Common use of Acquisitions Clause in Contracts

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) unless the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 3.50 to 1.00, the aggregate of all consideration (including any Subordinated Debt and any equity consideration) paid in connection with Acquisitions (after giving effect to such Acquisition) during the twelve month period following the end of the fiscal quarter in which the Leverage Ratio exceeds 3.50 to 1.00 shall be less than $70,000,000; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding Schedule 2.01 to the foregoingCredit Agreement is hereby amended to be identical to Schedule 2.01 attached hereto, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long reflecting Xxxxx Fargo Bank, National Association as the sum of (a) the consideration attributable sole Lender. Exhibit B to the issuance of equity Credit Agreement is hereby amended to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred be identical to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Exhibit B attached hereto.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) the aggregate consideration for all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date shall not exceed $100,000,000; (ii) both immediately prior to and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (ciii) each assignment or transfer of control of Broadcast Licenses to the Borrower can demonstrateor any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if the aggregate consideration for such Acquisition and all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is equal to or less than $50,000,000 in the aggregate; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dvi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; and (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any exchanges permitted under Section 7.05.

Acquisitions. The Enter into any agreement, contract, binding commitment or other arrangement providing for any Acquisition (including Investments within the meaning of clause (a) or clause (c) of the definition of “Investments”), or take any action to solicit the tender of securities or proxies in respect thereof in order to effect any Acquisition, unless (a) the Person to be (or whose assets are to be) acquired does not oppose such Acquisition and the line or lines of business of the Person to be acquired constitute Core Businesses; (b) after giving effect to such Acquisition and all Indebtedness incurred or repaid in connection therewith, the Borrower will notshall be in compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d), as applicable)); (c) in the case of any Acquisition after the Amendment Date in which cash in excess of $2,000,000 is given as consideration (whether in whole or in part), the Borrower shall have furnished to the Administrative Agent the Acquisition Compliance Information, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party i) so long as the Pro Forma Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00, the Borrower and its Restricted Subsidiaries may make Acquisitions in an unlimited aggregate amount, (ii) if the Pro Forma Consolidated Leverage Ratio is at a level greater than 3.00 to 1.00 but less than or equal to 4.00 to 1.00, then the applicable Loan Party Cost of Acquisition shall not exceed, on an aggregate and cumulative basis for all Acquisitions consummated during such Pro Forma Consolidated Leverage Ratio level, $100,000,000, and (iii) if the Pro Forma Consolidated Leverage Ratio is at a level greater than 4.00 to 1.00, then the surviving entity)Cost of Acquisition shall not exceed, satisfying the following criteria: on an aggregate and cumulative basis for all Acquisitions consummated during such Pro Forma Consolidated Leverage Ratio level, an amount equal to (ax) $25,000,000 plus (y) 50% of any Acquisition Net Cash Proceeds from each issuance of Equity Interests that are not subject to the mandatory prepayment required under Section 2.06(d)(iii) (provided, however, that such amount under this clause (y) shall require not exceed $25,000,000); provided that any Acquisition made pursuant to clause (i) above shall not constitute usage of the acquisition of all basket set forth in clause (ii) during such times that the Pro Forma Consolidated Leverage Ratio is at a level greater than 3.00 to 1.00 but not less than allor equal to 4.00 to 1.00, and any Acquisition made pursuant to clause (ii) above shall not constitute usage of the Equity Interests basket set forth in clause (iii) during such time that the Pro Forma Consolidated Leverage Ratio is at a level greater than 4.00 to 1.00, and vice versa; (d) in the case of any Acquisition after the Amendment Date in which consideration other then cash is given and the Cost of Acquisition is in excess of $50,000,000, the Borrower shall have furnished to the applicable Person; Administrative Agent (i) pro forma historical financial statements as of the end of the most recently completed Four-Quarter Period, giving effect to such Acquisition, and (ii) a Compliance Certificate prepared on a historical pro forma basis as of the most recent date for which financial statements have been furnished pursuant to Section 7.01(a) or (b), giving effect to such Acquisition, which Compliance Certificate shall demonstrate that no Default or Event of Default would exist immediately after giving effect thereto (including demonstrating compliance on a pro forma basis with each financial covenant set forth in Section 8.12 (each calculated in accordance with Sections 1.04(c) and (d), as applicable)); (e) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected either immediately prior to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, or immediately after giving effect to such Acquisition, is less than 2.50 to 1.00; and (df) the Borrower Person acquired shall have delivered (be a wholly-owned Restricted Subsidiary, or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection merged with such Acquisition. Notwithstanding the foregoingor into a Restricted Subsidiary, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the immediately upon consummation of the Project Pump Acquisition equals at least 50% (or if assets are being acquired, the acquiror shall be a Restricted Subsidiary); and (g) upon consummation of the aggregate purchase price payable in connection Acquisition each Subsidiary shall have complied with the Project Pump Acquisition provisions of Section 7.12, including with respect to any new assets (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)including real property) acquired.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or capital stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate each Approved Acquisition and any Other Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) both immediately prior after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be in compliance with the Total Indebtedness Ratio under Section 7.11(d), calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (cii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by (A) an Initial FCC Order, in the case of any such Approved Acquisition or if the aggregate consideration for any Other Acquisition and all Other Acquisitions permitted under this clause (e) and consummated after the date hereof which have not been approved by a Final FCC Order is equal to or less than $300,000,000 in the aggregate or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary); (iv) at the time that the Borrower or any of its Subsidiaries enters into a definitive purchase agreement for such Acquisition, either: (A) the Borrower can demonstratehas sufficient financing committed to it to enable it or its Subsidiary, on a pro forma basisas the case may be, after giving effect to consummate such Acquisition that or (xB) if the maximum amount of all termination, break-up and similar fees payable by the Borrower or its Subsidiary, as the case may be, by reason of such Acquisition failing to be consummated were included in the calculation of Total Indebtedness, the Borrower would be in compliance with the Total Indebtedness Ratio on such date; (v) after the consummation of such Acquisition, there is at least ten percent shall remain unused Revolving Commitments in an aggregate amount of not less than $25,000,000; (10%vi) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, immediately after giving effect to such Acquisition, is less than 2.50 to 1.00; andthe BCF Percentage does not exceed 25%; (dvii) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11 or sub-clause (vi) of this clause (e); (viii) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000 or if the portion of the Aggregate Consideration for such Acquisition payable to extend and exercise any option acquired in connection with such Acquisition exceeds 20% of the Aggregate Consideration payable in connection with such Acquisition, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related management, non-compete, employment, option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (ix) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (x) if requested by the Administrative Agent with respect to any agreement (A) entered into by any Obligor and any other Person in connection with such Acquisition or (B) to be transferred to any Obligor in connection with such Acquisition. Notwithstanding , which agreement is determined by the foregoingAdministrative Agent to be material and for which a security interest is required to be granted under the Security Documents, nothing herein shall restrict the Borrower from entering into or consummating shall use its best efforts to cause such Obligor and such other Person to execute and deliver to the Project Pump Acquisition so long as the sum of Administrative Agent a Consent and Agreement with respect to such agreement; and (af) the consideration attributable to the issuance acquisition of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable property in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any exchanges permitted under Section 7.05.

Acquisitions. The Borrower will not(a) Except as provided below, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way no member of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaGroup may: (ai) acquire, subscribe for or invest in any Acquisition of Equity Interests shall require the acquisition of all company, business, shares or securities; or (but not less than allii) of the Equity Interests in and to the applicable Person;incorporate any company. (b) no Default Paragraph (a) does not apply to: (i) any transaction expressly set out in the Structure Memorandum; (ii) Cash Equivalents; (iii) the subscription for shares in a member of the Group which immediately prior to the subscription was its direct Subsidiary and provided that the relevant shares are issued by that member of the Group in compliance with Clause 19.26 and (if the existing shares in such member of the Group are charged) are charged under the Security Documents; (iv) any acquisition, investment or Event subscription the aggregate consideration (including the amount of Default shall have occurred any indebtedness outstanding in any such company or business at the date of such acquisition, subscription or investment) for which, when aggregated with the consideration for all other such acquisitions, investments or subscriptions made after the date of this Agreement, does not exceed (pound)10,000,000; (v) any non-Cash consideration received pursuant to a disposal permitted under Clause 19.6; or (vi) the warrants issued by Nobia AB and be continuing or, on a pro forma basis, would reasonably be expected relating to result from such Acquisition;the disposal by the Company of Magnet Limited and various other of its Subsidiaries. (c) No member of the Borrower can demonstrate, on Group shall enter into any option or similar arrangement under which a pro forma basis, after giving effect person has a present or contingent right to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) require a member of the Group to acquire any asset or any interest in any asset where if the right were exercised the acquisition would breach the terms of any of the Bridge Finance Documents or the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andFinance Documents. -------------------------------------------------------------------------------- (d) The provisions of this Subclause shall only apply whilst Compliance Certificates for the Borrower shall two most recent consecutive Measurement Periods have delivered (or caused not shown that the ratio of Consolidated Total Net Debt to Consolidated EBITDA was below 2.0:1 and such ratio would not be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect below 2.0:1 for two consecutive Measurement Periods if any acquisition of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred type referred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)above was made.

Acquisitions. (a) The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an of any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration for the Acquisition shall not exceed $50,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $100,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be way in the same line of business as the Borrower and its Subsidiaries; (v) at the time of the Acquisition, no Unmatured Default and no Default shall exist; (vi) no Default shall exist as a result of the Acquisition; (vii) in the case of a merger with and into of the Borrower, the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is shall be the surviving entity; (viii) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, and if required by Section 2.18(b), satisfying the following criteria: Domestic Subsidiary shall execute (aA) a security agreement in any Acquisition securities of Equity Interests shall require the acquisition of all (but not less than all) any Subsidiaries of the Equity Interests new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary, and (C) a solidary (joint and several) guaranty of the Secured Obligations; (x) if required by the Agent, the Borrower shall submit a legal opinion with respect to the applicable Person;Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; and (xi) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition. (b) no Default or Event The Parent will not make any Acquisition of Default shall have occurred and be continuing orany Person, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) except for the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect all of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion membership interest of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Borrower.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)Acquisition, satisfying the following criteria: unless (a) any such Acquisition is substantially related to the business of Equity Interests shall require the acquisition of all Borrower and its Subsidiaries, taken as a whole, and is not hostile, (but not less than allb) if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and to comply with the applicable Person; requirements of Section 5.6, (bc) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Event of Default shall have occurred and or be continuing oror would result from such Acquisition, (eand (e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, basis after giving effect to such Acquisition that (x) there as of the beginning of the period of four fiscal quarters most recently ended, is at least ten percent (10%) availability for Loan Borrowings hereunder less than 2.0 to 1.0 and (yB) the Senior Leverage Ratio, after giving effect to such Acquisition, is less Liquidity would be greater than 2.50 or equal to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 15,000,000 or (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount of Subordinated Debt incurred equal to pay a portion $10,000,000 and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants in Section 6.16 and 6.17 after giving effect to such Acquisition as of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity beginning of the Borrower in the 30 days prior period of four fiscal quarters most recently ended and (f) after giving effect to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excludingsuch Acquisition, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).Liquidity would be greater than or equal to $15,000,000..

