Common use of Employee Loans and Affiliate Transactions Clause in Contracts

Employee Loans and Affiliate Transactions. (a) No Obligor shall, or shall cause or permit any Subsidiary thereof to, enter into or be a party to any transaction with any Affiliate of any such Person, other than (i) as permitted by SECTIONS 6.2, 6.4(B), or 6.13, (ii) in the ordinary course of and pursuant to the reasonable requirements of such Person's business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person than would be obtained in a comparable arm's length transaction with a third party not an Affiliate of such Person, (iii) loans to employees or other transactions between or among Obligors providing goods and services described on SCHEDULE 6.4 as of the Closing Date in the ordinary course of business consistent with past practices, (iv) payments made pursuant to the tax sharing agreement described on SCHEDULE 3.13 as of the Closing Date, to the extent permitted by, and made in accordance with, clause (i) of SECTION 6.13, and (v) cash payments to Holdings to enable Holdings (contemporaneously with, and in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as of the Closing Date in an aggregate amount not to exceed $300,000 in any Fiscal Year (except, $1,100,000 in Fiscal Year 2000, $845,000 of which shall be paid by Parent to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Person) and (2) pay the general corporate, operating and administrative expenses of Holdings allocated to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses in the income statement of such Obligor or Subsidiary.

Employee Loans and Affiliate Transactions. (a) No Obligor shallExcept for transactions expressly permitted under this Agreement, or no Credit Party shall cause or permit any Subsidiary thereof to, enter into or be a party to any transaction with any other Credit Party or any Affiliate of any such Person, other than (i) as permitted by SECTIONS 6.2, 6.4(B), or 6.13, (ii) thereof except in the ordinary course of and pursuant to the reasonable requirements of such PersonCredit Party's business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person Credit Party than would be obtained in a comparable arm's length transaction provided in writing with a third party Person not an Affiliate of such PersonCredit Party. Notwithstanding the foregoing, the Borrowers may (iiix) loans to employees or other transactions between or among Obligors providing goods and services described on SCHEDULE 6.4 as of the Closing Date in the ordinary course of business consistent with past practices, (iv) payments made pursuant to the tax sharing agreement described on SCHEDULE 3.13 as of the Closing DateManagement Agreement, pay up to the extent permitted by, and made in accordance with, clause (i) of SECTION 6.13, and (v) cash payments to Holdings to enable Holdings (contemporaneously with, and in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as of the Closing Date in an aggregate amount not to exceed $300,000 500,000 in any Fiscal Year (except, $1,100,000 in commencing with the Fiscal Year 2000ending December 31, $845,000 of which shall be paid 2004) for reimbursable out-of-pocket costs and expenses incurred by Parent to Holdings' former chief executive officer Pegasus Capital Advisors, LLC and its Affiliates and (y) pursuant to Holding's existing severance arrangements with such Personthe Management Agreement, pay up to $1,000,000 in aggregate in any Fiscal Year in management fees to Pegasus Capital Advisors, LLC and its Affiliates, payable in arrears), as long as for each of clause (x) and (2y), (i) no Default or Event of Default has occurred and is continuing at the time of, or would result from the making of, such payment (ii) the obligations under the Management Agreement are subordinated to the Obligations pursuant to a subordination agreement in form and substance acceptable to the Agents and Requisite Term Lenders; provided, that to the extent a payment under the Management Agreement cannot be made because a Default or an Event of Default has occurred and is continuing, Borrower may pay such missed payment at any time when (A) such Default or Event of Default has been cured (to the general corporateextent it can be cured) and (B) no other Default or Event of Default has occurred and is continuing at the time of, operating or would result from the making of, such missed payment and administrative expenses of Holdings allocated (iii) the Borrowers and their Subsidiaries shall be in compliance with the financial covenants set forth in Section 7.10 on a pro forma basis after giving effect to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share payment as of the expenses incurred by Holdings for last day of the benefit of Obligors and their Subsidiaries. Payments made Fiscal Quarter most recently ended (as determined in accordance with clauses (iv) Section 7.10); and (vz) above may be accounted for by make the applicable Obligor or Subsidiary as a cash dividend payment on the Closing Date to Pegasus and the other equity holders of Holdings or as an expense for in respect of clause (iii) of the reimbursement definition of Holdings' expenses in the income statement of such Obligor or Subsidiary"Related Transactions".

