thereto the terms of which are not materially more adverse to the Borrower or any of its Subsidiaries, Parent than those in existence on the other handEffective Date, 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 directorsincluding, (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower in each case, all future payments pursuant thereto; and (zvii) transactions among the Borrower sales of accounts receivable and its Subsidiaries not otherwise prohibited hereunderother related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Subsidiary in a Qualified Receivables Transaction.

Transaction with Affiliates. Except pursuant (a) Make any payment to agreements existing on 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 Effective Date and listed on Schedule II attached heretobenefit of, the Borrower will not, and will not permit any Subsidiary Affiliate of the Borrower to(each, directly an “Affiliate Transaction”) involving aggregate payments or indirectlyconsideration in excess of $10.0 million, unless: (i) the Affiliate Transaction is on terms that are no less favorable to the Borrower or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Borrower or such Restricted Subsidiary with an unrelated Person; and (ii) the Borrower delivers to the Administrative Agent: (A) with respect to any transaction Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1,000,00015.0 million, pay a resolution of the Board of Directors of the Borrower set forth in a certificate of a Responsible Officer of the Borrower certifying that such Affiliate Transaction complies with this Section 6.05 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Borrower; and (B) with respect to any funds Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Borrower or for such Restricted Subsidiary of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. (b) The following items will be deemed not to be Affiliate Transactions and, therefore, will not be subject to 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 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 6.05(a) hereof: (ai) any employment agreement, employee benefit plan, officer or director indemnification agreement or any similar arrangement entered into by the Borrower or any Subsidiary of the Borrower 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 its Restricted Subsidiaries in the ordinary course of business and on terms payments pursuant thereto; (ii) transactions between or among Loan Parties or between or among Restricted Subsidiaries that are not Loan Parties, provided that with respect to (i) transactions involving Domestic Subsidiaries, such transactions shall occur only between or among Domestic Subsidiaries and conditions at least as favorable to the Borrower (ii) transactions involving Foreign Subsidiaries, such transactions shall occur only between or such Subsidiary as the terms and conditions which would apply in a similar transaction among Foreign Subsidiaries; (iii) transactions with a Person not (other than an Affiliate; Unrestricted Subsidiary of the Borrower) that is an Affiliate of the Borrower solely because the Borrower owns, directly or through a Restricted Subsidiary, an Equity Interests in, or Controls, such Person; (biv) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Borrower or any Subsidiary of its Restricted Subsidiaries; (v) any issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower from making payments of principal, interest and premium on any Debt to Affiliates of the Borrower Borrower; (vi) Restricted Payments that do not violate Section 6.06 hereof and Permitted Investments; (vii) any agreement as in effect as of the Signing Date, as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such Subsidiary held by an Affiliate if amendment, modification, supplement, extension or renewal is not more disadvantageous to the Lenders in any material respect than the terms of the agreements in effect on the Signing Date; (viii) any agreement between any Person and an Affiliate of such Debt are substantially as favorable to the Borrower or such Subsidiary as the terms which could have been obtained Person existing at the time of the creation of such Debt from a lender which was not an Affiliate and (c) Person is acquired by, merged into or amalgamated, arranged or consolidated with 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 Restricted Subsidiaries; provided that such agreement was not entered into in contemplation of such acquisition, merger, amalgamation, arrangement or consolidation and on a basis no less advantageous any amendment thereto (so long as any such amendment is not more disadvantageous to the Lenders in any material respect than the basis applicable agreement as in effect on which the date of such Affiliate participates. The provisions of this Section 5.15 shall not apply to acquisition, merger, amalgamation, arrangement or consolidation); (xix) transactions between the Borrower or any of its Subsidiaries, on the one hand, Restricted Subsidiaries and any officer, Person that is an Affiliate solely because one or more of its directors is also a director or employee of the Borrower or any of its Restricted Subsidiaries, on the other hand, ; provided that are approved by the Board of Directors such director abstains from voting as a director of the Borrower or such Restricted Subsidiary, as the case may be, on any committee matter involving such other Person; and (x) any transaction or series of the Board of Directors consisting of the Borrower’s independent directors, (y) the payment of reasonable and customary regular fees to directors of related transactions for which the Borrower or a any of its Restricted Subsidiaries delivers to the Administrative Agent an opinion as to the fairness to the Borrower or the applicable Restricted Subsidiary of such transaction or series of related transactions from a financial point of view issued by an accounting, appraisal or investment banking firm of national recognized standing qualified to perform the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereundertask for which it has been engaged.