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into No Company shall effect an Acquisition; provided that a Company may effect any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as such Acquisition meets all of the following requirements: (i) in the case of an Acquisition that involves a merger, amalgamation or other combination including the Borrower, the Borrower or the applicable Loan Party is shall be the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (bii) in the case of an Acquisition that involves a merger, amalgamation or other combination including a Credit Party (other than the Borrower), a Credit Party shall be the surviving entity; (iii) the business to be acquired shall be similar, or related to, or incidental or complimentary to the lines of business of the Companies; (iv) no Default or Event of Default shall have occurred and be continuing exist prior to or, on a after giving pro forma basis, would reasonably be expected effect to result from such Acquisition, thereafter shall begin to exist; (cv) such Acquisition is not actively opposed by the Borrower can demonstrateboard of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (vi) if applicable to the business to be acquired, on a then such business has Restaurant Level Profits, subject to pro forma basisadjustments reasonably acceptable to the Administrative Agent and the Required Lenders, for the most recent four quarters prior to the acquisition date for which financial statements are available, greater than $0.00; (vii) both prior to and after giving pro forma effect to such Acquisition, the Leverage Ratio would not exceed the maximum Leverage Ratio then permitted under Section 5.7(a); (viii) the aggregate Consideration (exclusive of proceeds used for such Acquisition that from (1) new issuances of equity, (2) Revolving Loans made in conjunction with an increase in the Revolving Credit Commitment pursuant to Section 2.10(b) hereof and (3) any Term Loan Increase or Additional Term Loan Facility provided pursuant to Section 2.10(b) hereof) (A) paid for all Acquisitions for all Companies, during any fiscal year of the Borrower, does not exceed $25,000,000; and (B) paid for all Acquisitions for all Companies, during the term of this Agreement, does not exceed $75,000,000; (ix) [reserved]; and (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is the Revolving Credit Availability shall be not less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)10,000,000.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date shall not exceed $575,000,000; provided (x) the Aggregate Consideration for Acquisitions which are not TV/Radio Acquisitions shall not exceed $100,000,000 and (y) the limitation in this clause (e)(i) shall be increased in an amount equal to the Net Cash Proceeds of any Disposition of assets acquired in a TV/Radio Acquisition so long as such disposition is announced within 110 days of the completion of the related TV/Radio Acquisition; (ii) both immediately prior to and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (ciii) each assignment or transfer of control of Broadcast Licenses to the Borrower can demonstrateor any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if the Aggregate Consideration for such Acquisition and all Acquisitions permitted under this clause (e) and consummated after the Fourth Restatement Effective Date which have not been approved by a Final FCC Order is equal to or less than $50,000,000 in the aggregate; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dvi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; and (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; and (f) the acquisition of property in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any exchanges permitted under Section 7.05.

Acquisitions. The Borrower will not(a) Except as provided below, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way no member of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaGroup may: (ai) acquire, subscribe for or invest in any Acquisition of Equity Interests shall require the acquisition of all company, business, shares or securities; or (but not less than allii) of the Equity Interests in and to the applicable Person;incorporate any company. (b) no Default Paragraph (a) does not apply to: (i) any transaction expressly set out in the Structure Memorandum; (ii) Cash Equivalents; (iii) the subscription for shares in a member of the Group which immediately prior to the subscription was its direct Subsidiary and provided that the relevant shares are issued by that member of the Group in compliance with Clause 23.26 (Share capital) and (if the existing shares in such member of the Group are charged) are charged under the Security Documents; (iv) any acquisition, investment or Event subscription the aggregate consideration (including the amount of Default shall have occurred any indebtedness outstanding in any such company or business at the date of such acquisition, subscription or investment) for which, when aggregated with the consideration for all other such acquisitions, investments or subscriptions made after the date of this Agreement, does not exceed £10,000,000; (v) any non-Cash consideration received pursuant to a disposal permitted under Clause 23.6 (Disposals); (vi) the warrants issued by Nobia AB and be continuing relating to the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries; or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (vii) any purchase of the Bonds or the Bond Exchange Notes made in accordance with Clauses 23.14(a) (The Company) and 23.14(b) (The Company). (c) No member of the Borrower can demonstrate, on Group shall enter into any option or similar arrangement under which a pro forma basis, after giving effect person has a present or contingent right to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) require a member of the Senior Leverage Ratio, after giving effect Group to such Acquisition, is less than 2.50 to 1.00; andacquire any asset or any interest in any asset where if the right were exercised the acquisition would breach the terms of any of the Finance Documents. (d) The provisions of this Subclause shall only apply whilst Compliance Certificates for the Borrower shall two most recent consecutive Measurement Periods have delivered (or caused not shown that the ratio of Consolidated Total Net Debt to Consolidated EBITDA was below 2.0:1 and such ratio would not be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect below 2.0:1 for two consecutive Measurement Periods if any acquisition of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred type referred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)above was made.

Acquisitions. The Borrower will notNo Credit Party shall, and will not nor shall it permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)Acquisition, satisfying the following criteria: unless (a) any such Acquisition is substantially related to the business of Equity Interests shall require the acquisition of all Borrower and its Subsidiaries, taken as a whole, and is not hostile, (but not less than allb) if such Acquisition is an Acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person (or its successor in interest) shall become a direct or indirect Domestic Subsidiary of the Borrower and to comply with the applicable Person; requirements of Section 5.6, (bc) if such Acquisition is an Acquisition of assets, such Acquisition is structured so that a Credit Party shall acquire such assets, (d) no Default or Event of Default shall have occurred and or be continuing oror would result from such Acquisition, and (e) either (i) (A) the Leverage Ratio, calculated on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, basis after giving effect to such Acquisition that (x) there as of the beginning of the period of four fiscal quarters most recently ended, is at least ten percent (10%) availability for Loan Borrowings hereunder less than 3.0 to 1.0 and (yB) the Senior Leverage Ratio, after giving effect to such Acquisition, is less Liquidity would be greater than 2.50 or equal to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing$15,000,000, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) (A) the total consideration (including the adjustment of purchase price or similar adjustments) for such Acquisition and all other Acquisitions permitted under this clause (e)(ii) during any fiscal year expended by the Borrower or any of its Subsidiaries in such fiscal year shall not exceed an aggregate amount equal to $20,000,000 plus the aggregate amount of Subordinated Debt incurred any Acquisitions financed with Equity Issuance Proceeds and (B) the Borrower and its Subsidiaries shall be in pro forma compliance with the financial covenants in Sections 6.16, 6.17, and 6.18 after giving effect to pay a portion such Acquisition as of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity beginning of the Borrower in the 30 days prior to the consummation period of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)four fiscal quarters most recently ended.

Acquisitions. The Borrower will not(a) Except as provided below, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way no member of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaGroup may: (ai) acquire, subscribe for or invest in any Acquisition of Equity Interests shall require the acquisition of all company, business, shares or securities; or (but not less than allii) of the Equity Interests in and to the applicable Person;incorporate any company. (b) no Default Paragraph (a) does not apply to: (i) any transaction expressly set out in the Structure Memorandum; (ii) Cash Equivalents; (iii) the subscription for shares in a member of the Group which immediately prior to the subscription was its direct Subsidiary and provided that the relevant shares are issued by that member of the Group in compliance with Clause 23.26 (Share capital) and (if the existing shares in such member of the Group are charged) are charged under the Security Documents; (iv) any acquisition, investment or Event subscription the aggregate consideration (including the amount of Default shall have occurred any indebtedness outstanding in any such company or business at the date of such acquisition, subscription or investment) for which, when aggregated with the consideration for all other such acquisitions, investments or subscriptions made after the date of this Agreement, does not exceed L10,000,000; (v) any non-Cash consideration received pursuant to a disposal permitted under Clause 23.6 (Disposals); or (vi) the warrants issued by Nobia AB and be continuing or, on a pro forma basis, would reasonably be expected relating to result from such Acquisition;the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries. (c) No member of the Borrower can demonstrate, on Group shall enter into any option or similar arrangement under which a pro forma basis, after giving effect person has a present or contingent right to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) require a member of the Senior Leverage Ratio, after giving effect Group to such Acquisition, is less than 2.50 to 1.00; andacquire any asset or any interest in any asset where if the right were exercised the acquisition would breach the terms of any of the Finance Documents. (d) The provisions of this Subclause shall only apply whilst Compliance Certificates for the Borrower shall two most recent consecutive Measurement Periods have delivered (or caused not shown that the ratio of Consolidated Total Net Debt to Consolidated EBITDA was below 2.0:1 and such ratio would not be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect below 2.0:1 for two consecutive Measurement Periods if any acquisition of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred type referred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)above was made.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: Subsidiary to make (a) any single Acquisition of Equity Interests during the period commencing on the Agreement Date and ending on December 31, 1996, or during any fiscal year ending after December 31, 1996, the Acquisition Consideration for which exceeds $2,500,000; (b) any single Acquisition during the period commencing on the Agreement Date and ending on December 31, 1996, or during any fiscal year ending after December 31, 1996, if, during any such period, aggregate Acquisition Consideration given by the Borrower and the Subsidiaries for Acquisitions prior to such Acquisition shall require have equalled or exceeded $5,000,000; (c) any Acquisition, unless (i) the acquisition of all (but not less than all) of the Equity Interests in and Lenders shall have received prior written notice at least 30 Business Days prior to the applicable Person; date of such transaction, (bii) the Administrative Lender shall have received at least 10 Business Days prior to the date of such transaction a Compliance Certificate in the form required by Section 6.3 hereof, but setting forth the covenant calculations described in Section 6.3(a) hereof both prior to and after giving effect to the proposed transaction, (iii) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected exist prior to result from or after such Acquisition; , (civ) the Borrower can demonstratePerson who is, on or whose assets are being, acquired is engaged in the Borrower's Business, (v) the capital stock, partnership interests and Intercompany Notes, as applicable, of the Subsidiary being acquired are pledged pursuant to the appropriate Pledge Agreement, (vi) the assets of the Subsidiary being acquired, or the assets being acquired, are pledged pursuant to the appropriate Security Agreement, (vii) the Subsidiary being acquired becomes party to a pro forma basisSubsidiary Guaranty, and (d) any Acquisition the aggregate Acquisition Consideration for which equals or exceeds $2,500,000 unless (in addition to the foregoing requirements and limitations) each Lender receives financial projections in form and substance acceptable to the Lenders and demonstrating compliance with (i) the covenants described in Section 6.3(a) hereof and (ii) the required repayments as a result of the reductions in the Commitment set forth in Section 2.6(c) hereof, each after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability acquisition and for Loan Borrowings hereunder the period beginning on such date of acquisition and (y) ending on the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Maturity Date.