Employee Loans and Affiliate Transactions. (a) No Obligor shall, or shall cause or permit any Subsidiary thereof to, enter into or be a party to any transaction with any Affiliate of any such Person, other than (i) as permitted by SECTIONS 6.2, 6.4(B), 6.13 or 6.136.21, (ii) in the ordinary course of and pursuant to the reasonable requirements of such Person's business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person than would be obtained in a comparable arm's length transaction with a third party not an Affiliate of such Person, (iii) loans to employees or other transactions between or among Obligors providing goods and services described on SCHEDULE 6.4 as of the Closing Date in the ordinary course of business consistent with past practices6.4, (iv) payments made pursuant to the tax sharing agreement described on SCHEDULE 3.13 as of the Closing Date, to the extent permitted by, and made in accordance with, clause (i) of SECTION 6.13, and (v) cash payments to Holdings to enable Holdings (contemporaneously with, and in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as of the Closing Date in an aggregate amount not to exceed $300,000 in any Fiscal Year (except, $1,100,000 in Fiscal Year 2000, $845,000 of which shall be paid by Parent to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Person) and (2) pay the general corporate, operating and administrative expenses of Holdings allocated to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses in the income statement of such Obligor or Subsidiary.

Employee Loans and Affiliate Transactions. (a) No Obligor shallExcept as otherwise expressly permitted in this Section 6 with respect to Affiliates, or no Credit Party shall cause or permit any Subsidiary thereof to, enter into or be a party to any transaction with any other Credit Party or any Affiliate of any such Person, other than (i) as permitted by SECTIONS 6.2, 6.4(B), or 6.13, (ii) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Person's Credit Party’s business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person Credit Party than would be obtained in a comparable arm's ’s length transaction with a third party Person not an Affiliate of such PersonCredit Party; provided, that no Credit Party shall transfer a Portfolio to a Non-Credit Party Affiliate without Lender’s prior written consent. In addition, if any such transaction or series of related transactions (iiiother than the transactions permitted under Section 6.4(b) loans below) involves payments in excess of $250,000 in the aggregate, the terms of these transactions must be disclosed in advance to employees or other Lender. All such transactions between or among Obligors providing goods and services described on SCHEDULE 6.4 existing as of the Closing Date date hereof are described in the Disclosure Document. In the event any Advance relates to a Portfolio to be acquired by an Affiliate prior to Lender making such Advance, such Affiliate shall execute and deliver Lender’s form of joinder agreement relative to this Agreement and the Collateral Documents, Affiliate Guaranty, Affiliate Security Agreement, Affiliate Confirmation, UCC-1 Financing Statements and all such other documents as Lender shall reasonably request, pursuant to which such Affiliate shall become a Credit Party hereunder, including, evidence of the good standing of such Affiliate and UCC Searches, all in form acceptable to Lender. Notwithstanding the foregoing, no Affiliate which is less than 100% directly or indirectly wholly-owned by Asta or which is organized outside of the laws of the United States or any State therein shall be required to join this Agreement. No Credit Party shall enter into any lending or borrowing transaction with any employees or consultants of any Credit Party, except loans to its respective employees and consultants in the ordinary course of business consistent with past practicesup to a maximum, (iv) payments made pursuant in the aggregate for all employees and consultants, at any one time of $100,000. Notwithstanding anything in this Agreement to the tax sharing agreement described on SCHEDULE 3.13 as contrary, from time to time, one or more of the Closing DateCredit Parties (and Non-Credit Party Affiliates) shall be entitled, in their sole discretion, to make capital contributions from time to time to other Credit Parties and Non-Credit Party Affiliates for ultimate contribution to Pal XVI for the extent permitted bypurpose of funding costs, expenses and made in accordance with, clause (i) of SECTION 6.13, liabilities incurred by Pal XVI relating to litigation and (v) cash payments to Holdings to enable Holdings (contemporaneously with, and in similar proceedings on the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as collection and/or sale of the Closing Date in an aggregate receivable assets owned by Pal XVI (the amount not to of such contributions, “Capital Contribution Amounts”); provided, that at no time shall the Capital Contribution Amounts outstanding exceed $300,000 in any Fiscal Year (except, $1,100,000 in Fiscal Year 2000, $845,000 of which shall be paid by Parent to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Person) and (2) pay the general corporate, operating and administrative expenses of Holdings allocated to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses in the income statement of such Obligor or Subsidiary500,000.