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, the Borrower The Company will not, and will not permit any Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower toCompany) (each an “Affiliate Transaction”) unless such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length transaction with a Person not an Affiliate or, directly if in the good faith judgment of the Company’s Board of Directors, no comparable transaction is available with which to compare such Affiliate Transaction, such Affiliate Transaction is otherwise fair to the Company or indirectly, the relevant Guarantor from a financial point of view. The restrictions in any transaction involving aggregate consideration in excess of $1,000,000, 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 in connection with any joint enterprise or other joint arrangement with, any Affiliate; provided, however, that the foregoing provisions of this Section shall 5.14 will not prohibit apply to: (a) any employment, consulting, severance, termination or similar agreement or arrangement, stock option or stock ownership plan, employee benefit plan, officer or director compensation or indemnification agreement, restricted stock agreement, severance agreement or other compensation plan or arrangement entered into by the Borrower Company or any Subsidiary of the Borrower 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 Guarantors in the ordinary course of business and on terms and conditions at least as favorable to the Borrower payments, awards, grants or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; issuances of securities pursuant thereto; (b) transactions between or among the Borrower or any Subsidiary Company and/or Guarantors and the issuance of Guarantees for the benefit of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower Company 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 Guarantor; (c) payment of reasonable and customary fees and reimbursements of expenses (pursuant to indemnity arrangements or otherwise) of officers, directors, employees or consultants of the Borrower Company or any Subsidiary of the Borrower from participating inGuarantors; (d) any issuance of Capital Stock (other than Disqualified Stock) of the Company to, or effecting receipt of capital contributions from, Affiliates of the Company; (e) payments to an Affiliate in respect of the Notes or any transaction other Indebtedness of the Company or any Guarantor on the same basis as concurrent payments made or offered to be made in connection withrespect thereof to non-Affiliates; (f) in the case of contracts for exploring for, any joint enterprise drilling, developing, producing, processing, gathering, transporting, marketing or storing Hydrocarbons, or activities or services reasonably related or ancillary thereto, or other joint arrangement with any Affiliate if the Borrower or such Subsidiary participates operational contracts, that are entered into in the ordinary course of its business and otherwise in compliance with the terms of this Agreement which are on terms substantially similar to those contained in similar contracts entered into by the Company or any of the Guarantors with unrelated third parties, or if neither the Company nor any Guarantor has entered into a basis similar contract with a third party, then on the terms no less advantageous favorable than those available from third parties on an arm’s length basis, in each case as determined in good faith by the basis on which such Affiliate participates. The provisions of this Section 5.15 shall not apply to Company; (xg) transactions between the Borrower Company or any of the Guarantors and any other Person, a director of which is also on the Board of Directors of the Company or any direct or indirect parent company of the Company, and such common director is the sole cause for such other Person to be deemed an Affiliate of the Company or any of its Subsidiaries; provided that such director abstains from voting as a member of the Board of Directors of the Company or any direct or indirect parent company of the Company, as the case may be, on any transaction with such other Person; (h) advances to or reimbursements of employees for moving, entertainment and travel expenses and similar expenditures in the ordinary course of business; (i) transactions effected in accordance with the terms of the agreements of the Company or any Guarantor described in Schedule 5.14(i), and any amendment or replacement of any of such agreements so long as such amendment or replacement agreement is not materially less advantageous to the Company, taken as a whole, than the agreement so amended or replaced; (j) loans or advances to employees in the ordinary course of business in accordance with past practices of the Company or the Guarantors, but in any event not to exceed $1.0 million in the aggregate at any one time outstanding; (k) any transaction in which the Company or any of its Subsidiaries, on as the one handcase may be, and any officerdelivers to the Majority Holders a letter from an accounting, director appraisal, advisory