Acquisitions. The Borrower will notMake any Acquisition, and will not or permit any other Loan Party toof the Subsidiaries so to do, enter into except any Acquisition other than an Acquisition (which may be way one or more of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: following: (a) any Acquisition Acquisitions of Equity Interests shall require store leaseholds in the acquisition of all (but not less than all) ordinary course of the Equity Interests in Company's business and to the applicable Person; (b) other Acquisitions by the Company or any of the Subsidiaries, PROVIDED that (i) immediately before and after giving effect to each such other Acquisition, no Default or Event of Default shall have occurred or would exist and be continuing or, on a pro forma basis, would reasonably be expected to result from (ii) as of the date of such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, Acquisition and after giving effect to thereto, the aggregate amount of consideration (including cash and non-cash consideration, any assumption of Indebtedness and any earn-out payments (as reasonably determined by the Company based on its estimate at the time such Acquisition that (xconsideration is calculated), but excluding consideration consisting of any Stock in the Company) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent expended on such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as Acquisitions does not exceed the sum of (ax) $125,000,000 PLUS (y) on a cumulative basis, an amount equal to 50% of the consideration attributable Consolidated net income of the Company and its Subsidiaries for each fiscal quarter (commencing with the fiscal quarter ending April 3, 2004), as reflected in the financial statements required to be delivered by the Company to the issuance of equity Lenders pursuant to the Seller in respect of the Project Pump Acquisition plus (bSECTIONS 6.07(A) the lesser of (i) $10,000,000 or (ii) B), as applicable; and, PROVIDED, FURTHER, that the aggregate amount of Subordinated Debt incurred consideration expended by the Company and its Subsidiaries on such other Acquisitions pursuant to pay a portion of the consideration payable in connection this SECTION 7.05(B), when combined with the Project Pump Acquisition plus aggregate amount of all Restricted Payments made by the Company and its Subsidiaries since the Closing Date pursuant to SECTION 7.06(B), shall not exceed the sum of (cx) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior $175,000,000, PLUS (y) on a cumulative basis, an amount equal to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection Consolidated net income of the Company and its Subsidiaries for each fiscal quarter (commencing with the Project Pump Acquisition fiscal quarter ending April 3, 2004), as reflected in the financial statements required to be delivered by the Company to the Lenders pursuant to SECTIONS 6.07(A) or (excludingB), for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)as applicable.

Acquisitions. The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an of any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration for the Acquisition shall not exceed $20,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $50,000,000 in the aggregate (provided, however, that the acquisition of Premier Oilfield Services Holdings Limited and its affiliates shall not count against this $50,000,000 limit); (iv) the business and assets subject to the Acquisition shall be way in the same line of a merger with and into the Borrower or another Loan Party so long business as the Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the applicable Loan Party is Person subject to the surviving entity), satisfying Acquisition shall be in the following criteria: (a) any Acquisition United States of Equity Interests shall require the acquisition of all (but not America and less than all) a Substantial Portion of the Equity Interests in and to the applicable Person; (b) no Default or Event assets of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrateand the Subsidiaries, on taken as a pro forma basis, whole after giving effect to such Acquisition that the Acquisition, shall be located outside of the United States of America at any one time; (vi) at the time of the Acquisition, no Unmatured Default and no Default shall exist; (vii) no Default shall exist as a result of the Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the Borrower shall be the surviving entity; (ix) immediately following the Acquisition, the Borrower and its Subsidiaries shall be in compliance with all material applicable laws and regulations; (x) there is at least ten percent the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders in which the Borrower has invested more than $1,000,000; (10%xi) availability for Loan Borrowings hereunder if the Person subject to the Acquisition becomes a Domestic Subsidiary, the Domestic Subsidiary shall execute (A) if applicable, a security agreement in any securities of any Subsidiaries of the new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary to the extent required by Section 2.19(c), and (yC) a solidary (joint and several) guaranty of the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00Secured Obligations if required by Section 2.19(c); and (dxii) the Borrower shall have delivered (or caused to be delivered) submit a legal opinion with respect to the Administrative Agent such other documents as may Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; (xiii) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition; and (xiv) based on pro forma financial statements, the Leverage Ratio immediately following the Acquisition shall be reasonably requested at least 0.375 below the maximum Leverage Ratio required by this Agreement at the Administrative Agent in connection with such time of the Acquisition. Notwithstanding the foregoing, nothing herein shall restrict If the Borrower from entering into desires a waiver or consummating the Project Pump Acquisition so long as the sum modification of (a) the consideration attributable to the issuance of equity to the Seller in respect any of the Project Pump Acquisition plus (b) foregoing conditions in the lesser case of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion particular Acquisition, approval of the consideration payable in connection Required Lenders must be obtained; any approval of a waiver or modification of a condition for a particular Acquisition shall not apply to or be binding on the Lenders with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior respect to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump any subsequent Acquisition).

Acquisitions. The Borrower will shall not, and will not nor shall it cause or permit any other Loan Party of the Guarantors to, acquire all or a material portion of the stock, securities or other Property of any nature (other than inventory or supplies purchased in the ordinary course of business of the purchaser) of any Person in any transaction or in any series of related transactions or enter into any Acquisition other than an Acquisition (which may be way of a merger with sale and into leaseback transaction, provided, however, that the Borrower or another Loan Party so long as and the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: Guarantors may consummate any such transaction (aa "Permitted Acquisition") any Acquisition of Equity Interests shall require the acquisition of all only if: (but not less than all) of the Equity Interests in and to the applicable Person; (bi) no Default or Event of Default shall have hereunder has occurred and is outstanding or would otherwise be continuing orcaused by, on a pro forma basis, or would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, exist after giving effect to to, the consummation of such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00acquisition; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate consideration (exclusive of the working capital needs of the acquired entity) for all such acquisitions in a given year shall not exceed an amount (the "Acquisition Amount") equal to thirty (30%) percent of the prior fiscal year-end Consolidated Net Worth (disregarding the three-month stub period ended March 31, 2001), with a carryover only into the following year commencing with a carryover from the fiscal year ended March 31, 2002 to the fiscal year ended March 31, 2003, of fifty (50%) percent of the previous year's unused Acquisition Amount, exclusive of any carryover amount from a previous year, (for purposes of calculating the amount to be carried into any other year, the amount of Subordinated Debt incurred acquisitions in any year shall first be counted against the Acquisition Amount (exclusive of any carryover amount from the previous year)) provided, however, that the Borrower shall be entitled to pay a portion carryover amount to the fiscal year ended March 31, 2002 of $32,921,000; (iii) the aggregate consideration in all acquisitions following the Closing Date until termination of the consideration payable in connection with Revolving Credit shall not exceed forty (40%) percent of the Project Pump Acquisition plus Consolidated Net Worth as of the end of the year immediately preceding the year of determination; (civ) the proceeds from the issuance of additional equity of the Borrower acquiring Person must acquire, in the 30 days prior to the consummation case of the Project Pump Acquisition equals a stock acquisition, at least 5080% of the aggregate purchase price payable issued and outstanding capital stock of the Person being acquired (provided, however, that if the acquiring Person acquires less than 100% of the issued and outstanding capital stock of the acquired Person, the owners of the unacquired shares must be bound by a shareholders agreement reasonably satisfactory to the Administrative Agent which shall include, at a minimum, "drag along" rights in connection with the Project Pump Acquisition (excluding, for avoidance respect of doubt, fees and expenses in connection with the Project Pump Acquisitionsuch minority shares).;

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) both immediately prior to and after giving effect to such Acquisition, (A) no Default or Event of Default shall have occurred and be continuing orand (B) the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period; (cii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower can demonstratehas made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with such Acquisition. Notwithstanding any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the foregoingThird Amendment Effective Date, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) which, when taken together with the aggregate amount of Subordinated Debt incurred Investments made pursuant to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower Section 7.07(i), shall not exceed $500,000,000 in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)aggregate.

Acquisitions. The (a) Except for the Acquisitions listed on Schedule 5, the Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an of any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration for the Acquisition shall not exceed $75,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $150,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be way in the same line of business as the Borrower and its Subsidiaries; (v) at the time of the Acquisition, no Default and no Event of Default shall exist; (vi) no Event of Default shall exist as a result of the Acquisition; (vii) in the case of a merger with and into of the Borrower, the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is shall be the surviving entity; (viii) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, and if required by Section 2.18(b), satisfying the following criteria: Domestic Subsidiary shall execute (aA) a security agreement in any Acquisition securities of Equity Interests shall require the acquisition of all (but not less than all) any Subsidiaries of the Equity Interests new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary, and (C) a joint and several guaranty of the Secured Obligations; (x) if required by the Agent, the Borrower shall submit a legal opinion with respect to the applicable Person;Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; and (xi) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition. (b) no Default or Event The Parent will not make any Acquisition of Default shall have occurred and be continuing orany Person, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) except for the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect all of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion membership interest of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Borrower.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) both immediately prior to and after giving effect to such Acquisition, (A) no Default or Event of Default shall have occurred and be continuing orand (B) the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period; (cii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower can demonstratehas made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with such Acquisition. Notwithstanding any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the foregoingFirstThird Amendment Effective Date, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) which, when taken together with the aggregate amount of Subordinated Debt incurred Investments made pursuant to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower Section 7.07(i), shall not exceed $400,000,000500,000,000 in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)aggregate.

