Common use of Employee Loans and Affiliate Transactions Clause in Contracts

Employee Loans and Affiliate Transactions. (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

Employee Loans and Affiliate Transactions. (a) No Except as otherwise expressly permitted in this Section 6 with --------- respect to Affiliates, no Credit Party shall enter into or be a party to any transaction with any Affiliate of any other Credit Party (other than another Credit Party) or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; providedParty and in compliance with the restrictions on granting financial assistance under applicable laws. In addition, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into if any such transaction or series of related transactions (i) involving involves payments by a Credit Party in excess of $10,000 without disclosing to Agent 250,000 in advance the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule 6.4. ----------------------- (6.4(b)). b) No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except (i) loans to its respective employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 1,200,000 in the aggregate at any one time outstandingoutstanding and (ii) loans to management employees described in Disclosure ---------- Schedule 6.4. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all ------------ (c) The Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is shall not pay compensation as salaries or otherwise in excess of $25,000,0001,200,000 in the aggregate per year to Xxxxx Xxxxxxxxx and Xxxx Xxxxxxxxx, subject to annual increases approved by a disinterested majority of Borrower's Board of Directors, plus such bonuses as may be approved by a disinterested majority of Borrower's Board of Directors in its reasonable discretion, plus, subject to Section 6.14, management fees to Xxxxx Xxxxxxxxx ---- ------------ and Xxxx Xxxxxxxxx of $67,000 in the aggregate per year.

Employee Loans and Affiliate Transactions. (a) No Except (i) as otherwise expressly permitted in this Section 6 with respect to Affiliates, (ii) as set forth in the Reading Management Agreement, (iii) reasonable and customary fees paid to, and indemnities issued for the benefit of, members of the board of directors (or similar governing body) of Holdings and its Subsidiaries in the ordinary course of business and so long as no Event of Default has occurred and is continuing and (iv) compensation arrangements for, and indemnities issued for the benefit of, officers and other employees of Holdings and its Subsidiaries entered into in the ordinary course of business and so long as no Event of Default has occurred, no Credit Party shall enter into or be a party to any transaction with any Affiliate of any other Credit Party (other than another Credit Party) or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; provided. In addition, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into if any such transaction or series of related transactions (i) involving involves payments in excess of $10,000 without disclosing to Agent 500,000 in advance the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date date hereof are described in Disclosure Schedule (6.4(b6.4(a)). . (b) No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes and stock option financing up to a maximum of $100,000 to any employee and up to a maximum of $500,000 250,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

Employee Loans and Affiliate Transactions. (a) No Credit Except as set forth on or pursuant to agreements listed on Schedule 4.24 or Schedule 7.4 or otherwise expressly permitted herein, with respect to Affiliates, officers and directors, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, enter into or be a party to any transaction with any Affiliate Affiliate, officer or director of any Credit a Loan Party (other than another Credit a Loan Party) thereof except (x) in the ordinary course of and pursuant to the reasonable requirements of such Credit Loan Party’s or such Subsidiary’s business and upon fair and reasonable terms that are no less favorable to such Credit Loan Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; providedAffiliate, that other than a transaction described in any Related Transaction Documents officer or Disclosure Schedule 6.4(a)director and, no Credit Party shall in any event enter into any if such transaction involves payments from the Loan Parties or series any of related transactions (i) involving payments their Subsidiaries to such Affiliate, officer or director in excess of $10,000 without disclosing 250,000 per Fiscal Year, such transaction shall have been disclosed to Administrative Agent in advance the terms of such transactions writing and (iiy) involving payments in excess of $50,000 in with respect to officers and directors, customary employment, compensation (including with respect to stock options, incentive plans and the aggregate; like) and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) indemnification arrangements. All employee loans and affiliate such transactions existing as of the Closing Date hereof are described in Disclosure on Schedule 7.4. (6.4(b)). No Credit b) Except as set forth on Schedule 7.4, no Loan Party shall, and no Loan Party shall permit any of its Subsidiaries to, enter into any lending or borrowing transaction with any employees of any Credit Loan Party or any Subsidiary of a Loan Party, except loans to its respective their officers, directors and employees (i) on an arm’s-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 50,000 to any employee and up to a maximum of, together with loans described in clause (b)(ii) of this Section 7.4, $500,000 350,000 in the aggregate for the Loan Parties and their Subsidiaries at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase and (ii) up to a maximum amount maximum, together with loans described in clause (b)(i) of this Section 7.4, of $1,000,000 350,000 in the aggregate for all employees of all Credit the Loan Parties in and their Subsidiaries at any one Fiscal Year; providedtime outstanding, that at for the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is purposes described in excess of $25,000,000Section 7.2(i).