or employee investment banking firm of national standing stating that such transaction is fair to the Company or such Guarantor from a financial point of view or that such transaction meets the requirements of the Borrower first paragraph of this Section 5.14; (l) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with this Agreement which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), not materially less favorable to the Company and the Guarantors than those contained in similar contracts entered into by the Company or any of its Subsidiariesthe Guarantors with unrelated third parties, or if neither the Company nor any Guarantor has entered into a similar contract with a third party, then on the other handterms no less favorable than those available from third parties on an arm’s length basis, that are approved in each case as determined in good faith by the Board of Directors of the Borrower or any committee of the Board of Directors consisting of the Borrower’s independent directors, Company; and (ym) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderRestricted Payments permitted under Section 5.4.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date date hereof and listed on Schedule II I attached hereto, the Borrower AES will not, and will not permit any Subsidiary of the Borrower AES to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower 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 the Borrower 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 and on terms and conditions at least as favorable to the Borrower AES or such Subsidiary as the terms and conditions condi tions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower AES or any Subsidiary of the Borrower AES from making payments of principal, interest and premium on any Debt of the Borrower AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower AES 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 (cd) the Borrower AES or any Subsidiary of the Borrower AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower AES 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 5.17 shall not apply to (xi) transactions between the Borrower AES or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower AES or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower AES or any committee of the Board of Directors consisting of the Borrower’s AES's independent directors, directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower AES or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderAES.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date and listed on Schedule II attached hereto, Neither CEI nor the Borrower will notshall, and will not or shall permit any Subsidiary other member of the Borrower CEI Group to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, pay any funds to or for the account of, make any investment 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 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 except for (a) the Borrower or any Subsidiary of the Borrower 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 and transactions on terms and conditions at least as a basis no less favorable to CEI, the Borrower or such Subsidiary other member of the CEI Group as the terms and conditions which would apply be obtained in a similar comparable arm’s length transaction with a Person not an Affiliate; Affiliate and (b) transactions described on Schedule 7.05. The following items will not be deemed to be transactions with an Affiliate and, therefore, will not be subject to the Borrower provisions of this Section 7.05: (a) any employment agreement, employee benefit plan, officer and director indemnification agreement or any Subsidiary of the Borrower from making payments of principal, interest and premium on any Debt of the Borrower or such Subsidiary held similar arrangement entered into 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 CEI 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 its Subsidiaries 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 business; (xb) transactions between or among the Borrower or any of and/or its Subsidiaries; (c) transactions with a Person that is an Affiliate of CEI solely because CEI owns, on the one handdirectly or through a Subsidiary, and any officeran Equity Interest in, director or employee of the Borrower or any of its Subsidiariescontrols, on the other handsuch Person; (d) loans, 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 directorsadvances, (y) the payment of reasonable fees, indemnification of directors, or similar arrangements to or with officers, directors, employees and customary regular fees consultants who are not otherwise Affiliates of CEI; (e) any issuance of Equity Interests of CEI to directors Affiliates of CEI; (f) Permitted Monetization Transactions; (g) Restricted Payments and Investments that are permitted by pursuant to the Borrower or a Subsidiary terms of the Borrower this Agreement; and (zh) transactions among consummated prior to the Borrower and its Subsidiaries not otherwise prohibited hereunderdate hereof.

Transaction with Affiliates. 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 the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 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 Borrower or any Subsidiary of the Borrower 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 and on terms and conditions at least as favorable to 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 ‎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 and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunder.