Acquisitions. The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an of any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration for the Acquisition shall not exceed $10,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during the term of this Agreement shall not exceed $30,000,000 in the aggregate (provided, however, that the acquisition of International Snubbing Services, Inc. and its affiliates shall not count against this $30,000,000 limit); (iv) the business and assets subject to the Acquisition shall be way in the same line of a merger with and into the Borrower or another Loan Party so long business as the Borrower and its Subsidiaries; (v) the location of the corporate or company headquarters of the applicable Loan Party is Person subject to the surviving entity), satisfying Acquisition shall be in the following criteria: (a) any Acquisition United States of Equity Interests shall require the acquisition of all (but not America and less than all) a Substantial Portion of the Equity Interests in and to the applicable Person; (b) no Default or Event assets of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrateand the Subsidiaries, on taken as a pro forma basis, whole after giving effect to such Acquisition that the Acquisition, shall be located outside of the United States of America at any one time; (vi) at the time of the Acquisition, no Unmatured Default and no Default shall exist; (vii) no Default shall exist as a result of the Acquisition; (viii) in the case of a merger, the Borrower or a Subsidiary of the Borrower shall be the surviving entity; (ix) immediately following the Acquisition, the Borrower and its Subsidiaries shall be in compliance with all material applicable laws and regulations; (x) there is at least ten percent the Borrower and the affected Subsidiaries shall grant a security interest in the assets subject to the Acquisition similar in nature to the Collateral and in the stock membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders in which the Borrower has invested more than $1,000,000; (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (dxi) the Borrower shall have delivered (or caused to be delivered) submit a legal opinion with respect to the Administrative Agent such other documents as may Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; (xii) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition; and (xiii) based on pro forma financial statements, the Leverage Ratio immediately following the Acquisition shall be reasonably requested at least 0.375 below the maximum Leverage Ratio required by this Agreement at the Administrative Agent in connection with such time of the Acquisition. Notwithstanding the foregoing, nothing herein shall restrict If the Borrower from entering into desires a waiver or consummating the Project Pump Acquisition so long as the sum modification of (a) the consideration attributable to the issuance of equity to the Seller in respect any of the Project Pump Acquisition plus (b) foregoing conditions in the lesser case of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion particular Acquisition, approval of the consideration payable in connection Required Lenders must be obtained; any approval of a waiver or modification of a condition for a particular Acquisition shall not apply to or be binding on the Lenders with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior respect to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump any subsequent Acquisition).

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Restricted Subsidiaries to, enter into make, in one or more transactions, any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition during the fiscal year ending on December 31, 1997 (excluding the Regency Tender and the Regency Merger), unless (i) the Acquisition is of Equity Interests shall require the acquisition of all (but not less than all) a Restricted Subsidiary or of the Equity Interests assets of a Domestic Entity, (ii) the Acquisition (A) is set forth on SCHEDULE 14 hereto or (B) the aggregate Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 14 hereto does not exceed $5,000,000 in principal amount, and (iii) such Restricted Subsidiary becomes a party to a Subsidiary Guaranty and the applicable Person; Intercompany Line of Credit and all the capital stock of, or other equity interest in, such Restricted Subsidiary (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) and its Restricted Subsidiaries (other than CareerStaff Subsidiaries unless otherwise required by SECTION 5.11) shall be pledged pursuant to a Pledge Agreement; or (b) no Default or Event Acquisition of Default shall have occurred and be continuing ora Foreign Subsidiary, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of unless (i) $10,000,000 the Acquisition is set forth on SCHEDULE 11 hereto or (ii) if the Acquisition Consideration for all Acquisitions not set forth on SCHEDULE 11 hereto, together with the aggregate amount of Subordinated Debt obligations incurred in respect of Guaranties and letters of credit pursuant to pay SECTION 7.1(i) hereof and Investments made pursuant to SECTION 7.3(j) which are in Foreign Entities, does not exceed $5,000,000, and (iii) to the extent such Foreign Subsidiary is not a portion Subsidiary of a Foreign Subsidiary, an amount of the consideration payable in connection with capital stock of such Foreign Subsidiary necessary to cause the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity Administrative Agent to have a security interest in, and pledge of, all of the Borrower capital stock of, or other equity interest in, such Foreign Subsidiary owned by the pledgor or such lesser amount such that in the 30 days prior to the consummation any case not more than 66% of all of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excludingcapital stock of, for avoidance of doubtor other equity interest in, fees and expenses in connection with the Project Pump Acquisition)such Foreign Subsidiary, shall be pledged pursuant to a Foreign Subsidiary Pledge Agreement.

Acquisitions. The Borrower Without the consent of each Lender the Company will not, and will not permit any other Loan Party its Subsidiaries to, enter into any Acquisition acquire all or substantially all of the assets or capital stock of another Person (as used in this Section 7.6, an "Acquisition") other than an the Lavalife Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria:My Choice Medical Acquisition unless; (a) the aggregate amount of cash and noncash consideration (including Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries shall not exceed $25,000,000 for any single such Acquisition or related series of Equity Interests shall require Acquisitions other than the acquisition of all (but not less than all) of Lavalife Acquisition and the Equity Interests in and to the applicable PersonMy Choice Medical Acquisition; (b) the aggregate amount of cash and non-cash consideration (including any Indebtedness assumed by the Company or any Subsidiary but excluding any equity securities issued by the Company or such Subsidiary in connection with such transaction) paid by the Company and its Subsidiaries for all Acquisitions during any fiscal year (commencing with its fiscal year ending June 30, 2006) shall not exceed $50,000,000; (c) the board of directors of the target entity ("Target") shall have approved such Acquisition (to such extent such board approval is required) and the Target shall have had Cash EBITDA of not less than negative $5,000,000 for the 12 months preceding the Acquisition; (d) the Company shall have provided each Lender with such historical and pro forma financial information with respect to such Acquisition as any Lender (through the Agent) shall reasonably request; (e) after giving effect to such Acquisition the Company shall be in pro forma compliance with all of the financial covenants contained in Section 7 hereof; (f) after giving effect to such Acquisition and for a period of 90 days thereafter there shall be Unused Availability hereunder in a minimum equal to 20% of the Total Commitment; and (g) no Default or Event of Default shall have occurred and be continuing or, on or would occur as a pro forma basis, would reasonably be expected to result from of such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).

Acquisitions. The Borrower will notMake any Acquisition, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria:unless (a) any Acquisition of Equity Interests the Consolidated Total Leverage Ratio shall require the acquisition of all (but not have been less than all) 3.0:1.0 as of the Equity Interests in and end of two consecutive fiscal quarters occurring after the date of the First Amendment as shown on the officer's certificate delivered to the applicable PersonAdministrative Agent pursuant to Section 7.2(a); (b) the total consideration (cash and non-cash consideration, including, without limitation, Indebtedness assumed, capital stock of the Borrower issued in connection with the Acquisition and the maximum aggregate amount of Contingent Payments payable in connection with the Acquisition) for any single Acquisition (or series of related Acquisitions) shall not exceed $15,000,000 in any instance; (c) the total consideration (cash and non-cash consideration, including, without limitation, Indebtedness assumed, capital stock of the Borrower issued in connection with the Acquisition and the maximum aggregate amount of Contingent Payments payable in connection with the Acquisition) for all Acquisitions shall not exceed $30,000,000 in any fiscal year; (d) the Person or Property that is the subject of the Acquisition shall have generated positive Acquired Company EBITDA; (e) in the case of an Acquisition of Property (other than capital stock or other equity interest of any Person), such Property which is the subject of the Acquisition shall be located in the United States of America; (f) in the case of an Acquisition of the capital stock or other equity interest of any Person, such Person shall be organized under the laws of, and located in, any of the States of the United States of America or the District of Columbia and all of the Property of such Person shall be located in the United States of America; (g) the Property acquired (or the Property of the Person acquired) in the Acquisition is used or useful in the same or a similar line of business as the Borrower and its Subsidiaries were engaged in on the date of the First Amendment; (h) the board of directors of the Person which is, or whose Property is, the subject of the Acquisition shall have approved the Acquisition without material condition or contingency; (i) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, exist after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) determined in the Borrower shall have delivered (or caused to be delivered) to case of financial covenant compliance on a Pro Forma Basis for the Administrative Agent such other documents period of four consecutive fiscal quarters immediately preceding the date of the Acquisition and as may be reasonably otherwise set forth in Section 1.3(b). Any consent of the Required Lenders requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein Borrower under this Section 8.4 shall restrict the Borrower from entering into not be arbitrarily withheld or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)unreasonably delayed.

Acquisitions. The Borrower will notMake any Acquisition; provided, and will however, that this Section 5.2(n) shall not permit any other Loan Party to, enter into prohibit any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: if (a) any Acquisition of Equity Interests shall require the acquisition of all immediately before and after (but not less than all) of the Equity Interests in and on a pro forma basis acceptable to the applicable Person; Agent and supported by such certificates and opinions reasonably required by the Agent) such Acquisition: (bi) no Default or Event of Default shall exist or shall have occurred and be continuing orcontinuing, (ii) the representations and warranties contained in the Loan Documents shall be true and correct in all material respects as if made on the date such Acquisition is consummated, (iii) the Consolidated Total Debt to Consolidated Adjusted EBITDA Ratio is not greater than 3.00 to 1.0, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, basis after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder the Acquisition, and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (div) the Borrower or a Subsidiary shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoingsurviving entity, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus and (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days not less than 3 Business Days prior to the consummation of such Acquisition, the Project Pump Acquisition equals at least 50% Borrower shall have provided to the Banks a certificate of the chief financial officer of the Borrower (attaching pro forma financial statements and computations to demonstrate compliance and projected compliance with all covenants and conditions hereunder), stating that such Acquisition complies with this Section 5.2(n), customary legal opinions acceptable to the Agent, evidence satisfactory to the Agent that such Acquisition is in compliance with all laws and regulations and that any other conditions under this Agreement relating to such transaction have been satisfied, all in form and substance reasonably satisfactory to the Agent; provided, however, that, the requirements contained in clause (b) of this Section 5.2(n) shall not be required with respect to (x) any Acquisition for which the aggregate purchase price payable in connection with consideration paid or given by the Project Pump Borrower or any Subsidiary is less than $25,000,000 unless the aggregate consideration paid or given by the Borrower and its Subsidiaries for all Acquisitions (including the proposed Acquisition) during the immediately preceding twelve-month period exceeds $100,000,000 or (y) the Domus Acquisition (excluding, for avoidance subject to the terms of doubt, fees and expenses in connection with the Project Pump Acquisition)this Agreement.