Employee Loans and Affiliate Transactions. (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except as set forth in Disclosure Schedules (6.4(a)) or (6.4(b)), or except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents Disclosure Schedules (6.4(a)) or Disclosure Schedule 6.4(a(6.4(b)), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 100,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 500,000 in the aggregate. This clause (a) shall not apply to transactions entered into in the ordinary course of business in connection with (i) employee relocations; (ii) compensation or employment, separation and provided furtherseverance of current and former officers, that Borrowers may pay directors and employees of the fees to BRS Management Co. disclosed inCredit Parties; (iii) the performance of any Credit Party’s obligations under any collective bargaining agreement, employee benefit plan, related trust agreement or any similar arrangement and subject to (iv) the terms ofmaintenance of benefit programs or arrangements for employees, Section 6.14officers and directors of the Credit Parties, including without limitation, deferred compensation plans. (b) All employee loans and affiliate transactions (except loans from a Qualified Plan) existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except (i) loans to its respective employees in the ordinary course of business consistent with past practices for travel business, (ii) loans to executive officers of up to $500,000 to any executive officer and entertainment expensesup to a maximum of $1,000,000 in the aggregate at any time outstanding, and (iii) relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except as permitted in the Credit Party’s equity incentive plans for income tax withholding purposes and upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 2,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,00040,000,000.

Employee Loans and Affiliate Transactions. (a) No Except as otherwise expressly permitted in this Section 6 with respect to Affiliates, no Credit Party shall enter into or be a party to any transaction with any Affiliate of any other Credit Party (other than another Credit Party) or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; provided. In addition, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into if any such transaction or series of related transactions (iother than ordinary course transactions between or among the Credit Parties consistent with past practices) involves payments in excess of $250,000 in the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions existing as of the date hereof and involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof 250,000 are described in Disclosure Schedule (6.4(b6.4(a)). No . (b) Other than existing loans in an aggregate amount not to exceed $600,000, no Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 250,000 to any employee and up to a maximum of $500,000 1,100,000 in the aggregate at any one time outstanding. . (c) No Credit Party shall repurchase directly or indirectly pay any Stock compensation in any form (including, without limitation, salary, bonuses, commissions, fees and incentive compensation) to any of its employees or the employees of any employee other Credit Party, other than (i) in the ordinary course of business and consistent with the historical practices of such Credit Party, except upon termination (ii) payments to employees pursuant to severance arrangements existing on the Closing Date or accounted for in the business plan described in clause (iii) of Section 3.4(a) (which business plan has been previously delivered to Agent and Lenders) or on substantially similar terms to such employee consistent with past practices for such repurchase arrangements in the ordinary course of business and (iii) payments in respect of stock appreciation rights which were outstanding on the Closing Date and additional stock appreciation rights in respect of up to a maximum amount 100,000 shares of $1,000,000 in the aggregate for all employees common Stock of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000Parent.

