Upstream Payment. A Distribution (i) by either Telx New York or III 8th to Parent, (ii) from Parent to Holdings or (iii) from Holdings to Telx; provided that with respect to (ii) and (iii), only the following shall be considered to be "Upstream Payments": (a) Distributions to pay any federal or state Taxes solely applicable to any Obligor, (b) Distributions made (i) on the Original Closing Date in the amount of $25,715,173.50 by Parent to Holdings and then by Holdings to Telx, (ii) on the Funding Date in the
... amount of $15,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Funding Date in accordance with the Loan Documents) by Parent to Holdings and then by Holdings to Telx, and (iii) on the Increased Term Loan Effective Date in the amount of up to $10,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Increased Term Loan Effective Date in accordance with the Loan Documents) by Parent to Holdings and then by Holdings to Telx, (c) Distributions to the extent required to pay any amounts due pursuant to the Corporate Services Agreements, and (d) Distributions solely to the extent used by Telx to purchase the Equity Securities of Telx or any Equity Security Rights with THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 2 respect to Telx from a former employee of Telx; provided however, that (x) such Equity Security or Equity Security Rights purchased by Telx shall constitute 100% of the Equity Securities and Equity Security Rights of Telx owned by such employee; (y) such employee's employment with Telx has terminated on or before the time of such purchase; and (z) the aggregate amount of such Distributions made pursuant to this clause (d) do not exceed $500,000 in any Fiscal Year and $1,000,000 in the aggregate.
View More