Acquisitions. The Borrower will Borrowers shall not, and will shall not permit any other Loan Party Restricted Subsidiaries to, enter into acquire by purchase or otherwise all or substantially all of the business, property or fixed assets of, or stock or other evidence of beneficial ownership of, any Acquisition other than an Acquisition (which may be way Person or any division or line of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)business of any Person, satisfying the following criteriaexcept: (ai) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in Company and to the applicable Personits Restricted Subsidiaries may make Consolidated Cash Capital Expenditures permitted under subsection 6.6C; (ii) Telecommunications Acquisitions; provided that (a) prior to the date the Liquidity Requirement is met, the aggregate cumulative Cash consideration for all such acquisitions shall not exceed $10,000,000 per Fiscal Year, (b) no Default or Event of Default from and after the date the Liquidity Requirement is met, the aggregate Cash consideration for all such acquisitions shall have occurred not exceed $30,000,000 per Fiscal Year and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) at least five Business Days prior to the Borrower can demonstratedate of the consummation of such acquisition, on a Company shall deliver to the Lenders and Administrative Agent (1) pro forma basis, after financial statements for the acquired Person giving effect to such Acquisition acquisition demonstrating that the pro forma annualized EBITDA for the acquired Person (xbased upon the last two quarters multiplied by two) there is at least ten percent (10%) availability for Loan Borrowings hereunder either positive or, if negative, is not negative in an amount greater than $1,000,000 and (y2) projected financial statements for Company and its Restricted Subsidiaries on a consolidated basis through the Senior Leverage Ratio, after Maturity Date giving pro forma effect to such Acquisition, is less than 2.50 to 1.00acquisition demonstrating that Borrowers shall be in pro forma compliance with all of the covenants contained in this Agreement through the Maturity Date; and (diii) Telecommunications Acquisitions for which the Borrower consideration is common stock of the Company. In the event Borrowers desire to obtain the consent of Requisite Lenders to any acquisition not otherwise permitted under this subsection 6.9, Company shall have delivered (or caused to be delivered) to the notify Administrative Agent. Administrative Agent shall notify Lenders as soon as practicable following receipt of a request for consent to an acquisition from Company and shall cooperate with Company in seeking to obtain Requisite Lenders' approval of such other documents as may be reasonably requested by request within a commercially reasonable time period taking into account all relevant factors at the Administrative Agent in connection with time of such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)request.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions (other than TV/Radio Acquisitions) permitted under this clause (e) and consummated after the Fifth RestatementSecond Amendment Effective Date shall not exceed $100,000,000; (ii) (A) in the case of Acquisitions other than TV/Radio Acquisitions under this clause (e), both immediately prior to and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basisbasis as if such Acquisition had been consummated on the first day of the relevant period) and (B) in the case of TV/Radio Acquisitions under this clause (e), would reasonably be expected both immediately prior to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, and after giving effect to such TV/Radio Acquisition, no Default shall have occurred and be continuing (and, in the case of such TV/Radio Acquisition, the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11(b) and the Total Indebtedness Ratio required under Section 7.11(c) at such time, in each case calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the relevant period); (iii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower has made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (xii)(x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the Senior Leverage Ratioevent the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such Acquisition, is less than 2.50 date and calculated on a pro forma basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to 1.00; andsuch date) in reasonable detail that demonstrate that such Acquisition will not result in a Default under Section 7.11; (dvi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with such Acquisition. Notwithstanding any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the foregoingFifth RestatementSecond Amendment Effective Date, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) which, when taken together with the aggregate amount of Subordinated Debt incurred Investments made pursuant to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower Section 7.07(i), shall not exceed $200,000,000400,000,000 in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).aggregate; and

Acquisitions. The Borrower will notNo Company shall effect an Acquisition; provided, and will not permit any other Loan however, that a Credit Party to, enter into any Acquisition other than may effect an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaas: (a) any Acquisition in the case of Equity Interests a merger, amalgamation or other combination including Borrower, Borrower shall require be the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Personsurviving entity; (b) in the case of a merger, amalgamation or other combination including a Credit Party (other than Borrower), a Credit Party shall be the surviving entity; (c) the business to be acquired shall be similar to the lines of business of the Companies; (d) the Companies shall be in full compliance with the Loan Documents both prior to and subsequent to the transaction; (e) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected exist prior to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, or after giving effect to such Acquisition; (f) Borrower shall have provided to Agent and the Lenders, at least twenty (20) days prior to such Acquisition, historical financial statements of the target entity and a pro forma financial statement of the Companies accompanied by a certificate of a Financial Officer of Borrower showing pro forma compliance with Section 5.7 hereof, both before and for the four fiscal quarters of Borrower ending after the date of the proposed Acquisition; (g) such Acquisition is not actively opposed by the board of directors (or similar governing body) of the selling Persons or the Persons whose equity interests are to be acquired; (h) the Revolving Credit Availability shall be no less than 2.50 Fifteen Million Dollars ($15,000,000) after giving effect to 1.00such Acquisition; and (di) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested aggregate Consideration paid by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of Companies (i) $10,000,000 or (ii) shall not exceed, during any fiscal year of Borrower, the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus Fifty Million Dollars (c$50,000,000), and (ii) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior when added to the consummation of Consideration for all other Acquisitions for all Companies during the Project Pump Acquisition equals at least 50% of period when this Agreement is in effect, would not exceed the aggregate purchase price payable in connection with the Project Pump Acquisition amount of One Hundred Million Dollars (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition$100,000,000).

Acquisitions. The Borrower will not, and will not permit Acquire all or a substantial part of the assets or stock of any other Loan Party to, enter into any Acquisition other than Person (an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity"Acquisition"), satisfying the following criteriaunless: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have (i) has occurred and be is continuing oror (ii) will occur after giving effect to such Acquisition; (b) if the Acquisition involves aggregate consideration exceeding $25 million, on a pro forma basis, would reasonably be expected the Majority Banks give prior written approval to result from make such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving no Third Party Financing is used to effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and; (d) the Borrower Holdings shall have delivered (or caused to be delivered) use its best efforts provide to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 Banks at least 15 days prior to the consummation of such Acquisition (i) an income statement covering the Project Pump twelve month period ending on the last day of the most recently completed fiscal quarter for which financials were last provided with pro forma adjustments to reflect the consummation, on the first day of such period, of such Acquisition equals at least (including the incurrence of any related Loans under this Agreement) and (ii) a balance sheet as of the last day of the most recently completed fiscal quarter for which financials were last provided, with pro forma adjustments to reflect the consummation of such Acquisition (including the incurrence of any related Loans under this Agreement); (e) the pro forma financial statements provided pursuant to subsection (e) above shall show that the financial covenants set forth in Sections 7.11, 7.12 and 7.13 shall have been satisfied on such pro forma basis; and (f) the Borrower shall have taken all steps necessary to pledge as security for the Facility any capital stock acquired in any Acquisition in a form satisfactory to the Collateral Agent; provided, however, that Holdings or any Subsidiary may effect an Acquisition using Third Party Financing if (i) no Default or Event of Default (A) has occurred and is continuing or (B) will occur as a result of such Acquisition, (ii) 50% of the aggregate purchase price payable consideration involved in connection such acquisition is provided as an equity contribution; (iii) the Borrower shall have (A) notified the Banks of all material terms of such proposed Acquisition, given the Banks reasonable time to prepare bids on providing such additional debt financing and (C) considered in good faith the terms of a Bank's bid, if any, (iv) the Borrower shall have created a special purpose subsidiary (an "Excluded Subsidiary") to effect such Acquisition and recourse under such Third Party Financing shall be limited to the assets or capital stock of such Excluded Subsidiary, (v) no Guaranty or other commitment with respect to such Excluded Subsidiary shall be entered into by Holdings, the Project Pump Acquisition Borrower or any Subsidiary, and (excludingvi) if required under Section 7.4, the Administrative Agent, on behalf of the Banks, shall have received documentation in form and substance acceptable to the Collateral Agent, to pledge as security for the Facility the capital stock of such Excluded Subsidiary, provided, however, that (x) in the case of an Excluded Subsidiary organized in a jurisdiction other than in the United States, the Borrower shall pledge to the Collateral Agent, for avoidance the benefit of doubtthe Banks, fees an amount equal to 65% of the outstanding capital stock of such Excluded Subsidiary and expenses in connection with the Project Pump (y) any pledge under this Section 7.7 may be subordinate to such Third Party Financing. Any Acquisition permitted under this Section 7.7 is herein referred to as a "Permitted Acquisition)."

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into Make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria:unless (a) the aggregate cash and non-cash consideration (including, without limitation, the aggregate principal amount of assumed Indebtedness, the Borrower’s good faith estimate of the amount of all deferred purchase price obligations (including, without limitation, earnout payment obligations) and the fair market value of all Capital Stock of the Borrower as determined in accordance with any related acquisition agreement) payable in respect of all Acquisitions shall not exceed $100 million during the term of this Credit Agreement; provided that if after giving effect to any Acquisition on a Pro Forma Basis the Consolidated Total Leverage Ratio would not exceed 3.0:1.0 as of Equity Interests shall require the acquisition most recent fiscal quarter end for which the Administrative Agent has received the Compliance Certificate required by Section 7.2(b), then such Acquisition may cause the aggregate cash and non-cash consideration payable in respect of all (Acquisitions to exceed such $100 million limit but shall not less than all) in any event cause the aggregate cash and non-cash consideration payable in respect of all Acquisitions to exceed $175 million during the Equity Interests in and to the applicable Personterm of this Credit Agreement; (b) the Board of Directors of the Person which is, or whose Property is, the subject of such Acquisition shall have approved such Acquisition; (c) the aggregate cash and non-cash consideration (including, without limitation, the aggregate principal amount of assumed Indebtedness, the Borrower’s good faith estimate of the amount of all deferred purchase price obligations (including, without limitation, earnout payment obligations) and the fair market value of all Capital Stock of the Borrower as determined in accordance with any related acquisition agreement) payable in respect of all Acquisitions of Persons that are not incorporated or organized under the Laws of any State of the United States of America or the District of Columbia or Property that is located outside of the United States of America shall not exceed $50 million during the term of this Credit Agreement; and (d) after giving effect to such Acquisition (and the incurrence of Funded Debt in connection therewith) on a Pro Forma Basis, (A) the Borrower would be in compliance with the financial covenants in Section 7.9 as of the most recent fiscal quarter end for which the Administrative Agent has received the Compliance Certificate required by Section 7.2(b); and (B) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)exist.