Employee Loans and Affiliate Transactions. (a) No Except as otherwise expressly permitted in this Section 6 with respect to Affiliates, no Credit Party shall enter into or be a party to any transaction with any Affiliate of any other Credit Party (other than another Credit Party) or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; provided. In addition, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into if any such transaction or series of related transactions (iother than ordinary course transactions between or among the Credit Parties consistent with past practices) involves payments in excess of $250,000 in the aggregate, the terms of these transactions must be disclosed in advance to Agent and Lenders. All such transactions existing as of the date hereof and involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof 250,000 are described in Disclosure Schedule (6.4(b6.4(a)). No . (b) Other than existing loans in an aggregate amount not to exceed $600,000, no Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 250,000 to any employee and up to a maximum of $500,000 1,100,000 in the aggregate at any one time outstanding. . (c) No Credit Party shall repurchase directly or indirectly pay any Stock compensation in any form (including, without limitation, salary, bonuses, commissions, fees and incentive compensation) to any of its employees or the employees of any employee other Credit Party, other than (i) in the ordinary course of business and consistent with the historical practices of such Credit Party, except upon termination (ii) payments to employees pursuant to severance arrangements existing on the Closing Date or on substantially similar terms to such arrangements in the ordinary course of such employee consistent with past practices for such repurchase business, and (iii) payments in respect of stock appreciation rights which were outstanding on the Closing Date and additional stock appreciation rights in respect of up to a maximum amount 100,000 shares of $1,000,000 in the aggregate for all employees common Stock of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000Parent.

Employee Loans and Affiliate Transactions. (a) No Except as otherwise expressly permitted in this Section 6 with respect to Affiliates, no Credit Party shall enter into or be a party to any transaction with any Affiliate of any other Credit Party (other than another Credit Party) or any Affiliate thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; provided. In addition, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into if any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving involves payments in excess of $50,000 in the aggregate; and provided furtheraggregate during any Fiscal Year, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms ofof these transactions must be disclosed in advance to Agent and Lenders. All such transactions existing as of the date hereof are described in DISCLOSURE SCHEDULE (6.4(A)). For the avoidance of doubt, nothing in this Section 6.146.4 shall prevent the Credit Parties from entering into and performing their respective obligations under the Contribution Agreement, the Administrative Services Agreement, the Sales and Marketing Agreement, or the Supply Agreement, as such agreements are in effect as of the date hereof and as such agreements may be amended in accordance with the terms hereof. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees on an arm's-length basis in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 25,000 to any employee and up to a maximum of $500,000 100,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

Employee Loans and Affiliate Transactions. (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s 's business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s 's length transaction with a Person not an Affiliate of such Credit Party; providedPROVIDED, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided furtherPROVIDED FURTHER, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; providedPROVIDED, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

Employee Loans and Affiliate Transactions. (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees . This clause (a) shall not apply to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14transactions entered into in connection with employee relocations. (b) All employee loans (except loans from a Qualified Plan) and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except (i) loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, expenses and (ii) relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except as permitted in the Credit Party’s equity incentive plans for income tax withholding purposes and upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 2,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

Employee Loans and Affiliate Transactions. (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except as set forth in Disclosure Schedules (6.4(a)) or (6.4(b)), or except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents Disclosure Schedules (6.4(a)) or Disclosure Schedule 6.4(a(6.4(b)), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 500,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 2,500,000 in the aggregate. This clause (a) shall not apply to transactions entered into in the ordinary course of business in connection with (i) employee relocations; (ii) compensation or employment, separation and provided furtherseverance of current and former officers, that Borrowers may pay directors and employees of the fees to BRS Management Co. disclosed inCredit Parties; (iii) the performance of any Credit Party’s obligations under any collective bargaining agreement, employee benefit plan, related trust agreement or any similar arrangement and subject to (iv) the terms ofmaintenance of benefit programs or arrangements for employees, Section 6.14officers and directors of the Credit Parties, including without limitation, deferred compensation plans. (b) All employee loans and affiliate transactions (except loans from a Qualified Plan) existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except (i) loans to its respective employees in the ordinary course of business consistent with past practices for travel business, (ii) loans to executive officers of up to $500,000 to any executive officer and entertainment expensesup to a maximum of $1,000,000 in the aggregate at any time outstanding, and (iii) relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except as permitted in the Credit Party’s equity incentive plans for income tax withholding purposes and upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 2,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess no Event of $25,000,000Default shall have occurred and be continuing.