Employee Loans and Affiliate Transactions. (aOn and after the Effective Date, Section 6.4(1) No Obligor shallof the Existing Credit Agreement is amended by inserting the following sentence after the last sentence thereof: "Notwithstanding the foregoing and, or for greater certainty, without limiting any other provision of this Agreement, this SECTION 6.4(1) shall cause or permit any Subsidiary thereof to, enter into or be a party not apply to any transaction with any Affiliate of any such Person, other than (i) the transactions expressly provided for in the Stockholders Agreement, the Registration Rights Agreement and the Sale Agreement, as permitted each such agreement exists on March 14, 2001, and any exercise of the common Stock purchase warrants issued by SECTIONS 6.2Ultimate Parent to Term Lender pursuant to the Warrant Agreement (as such agreement exists on March 14, 6.4(B)2001 and recognizing that the number of common shares issuable upon such exercise may be adjusted pursuant to the terms of such agreement) if, or 6.13and from and after, Term Lender becomes an Affiliate of the Credit Parties, (ii) in the ordinary course of and pursuant management fees paid by Continuing Borrower or Ultimate Parent to the reasonable requirements of such Person's business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person than would be obtained in a comparable arm's length transaction with a third party not an Affiliate of such Person, (iii) loans to employees or other transactions between or among Obligors providing goods and services described on SCHEDULE 6.4 as of the Closing Date in the ordinary course of business consistent with past practices, (iv) payments made pursuant to the tax sharing agreement described on SCHEDULE 3.13 as of the Closing Date, to the extent permitted by, and made in accordance with, clause (i) of SECTION 6.13, and (v) cash payments to Holdings to enable Holdings (contemporaneously with, and in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as of the Closing Date Wellspring in an aggregate amount that do not to exceed $300,000 US$200,000 in any Fiscal Year and (except, $1,100,000 iii) industry standard fees for services rendered by Wellspring upon the successful completion of any refinancing of the Term Loan or a sale of all or a portion of Continuing Borrower's or Ultimate Parent's assets permitted hereunder in Fiscal Year 2000, $845,000 of an aggregate amount which shall be paid by Parent not at any time exceed one percent (1%) of the aggregate amount of such refinancing or the gross value of the assets sold; provided, that, with respect to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Personclauses (ii) and (2iii) pay the general corporateabove, operating no Default or Event of Default has occurred and administrative expenses of Holdings allocated is continuing or would result after giving effect to any such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses payment and; provided further, that in the income statement case of clause (ii) above, Continuing Borrower shall have adequate Net Borrowing Availability for operating its business after giving effect to any such Obligor or Subsidiarypayment, and, in the case of clause (iii) above, Continuing Borrower shall have received the prior written consent of Agent to each such payment (such consent not to be unreasonably withheld). With reference to clause (iii) above, Agent may consider, without limitation, in determining whether it will grant its consent whether Continuing Borrower will have adequate Net Borrowing Availability for operating its business after giving effect to each such payment.".

Employee Loans and Affiliate Transactions. (a) No Obligor shallExcept as otherwise expressly permitted in this Section 6 with respect to Affiliates, or no Credit Party shall cause or permit any Subsidiary thereof to, enter into or be a party to any transaction with any other Credit Party or any Affiliate of any such Person, other than (i) as permitted by SECTIONS 6.2, 6.4(B), or 6.13, (ii) thereof except in the ordinary course of and pursuant to the reasonable requirements of such PersonCredit Party's business and upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable favourable to such Person Credit Party than would be obtained in a comparable arm's length transaction with a third party Person not an Affiliate of such PersonCredit Party. In addition, if any such transaction or series of related transactions involves payments in excess of Cdn. $150,000 (iiior the Equivalent Amount thereof) loans in the aggregate, the terms of these transactions must be disclosed in advance to employees or other Lender; provided, that transactions between or among Obligors providing goods the Borrower and services described on SCHEDULE 6.4 Breaker Technology, Inc. and the Borrower and Xxxxxx Engineered Products SA (Pty) Ltd. shall not be subject to such disclosure. All such transactions existing as of the Closing Date date hereof are described on Disclosure Schedule (6.4(a)). No Credit Party shall enter into any lending or borrowing transaction with any directors or employees of any Credit Party, except loans to its respective directors or employees on an arm's-length basis in the ordinary course of business consistent with past practicespractices for travel expenses, relocation costs and similar purposes and stock option financing up to a maximum of Cdn. $50,000 (ivor the Equivalent Amount thereof) payments made pursuant to any director or employee and up to a maximum of Cdn. $150,000 (or the tax sharing agreement described on SCHEDULE 3.13 as of Equivalent Amount thereof) in the Closing Dateaggregate at any one time outstanding. No Credit Party shall have intercompany accounts payable or other indebtedness, liabilities or other obligations owing to the extent permitted byany other Credit Party or an Affiliate thereof, and made in accordance with, clause except (i) of SECTION 6.13, Indebtedness permitted under Section 6.3(a) and (vii) cash payments Borrower may have intercompany accounts payables owing to Holdings to enable Holdings a Credit Party or an Affiliate thereof which arise from goods purchased, rented or leased or services received from such other Person in transactions which satisfy the requirements of Section 6.4(a) above; provided that such intercompany accounts payables (contemporaneously with, and A) are billed in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 manner as a comparable arm's length transaction with a Person not an Affiliate of the Closing Date in an aggregate amount not to exceed $300,000 in any Fiscal Year (except, $1,100,000 in Fiscal Year 2000, $845,000 of which shall be paid by Parent to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Person) Borrower; and (2B) pay the general corporate, operating and administrative expenses of Holdings allocated to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause are paid within ninety (290) to Holdings by any Obligor or Subsidiary thereof shall not exceed such Obligor's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and days following their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses in the income statement of such Obligor or Subsidiaryoriginal due date.