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any other Loan Party to, enter into consummate any Acquisition other than an Acquisition (which may be way without the prior written consent of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying Required Lenders except Acquisitions that satisfy the following criteriaconditions precedent: (a) The total cash and noncash consideration (excluding an amount equal to the proceeds of equity contributions made to Borrower that are used to fund such consideration but including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases and other acquisitions made by the Loan Parties pursuant to this Section 6.18, shall not exceed $25,000,000 in the aggregate for all Acquisitions closed in any fiscal year or $50,000,000 in the aggregate from and after the Effective Date; (b) any Acquisition of Equity Interests shall require (i) the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person, or (ii) the acquisition of less than all of the Equity Interests in and to the applicable Person, provided that such joint venture created thereby is permitted under Section 6.04 hereof; (bc) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisitioncontinuing; (cd) the Borrower can demonstrate, on a pro forma basis, Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for purchase or other acquisition, the Loan Borrowings hereunder and (y) Parties shall be in pro forma compliance with the Senior Leverage Ratiocovenants set forth in Section 5.13, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused compliance to be delivered) determined on the basis of the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(b) as though such Acquisition had been consummated as of the first day of the trailing four fiscal quarter period ending on the date of such financial statement; (e) all of the requirements of Sections 5.03(b) and 6.12 shall have been satisfied; (f) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding ; (g) Administrative Agent shall have received a copy of the foregoingfully executed acquisition agreement and all amendments thereto (each, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump as amended, an “Acquisition so long as the sum of (a) the consideration attributable Agreement”), relating to the issuance of equity to the Seller in respect Acquisition; (h) Administrative Agent shall have received copies of the Project Pump material documents evidencing the closing of the transactions contemplated by such Acquisition plus (b) the lesser of Agreement; (i) $10,000,000 Borrower shall deliver (or (iicause to be delivered) to the aggregate amount of Subordinated Debt incurred Administrative Agent evidence reasonably satisfactory to pay a portion of the consideration payable Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Project Pump applicable Acquisition plus (c) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the proceeds from the issuance imposition of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any burdensome conditions.

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any other Loan Party to, enter into consummate any Acquisition other than an Acquisition (which may be way without the prior written consent of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying Required Lenders except Acquisitions that satisfy the following criteriaconditions precedent: (a) The total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Borrower and its Subsidiaries for any such purchase or other acquisition, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases and other acquisitions made by the Loan Parties pursuant to this Section 6.17, shall not exceed $1,000,000 in the aggregate for all Acquisitions closed in any fiscal year or $2,500,000 in the aggregate from and after the Effective Date; (b) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (bc) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisitioncontinuing; (cd) the Borrower can demonstrate, on a pro forma basis, Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for purchase or other acquisition, the Loan Borrowings hereunder and (y) Parties shall be in pro forma compliance with the Senior Leverage Ratiocovenants set forth in Section 5.13, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused compliance to be delivered) determined on the basis of the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(b) as though such Acquisition had been consummated as of the first day of the trailing four fiscal quarter period ending on the date of such financial statement; (e) all of the requirements of Sections 5.03(b) and 6.12 shall have been satisfied; (f) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding ; (g) Lenders shall have received a copy of the foregoingfully executed acquisition agreement and all amendments thereto (each, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump as amended, an “Acquisition so long as the sum of (a) the consideration attributable Agreement”), relating to the issuance of equity to the Seller in respect Acquisition; (h) Administrative Agent shall have received copies of the Project Pump material documents evidencing the closing of the transactions contemplated by such Acquisition plus (b) the lesser of Agreement; (i) $10,000,000 Borrower shall deliver (or (iicause to be delivered) to the aggregate amount of Subordinated Debt incurred Administrative Agent evidence reasonably satisfactory to pay a portion of the consideration payable Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Project Pump applicable Acquisition plus (c) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the proceeds from the issuance imposition of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any burdensome conditions.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into Make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria:unless (a) the aggregate cash and non-cash consideration (including, without limitation, the aggregate principal amount of assumed Indebtedness, the Borrower’s good faith estimate of the amount of all deferred purchase price obligations (including, without limitation, earnout payment obligations) and the fair market value of all Capital Stock of the Borrower as determined in accordance with any related acquisition agreement) payable in respect of all Acquisitions shall not exceed $100 million on and after the Closing Date; provided that if after giving effect to any Acquisition on a Pro Forma Basis the Consolidated Total Leverage Ratio would not exceed 3.0:1.0 as of Equity Interests shall require the acquisition most recent fiscal quarter end for which the Administrative Agent has received the Compliance Certificate required by Section 7.2(b), then such Acquisition may cause the aggregate cash and non-cash consideration payable in respect of all (Acquisitions to exceed such $100 million limit but shall not less than all) in any event cause the aggregate cash and non-cash consideration payable in respect of all Acquisitions to exceed $200 million on and after the Equity Interests in and to the applicable PersonClosing Date; (b) the Board of Directors of the Person which is, or whose Property is, the subject of such Acquisition shall have approved such Acquisition; (c) the aggregate cash and non-cash consideration (including, without limitation, the aggregate principal amount of assumed Indebtedness, the Borrower’s good faith estimate of the amount of all deferred purchase price obligations (including, without limitation, earnout payment obligations) and the fair market value of all Capital Stock of the Borrower as determined in accordance with any related acquisition agreement) payable in respect of all Acquisitions of Persons that are not incorporated or organized under the Laws of any State of the United States of America or the District of Columbia or Property that is located outside of the United States of America shall not exceed $50 million on and after the Closing Date; and (d) after giving effect to such Acquisition (and the incurrence of Funded Debt in connection therewith) on a Pro Forma Basis, (A) the Borrower would be in compliance with the financial covenants in Section 7.9 as of the most recent fiscal quarter end for which the Administrative Agent has received the Compliance Certificate required by Section 7.2(b); and (B) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)exist.

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any other Loan Party to, enter into consummate any Acquisition other than an Acquisition (Acquisitions which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying satisfy the following criteriaconditions precedent: (a) any the Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition (to be demonstrated by pro forma financial statements giving effect to such Acquisition); (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 Ratio does not exceed 2.00 to 1.00; and (d) all of the Borrower requirements of Sections 5.03(b) and 6.12 hereof shall have delivered been satisfied; (or caused to be deliverede) to the Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding ; HOU:0050320/00182:1451919v12 (f) Administrative Agent shall have received a copy of the foregoingfully executed acquisition agreement (each a “Purchase Agreement”), nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable relating to the issuance of equity Acquisition, which Purchase Agreement shall be in form and substance reasonably satisfactory to the Seller Required Lenders, and the closing terms and conditions set forth in respect such Purchase Agreement shall not have been materially amended or waived without prior approval by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (g) Administrative Agent shall have received copies of the Project Pump Acquisition plus (b) material documents evidencing the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion closing of the consideration payable transactions contemplated by such Purchase Agreement, which documents shall be in form and substance reasonably satisfactory to the Administrative Agent; and (h) Borrower shall deliver to the Administrative Agent evidence reasonably satisfactory to the Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Project Pump applicable Acquisition plus (c) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the proceeds from the issuance imposition of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any burdensome conditions.

Acquisitions. (a) The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition of any Person, other than an (A) the consummation of the Transaction, and (B) the Projected Acquisition, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration for the Acquisition shall not exceed $75,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $150,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be way in the same line of business as the Borrower and its Subsidiaries; (v) at the time of the Acquisition, no Default and no Event of Default shall exist; (vi) no Event of Default shall exist as a result of the Acquisition; (vii) in the case of a merger with and into of the Borrower, the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is shall be the surviving entity; (viii) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, and if required by Section 2.18(b), satisfying the following criteria: Domestic Subsidiary shall execute (aA) a security agreement in any Acquisition securities of Equity Interests shall require the acquisition of all (but not less than all) any Subsidiaries of the Equity Interests new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary, and (C) a joint and several guaranty of the Secured Obligations; (x) if required by the Agent, the Borrower shall submit a legal opinion with respect to the applicable Person;Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; and (xi) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition. (b) no Default or Event The Parent will not make any Acquisition of Default shall have occurred and be continuing orany Person, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) except for the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect all of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion membership interest of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Borrower.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) the Aggregate Consideration for all Acquisitions permitted under this clause (e) and consummated after the Third Amendment Effective Date shall not exceed $1,000,000,000 plus the amount of any Additional Specified Acquisition Consideration; provided (x) the Aggregate Consideration for Acquisitions which are not TV/Radio Acquisitions shall not exceed $100,000,000 and (y) the limitation in this clause (e)(i) shall be increased in an amount equal to the Net Cash Proceeds of any Disposition of assets acquired in a TV/Radio Acquisition so long as such disposition is announced within 110 days of the completion of the related TV/Radio Acquisition; (ii) both immediately prior to and after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be at least 0.25 to 1 below the Total Indebtedness Ratio required under Section 7.11(c) at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (ciii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower can demonstratehas made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iv) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (v) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dvi) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (vii) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with such Acquisition. Notwithstanding any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the foregoingThird Amendment Effective Date, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) which, when taken together with the aggregate amount of Subordinated Debt incurred Investments made pursuant to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower Section 7.07(i), shall not exceed $100,000,000 in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)aggregate.