Transaction with Affiliates. Except pursuant (a) Any Stockholder and any of its Affiliates may engage in or possess an interest in any other business venture of any kind, nature or description, independently or with others, whether or not such ventures are competitive with the Company or its Subsidiaries, notwithstanding that representatives of such Stockholder or any of their Affiliates may be serving as a Director of the Company or its Subsidiaries. Nothing in this Agreement shall be deemed to agreements existing on prohibit any Stockholder or any of their Affiliates from dealing, or otherwise engaging in business, with Persons transacting business with the Effective Date Company or its Subsidiaries. Neither the Company nor any Stockholder shall have any rights or obligations by virtue of this Agreement, in or to any independent venture of any other Stockholder or any of their Affiliates, or the income or profits or losses or distributions derived therefrom, and listed on Schedule II attached heretosuch ventures shall not be deemed wrongful or improper even if competitive with the business of the Company or its Subsidiaries. (b) After the date hereof, the Borrower Company will not, and will not permit any Subsidiary of the Borrower its Subsidiaries to, directly or indirectly, in enter into any transaction involving aggregate consideration in excess of $1,000,000(other than for legal services) with any Harvest Fund or any employee, pay any funds to officer, director 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 Affiliate of any assetsHarvest Fund, tangible other than transactions which are on terms not substantially less favorable to the Company or intangibleits Subsidiaries, toas the case may be, or participate inas it could obtain in a transaction with a party without a conflict of interest, or effect any it being understood that a transaction in connection with any joint enterprise or other joint arrangement with, any Affiliateapproved by the Requisite Disinterested Holders shall be deemed to be on terms not substantially less favorable; provided, however, that the foregoing provisions of this Section paragraph (b) shall not prohibit (a) the Borrower or any Subsidiary transactions contemplated by the amended and restated management agreement to be executed by and between Harvest Partners, Inc. and Associated as of the Borrower 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 and on terms and conditions at least as favorable to 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 and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderdate hereof.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date date hereof and listed on Schedule II I attached hereto, the Borrower AES will not, and will not permit any Subsidiary of the Borrower AES to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 in connection with any joint enterprise or other joint arrangement with, any Affiliate; providedPROVIDED, howeverHOWEVER, that the foregoing provisions of this Section shall not prohibit (a) the Borrower 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 the Borrower 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 and on terms and conditions at least as favorable to the Borrower AES or such Subsidiary as the terms and conditions which would apply in a similar transaction with a Person not an Affiliate; , (bc) the Borrower AES or any Subsidiary of the Borrower AES from making payments of principal, interest and premium on any Debt of the Borrower AES or such Subsidiary held by an Affiliate if the terms of such Debt are substantially as favorable to the Borrower AES 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 (cd) the Borrower AES or any Subsidiary of the Borrower AES from participating in, or effecting any transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if the Borrower AES 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 5.17 shall not apply to (xi) transactions between the Borrower AES or any of its Subsidiaries, on the one hand, and any officer, director or employee of the Borrower AES or any of its Subsidiaries, on the other hand, that are approved by the Board of Directors of the Borrower AES or any committee of the Board of Directors consisting of the Borrower’s AES's independent directors, directors and (yii) the payment of reasonable and customary regular fees to directors of the Borrower AES or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderAES.

Transaction with Affiliates. Except pursuant to agreements existing on the Effective Date date hereof and listed on Schedule II attached hereto, the Borrower will not, and will not permit any Subsidiary of the Borrower to, directly or indirectly, in any transaction involving aggregate consideration in excess of $1,000,000, 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 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 Borrower or any Subsidiary of the Borrower 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 and on terms and conditions at least as favorable to 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 's independent directors, directors and (y) the payment of reasonable and customary regular fees to directors of the Borrower or a Subsidiary of the Borrower and (z) transactions among the Borrower and its Subsidiaries not otherwise prohibited hereunderBorrower.