Employee Loans and Affiliate Transactions. (a) No Obligor shallExcept as otherwise expressly permitted by this Agreement, or shall cause or permit any Subsidiary thereof including, but not limited to, transactions permitted by Sections 6.2 and listed on Disclosure Schedule (6.4), no Savvis Party shall enter into or be a party to any transaction with any other Savvis Party or any Affiliate of any such Personthereof, other than except (i) as permitted by SECTIONS 6.2transactions among foreign Subsidiaries of Holdings (i.e., 6.4(Bexcluding the Credit Parties for purposes of this clause (i)), to the extent not limited or 6.13prohibited under any term of this Agreement, (ii) involving the provision of services and goods in the ordinary course of and pursuant to the reasonable requirements of such PersonSavvis Party's business and and, with respect to any Subsidiary whose Stock has been pledged to Agent, upon fair and reasonable terms that are fully disclosed to Agent in advance and are no less favorable to such Person Savvis Party than would be obtained in a comparable arm's length transaction with a third party Person not an Affiliate of such Person, Savvis Party; (iiiii) loans to employees or other transactions between or among Obligors providing goods daily operations of Lessee and services described on SCHEDULE 6.4 as any of the Closing Date its Wholly-Owned Subsidiaries in the ordinary course of business relating to operation of the network consistent with past practicespractices in effect over the six-month period preceding the Execution Date among such entities, but not relating to any transfer of assets or other matters expressly limited or prohibited under any other provision of this Agreement; (iii) leasing by Procurement to Lessee of new assets acquired by Procurement (not acquired from Lessee) following the Execution Date or currently covered by the lease between Lessee and Procurement; and (iv) payments made except for payment of fees by any foreign Subsidiary to Lessee in respect of services rendered by Lessee to any such foreign Subsidiary provided that no consulting, service, management or other fees shall be payable pursuant to the tax sharing agreement described on SCHEDULE 3.13 as any of the Closing Datetransactions referred to in this Section 6.4, other than fees payable to the extent permitted by, and made in accordance with, clause (i) of SECTION 6.13, and (v) cash payments Lessee or payable to Holdings to enable Holdings (contemporaneously with, and in the same amount of, such payments) to (1) fund its obligations under "Executive Retirement Plans" described on SCHEDULE 6.4 as of the Closing Date in an aggregate amount but not to exceed $300,000 in any Fiscal Year (except, $1,100,000 in Fiscal Year 2000, $845,000 of which shall be paid by Parent to Holdings' former chief executive officer pursuant to Holding's existing severance arrangements with such Person) and (2) pay the general corporate, operating and administrative expenses of Holdings allocated to such Obligor or Subsidiary PROVIDED THAT payments made pursuant to this subclause (2) payable to Holdings by Lessee or any Obligor or Subsidiary thereof shall not exceed such Obligorof Lessee's or Subsidiary's fair allocable share of the expenses incurred by Holdings for the benefit of Obligors and their Subsidiaries. Payments made in accordance with clauses (iv) and (v) above may be accounted for by the applicable Obligor or Subsidiary as a cash dividend to Holdings or as an expense for the reimbursement of Holdings' expenses in the income statement of such Obligor or Subsidiary).