Acquisitions. The Borrower will notMake any Acquisition, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (except that the Borrowers shall be permitted to make Acquisitions which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying meet the following criteria:criteria (collectively, "PERMITTED ACQUISITIONS"): (a) any each such Acquisition shall have been approved by the board of Equity Interests shall require directors (and, if required under applicable law, the acquisition of all (but not less than allequityholders) of the Equity Interests in entity to be acquired; and the entity to be acquired is engaged in, or the applicable Personassets or business to be acquired relate to, the same line of business as the Borrowers (i.e., building products distribution); (b) if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the Borrowers to the reasonable satisfaction of the Agent) for any single Acquisition is less than $5,000,000, the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of not less than $25,000,000; (c) if the aggregate purchase price (including cash and non-cash consideration and all potential payments in respect of Earn-Out Obligations as estimated by the Borrowers to the reasonable satisfaction of the Agent) for any single Acquisition equals or exceeds $5,000,000, the Borrowers and their Subsidiaries (including the entity to be acquired) shall have pro forma Collateral Availability after giving effect to such Acquisition of not less than $35,000,000 (PROVIDED that, for purposes of determining compliance with such pro forma Collateral Availability, the valuation of Accounts and inventory of the entity to be acquired shall be based on audited financial statements or other financial information reasonably satisfactory to the Agent and shall be subject to such pro forma adjustments as the Agent shall deem reasonably necessary) and a pro forma Fixed Charge Coverage Ratio of not less than 1.25 to 1.00 (PROVIDED that, for purposes of determining compliance with such pro forma Fixed Charge Coverage Ratio, (i) the actual EBITDA of the acquired entity for the most recently ended twelve month period, based on audited financial statements or other financial information satisfactory to the Agent, 58 HUTTIG CREDIT AGREEMENT shall be included and (ii) such ratio shall be subject to such other pro forma adjustments as the Agent shall deem reasonably necessary); (d) in connection with each Acquisition, the Borrowers shall submit to the Agent, at least seven (7) Banking Days prior to the closing of such Acquisition a certificate of the chief financial officer of Huttig which shall include the following: (i) reasonably detailed calculations demonstrating compliance with the required pro forma Collateral Availability or Fixed Charge Coverage Ratio (as applicable) under clauses (b) or (c) above; and (ii) a representation and warranty as to compliance with the requirement set forth in clause (f) below; (e) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected under the Facility Documents immediately prior to result from such and after giving effect to the proposed Acquisition; (cf) the Borrower can demonstrateBorrowers and their Subsidiaries, on a pro forma basis, immediately prior to and after giving effect to any proposed Acquisition, shall be in compliance with all terms and provisions of the Facility Documents, including, without limitation, the covenants set forth in Article 8; (g) each business acquired shall be organized under the laws of the United States and have its chief executive office and principal place of business within the United States; and (h) if the Acquisition is structured as a merger involving any Borrower, such Acquisition Borrower shall be the surviving corporation. PROVIDED, HOWEVER, that (i) the Borrowers and their Subsidiaries shall not consummate from and after the date hereof, Acquisitions with an aggregate purchase price in excess of $15,000,000 without the prior written consent of the Agent and the Lenders and (ii) (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder the Accounts and inventory of any business acquired by any Borrower or Subsidiary shall not be included in the Borrowing Base unless such Accounts and inventory, respectively, satisfy all criteria set forth in the definitions of Eligible Accounts and Eligible Inventory, respectively, set forth in Section 1.01 and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) if the aggregate amount of Subordinated Debt incurred to pay the Accounts and inventory of any business acquired by any Borrower or Subsidiary generates more than $5,000,000 of Collateral Availability, such Accounts and inventory shall not be included in the Borrowing Base until the Agent shall have conducted, and be satisfied with, a portion new field audit examination of the consideration payable type described in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance Section 6.11, including a review of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees such Accounts and expenses in connection with the Project Pump Acquisition)inventory.

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate each Approved Acquisition and any Other Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) both immediately prior after giving effect to such Acquisition, no Default or Event of Default shall have occurred and be continuing or(and, in the case of such Acquisition, the Borrower shall be in compliance with the Total Indebtedness Ratio under Section 7.11(c), calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period); (cii) each assignment or transfer of control of Broadcast Licenses to the Borrower can demonstrateor any of its Subsidiaries shall have been approved by (A) an Initial FCC Order, in the case of any such Approved Acquisition or if the aggregate consideration for any Other Acquisition and all Other Acquisitions permitted under this clause (e) and consummated after the date hereof which have not been approved by a Final FCC Order is equal to or less than $300,000,000 in the aggregate or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $75,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect to basis as if such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) had been consummated on the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect first day of the Project Pump Acquisition plus (b) the lesser period of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity four fiscal quarters of the Borrower in the 30 days ending on or most recently ended prior to the consummation of the Project Pump such date) in reasonable detail that demonstrate that such Acquisition equals at least 50% of the aggregate purchase price payable will not result in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).a Default under Section 7.11 or sub-clause

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any other Loan Party to, enter into consummate any Acquisition other than an Acquisition without the prior written consent of the Required Lenders except (which may be way of a merger with x) Investments permitted by Section 6.04(h) and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying (y) Acquisitions that satisfy the following criteria:conditions precedent (each a “Permitted Acquisition”): (a) The total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Loan Parties for any such purchase or other acquisition shall not exceed the greater of (i) $40,000,000 and (ii) the lesser of (A) an amount equal to twenty percent (20%) of the Revolving Commitments and (B) $70,000,000 in any one transaction or series of related transactions and, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases or acquisitions made by the Loan Parties pursuant to this Section 6.17, $120,000,000 in the aggregate in any fiscal year, excluding in each such case, any amount exclusively financed through the issuance of Equity Interests (other than Disqualified Capital Stock) and/or funding of capital contributions (other than with the proceeds of Disqualified Capital Stock or Covenant Cure Payments) after the Effective Date for the specific purpose of financing such acquisition; (b) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (bc) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisitioncontinuing; (cd) the Borrower can demonstrate, on a pro forma basis, Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisition that purchase or other acquisition, the Loan Parties shall be in pro forma compliance (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratioincluding with respect to Indebtedness outstanding on such date of calculation, after giving effect including Indebtedness incurred with respect to such Acquisitionpurchase or other acquisition) with the covenants set forth in Section 5.13 , is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused such compliance to be delivered) determined on the basis of the Compliance Certificate most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01 (c) as though such Acquisition had been consummated as of the first day of the trailing four fiscal quarter period ending on the date of such financial statement; (e) all of the applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied (or will be satisfied within the applicable time periods specified therein); (f) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding ; (g) Lenders shall have received a copy of the foregoingfully executed acquisition agreement and all amendments thereto (each, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump as amended, an “Acquisition so long as the sum of (a) the consideration attributable Agreement”), relating to the issuance of equity to the Seller in respect Acquisition; (h) Administrative Agent shall have received copies of the Project Pump material documents evidencing the closing of the transactions contemplated by such Acquisition plus (b) the lesser of Agreement; and (i) $10,000,000 Borrower shall deliver (or (iicause to be delivered) to the aggregate amount of Subordinated Debt incurred Administrative Agent evidence reasonably satisfactory to pay a portion of the consideration payable Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Project Pump applicable Acquisition plus (c) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, and that the proceeds from applicable Acquisition is being consummated in accordance with all laws, regulations and orders of any Governmental Authority applicable to it, in each case without the issuance imposition of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any burdensome conditions.

Acquisitions. The Borrower will not, and will not Make or permit any other Loan Party toof its Restricted Subsidiaries to make any Acquisition, enter into any Acquisition other than an the Sylvan Acquisition, the Highlight Acquisition and the Sunbelt Acquisition, unless (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (b) no Default or Event of Default shall have has occurred and be is continuing or, on a pro forma basis, or would reasonably be expected to result from such Acquisition; therefrom) (ci) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and the Acquisition has a Total Enterprise Value of less than $10,000,000 individually or in the aggregate with other Acquisitions in any Financial Year, (y) in the Senior Leverage Ratio, after giving effect case of Acquisitions in respect of which the Total Enterprise Value is greater than or equal to such Acquisition, is $10,000,000 but less than 2.50 $20,000,000 individually or in aggregate with other Acquisitions in any Financial Year, the prior written consent (which may be withheld in the sole discretion of the Lenders) of the Supermajority Lenders is obtained, or (z) in the case of Acquisitions in respect of which the Total Enterprise Value is equal to 1.00; and or greater than $20,000,000 individually or in aggregate with other Acquisitions in any Financial Year, the prior written consent (dwhich may be withheld in the sole discretion of the Lenders) of all of the Lenders is obtained, (ii) the Borrower Acquisition is consistent with the most recently delivered Annual Business Plan, (iii) the Acquisition is or is in the Business, (iv) if the Acquisition is an acquisition of shares of a Person, Bracknell acquires all the issued and outstanding shares of the Person, (v) the Acquisition is not a hostile take-over bid, (vi) the Acquisition is in respect of a business whose assets are located in Canada or the United States of America and the Administrative Agent on behalf of the Lenders will have first-ranking security interest over the assets to be acquired, subject to Permitted Liens, and (vii) the Borrowers shall have delivered (or caused to be delivered) the Administrative Agent, financial statements for three consecutive Financial Quarters, following the first Financial Quarter in which the Sylvan Acquisition, the Highlight Acquisition and the Sunbelt Acquisition are fully accounted for in accordance with GAAP. Bracknell shall provide to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent soon as possible in connection with such any proposed Acquisition. Notwithstanding : A. a copy of the foregoingproposed acquisition agreement, nothing herein shall restrict when available; B. financial statements (audited, if available) of the Borrower from entering into business being acquired for three prior fiscal years (or consummating the Project Pump Acquisition so long as many prior fiscal years as the sum of (a) business has been in existence if it has been in existence for less than three fiscal years); C. unconsolidated and consolidated financial forecasts for the consideration attributable business being acquired up to the issuance end of equity the first Financial Quarter following the Relevant Repayment Date; D. a detailed business plan, analysis or similar report and pro forma financial statements and statement of sources and uses of Bracknell on a consolidated basis showing the impact of the Acquisition on the business and financial prospects of the Borrowers and the Restricted Subsidiaries for a period up to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay Relevant Repayment Date; E. a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of pro forma Compliance Certificate setting out the aggregate purchase price payable of all Acquisitions in connection the relevant Financial Year and stating that after the Acquisition, the Borrowers will be in compliance with all covenants, including financial covenants, referred to herein and that such Acquisition will not result in the Project Pump Acquisition (excluding, for avoidance occurrence of doubt, fees and expenses in connection with a Default or Event of Default; and F. such other information as the Project Pump Acquisition)Administrative Agent may reasonably request.

Acquisitions. The Borrower will not(a) Except as provided below, and will not permit any other Loan Party to, enter into any Acquisition other than an Acquisition (which may be way no member of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteriaGroup may: (ai) acquire, subscribe for or invest in any Acquisition of Equity Interests shall require the acquisition of all company, business, shares or securities; or (but not less than allii) of the Equity Interests in and to the applicable Person;incorporate any company. (b) no Default Paragraph (a) does not apply to: (i) any transaction expressly set out in the Structure Memorandum; (ii) Cash Equivalents; (iii) the subscription for shares in a member of the Group which immediately prior to the subscription was its direct Subsidiary and provided that the relevant shares are issued by that member of the Group in compliance with Clause 23.26 (Share capital) and (if the existing shares in such member of the Group are charged) are charged under the Security Documents; (iv) any acquisition, investment or Event subscription the aggregate consideration (including the amount of Default shall have occurred any indebtedness outstanding in any such company or business at the date of such acquisition, subscription or investment) for which, when aggregated with the consideration for all other such acquisitions, investments or subscriptions made after the date of this Agreement, does not exceed (pound)10,000,000; (v) any non-Cash consideration received pursuant to a disposal permitted under Clause 23.6 (Disposals); or (vi) the warrants issued by Nobia AB and be continuing or, on a pro forma basis, would reasonably be expected relating to result from such Acquisition;the disposal by Enodis plc of Magnet Limited and various other of its Subsidiaries. (c) No member of the Borrower can demonstrate, on Group shall enter into any option or similar arrangement under which a pro forma basis, after giving effect person has a present or contingent right to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) require a member of the Senior Leverage Ratio, after giving effect Group to such Acquisition, is less than 2.50 to 1.00; andacquire any asset -------------------------------------------------------------------------------- or any interest in any asset where if the right were exercised the acquisition would breach the terms of any of the Finance Documents. (d) The provisions of this Subclause shall only apply whilst Compliance Certificates for the Borrower shall two most recent consecutive Measurement Periods have delivered (or caused not shown that the ratio of Consolidated Total Net Debt to Consolidated EBITDA was below 2.0:1 and such ratio would not be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect below 2.0:1 for two consecutive Measurement Periods if any acquisition of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred type referred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)above was made.

Acquisitions. (a) The Borrower will not, and will not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an of any Person, except as follows: (i) the Acquisition shall be with the consent of the Person (which may non-hostile); (ii) the total consideration (including all potential Additional Contingent Consideration) for the Acquisition shall not exceed $75,000,000; (iii) the total consideration (including all Additional Contingent Consideration) of all Acquisitions during any 12-month period shall not exceed $150,000,000 in the aggregate; (iv) the business and assets subject to the Acquisition shall be way in a similar or related line of business as the Borrower and its Subsidiaries; (v) at the time of the Acquisition, no Default and no Event of Default shall exist; (vi) no Event of Default shall exist as a result of the Acquisition; (vii) in the case of a merger with and into of the Borrower, the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is shall be the surviving entity; (viii) the Borrower and the affected Subsidiaries shall grant a security interest in the stock or membership interest or partnership interest in any new Subsidiary in favor of the Agent and the Lenders if required by Section 2.18(b); (ix) if the Person subject to the Acquisition becomes a Domestic Subsidiary, and if required by Section 2.18(b), satisfying the following criteria: Domestic Subsidiary shall execute (aA) a security agreement in any Acquisition securities of Equity Interests shall require the acquisition of all (but not less than all) any Subsidiaries of the Equity Interests new Subsidiary, (B) one or more security agreements in the assets of the Domestic Subsidiary, and (C) a joint and several guaranty of the Secured Obligations; (x) if required by the Agent, the Borrower shall submit a legal opinion with respect to the applicable Person;Acquisition to the Agent, in form and substance reasonably satisfactory to the agent; and (xi) based on pro forma financial statements, the Borrower shall have at least $15,000,000 of availability under the Revolving Loan Commitment immediately following the Acquisition. (b) no Default or Event The Parent will not make any Acquisition of Default shall have occurred and be continuing orany Person, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) except for the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect all of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion membership interest of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Borrower.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party Subsidiary to, at any time, make any purchase or other acquisition (including by way of a dividend received or otherwise and whether in a single transaction or in a series of related transactions) of (i) any assets of any other Person that, taken together, constitute a business unit, (ii) any Capital Stock of any other Person if, immediately thereafter, such other Person would be a Subsidiary of the Borrower (iii) any assets of any other Person otherwise not in the ordinary course of business, (iv) the Capital Stock owned by the minority shareholders in Xxxxxxx New Mexico (whether pursuant to the Xxxxxxx New Mexico Shareholders' Agreement or otherwise), (v) enter into any Acquisition other than binding agreement to perform any transaction described in clauses (i), (ii), (iii) or (iv) above which is not contingent on obtaining the consent of the Required Lenders (each transaction described in clauses (i), (ii), (iii), (iv) and (v) above being referred to as an Acquisition "ACQUISITION"), or (which may be way vi) make any deposit in connection with any potential Acquisition, except: (A) Acquisitions of a merger with and into Investments permitted by Section 8.4; (B) Acquisitions by the Borrower or another any Subsidiary Guarantor, PROVIDED THAT, with respect to any Acquisition, the sum (the "ACQUISITION CONSIDERATION ") of (i) the cash consideration paid or agreed to be paid in connection therewith, PLUS (ii) the fair market value of all non-cash consideration paid or agreed to be paid in connection therewith, PLUS (iii) an amount equal to the principal or stated amount of all liabilities assumed or incurred in connection therewith PLUS (iv) Capital Expenditures anticipated to be incurred for the 12 month period following such Acquisition shall not exceed $10,000,000, PROVIDED FURTHER THAT: (A) immediately before or after giving effect to each such Acquisition, no Default shall or would exist, and immediately after giving effect thereto, all of the representations and warranties contained in the Loan Party so long Documents shall be true and correct with the same effect as though then made, (B) the Borrower or Subsidiary Guarantor making the applicable Loan Party is Acquisition shall have complied with the surviving entity)provisions of Sections 7.9, satisfying the following criteria:7.10 and 7.12, (aC) any Acquisition the Person or business acquired is engaged in the Line of Equity Interests Business, and (D) the Borrower shall require have delivered to the acquisition of all Administrative Agent and each Credit Party (but 1) notice thereof not less than all) of the Equity Interests in and ten days prior to the applicable Person; consummation of such Acquisition, and (b2) a certificate of a Financial Officer thereof, in all respects reasonably satisfactory to the Administrative Agent and dated the date of such consummation, certifying that no Default or Event of Default shall have has occurred and be continuing oris continuing, and setting forth reasonably detailed calculations demonstrating compliance with Section 8.15 on a pro pro-forma basis, would reasonably be expected to result from such Acquisition; basis (c) the Borrower can demonstrate, on a pro forma basis, after giving effect to such Acquisition and based on the most recent financial statements delivered pursuant to Section 7.1) and such other information, documents and other items as the Administrative Agent or such Credit Party shall have reasonably requested; and (C) deposits in connection with potential Acquisitions, provided that (xi) there is at least ten percent such Acquisition would otherwise be permitted under this Section 8.5, but for the fulfillment by the Borrower of the conditions set forth in Section 8.5(b), (10%ii) availability for Loan Borrowings hereunder and no Default shall or would exist immediately before or after giving effect thereto, (yiii) the Senior Leverage Ratio, immediately after giving effect to such Acquisitioneach deposit, is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred all outstanding deposits under this Section 8.5(c) does not exceed $1,000,000, and (iv) each such deposit (together with earnings thereon) is to pay a portion be applied in full to the purchase price of the consideration payable related Acquisition if such Acquisition is consummated, and (v) such deposit is invested in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Cash Equivalents pending such application.

Acquisitions. The Borrower None of the Loan Parties will not, and will not permit any other Loan Party to, enter into consummate any Acquisition other than an Acquisition without the prior written consent of the Required Lenders except (which may be way of a merger with x) Investments permitted by Section 6.04(h) and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying (y) Acquisitions that satisfy the following criteria:conditions precedent (each a “Permitted Acquisition”): (a) The total cash and noncash consideration (including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under non-compete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of Indebtedness, liabilities and other obligations in connection therewith) paid by or on behalf of the Loan Parties for any such purchase or other acquisition shall not exceed the greater of (i) $40,000,000 and (ii) the lesser of (A) an amount equal to twenty percent (20%) of the Revolving Commitments and (B) $70,000,000 in any one transaction or series of related transactions and, when aggregated with the total cash and noncash consideration paid by or on behalf of the Loan Parties for all other purchases or acquisitions made by the Loan Parties pursuant to this Section 6.17, $120,000,000 in the aggregate in any fiscal year, excluding in each such case, any amount exclusively financed through the issuance of Equity Interests (other than Disqualified Capital Stock) and/or funding of capital contributions (other than with the proceeds of Disqualified Capital Stock or Covenant Cure Payments) after the Effective Date for the specific purpose of financing such acquisition; (b) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable Person; (bc) immediately before and immediately after giving effect to any Acquisition, no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisitioncontinuing; (cd) the Borrower can demonstrate, on a pro forma basis, Administrative Agent shall have received reasonably satisfactory evidence that immediately after giving effect to such Acquisition that purchase or other acquisition, the Loan Parties shall be in pro forma compliance (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratioincluding with respect to Indebtedness outstanding on such date of calculation, after giving effect including ​ ​ ​ ​ Indebtedness incurred with respect to such Acquisitionpurchase or other acquisition) with the covenants set forth in Section 5.13 , is less than 2.50 to 1.00; and (d) the Borrower shall have delivered (or caused such compliance to be delivered) determined on the basis of the Compliance Certificate most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01 (c) as though such Acquisition had been consummated as of the first day of the trailing four fiscal quarter period ending on the date of such financial statement; (e) all of the applicable requirements of Sections 5.03(b) and 6.12 shall have been satisfied (or will be satisfied within the applicable time periods specified therein); (f) Administrative Agent shall have received such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding ; (g) Lenders shall have received a copy of the foregoingfully executed acquisition agreement and all amendments thereto (each, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump as amended, an “Acquisition so long as the sum of (a) the consideration attributable Agreement”), relating to the issuance of equity to the Seller in respect Acquisition; (h) Administrative Agent shall have received copies of the Project Pump material documents evidencing the closing of the transactions contemplated by such Acquisition plus (b) the lesser of Agreement; and (i) $10,000,000 Borrower shall deliver (or (iicause to be delivered) to the aggregate amount of Subordinated Debt incurred Administrative Agent evidence reasonably satisfactory to pay a portion of the consideration payable Administrative Agent that all consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Project Pump applicable Acquisition plus (c) shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, and that the proceeds from applicable Acquisition is being consummated in accordance with all laws, regulations and orders of any Governmental Authority applicable to it, in each case without the issuance imposition of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)any burdensome conditions.

Acquisitions. The Borrower will not, and will not permit any other Loan Party to, enter into Make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying unless the following criteriaconditions are met: (a) the Borrower provides the Administrative Agent with a certificate of a Responsible Officer certifying (together with supporting calculation in reasonable detail in the case of clause (x) below) that (x) after giving effect to such Acquisition and any Acquisition Indebtedness related thereto (including, but not limited to any Advances or other Indebtedness used in financing such Acquisition), (i) the Borrower is in compliance with the financial covenants set forth in Section 6.11 on a Pro Forma Basis and (ii) the aggregate consideration paid in connection with any and all Acquisitions under this Section 6.12 of any Person that does not become a Guarantor, other than consideration paid in Equity Interests (other than Preferred Interests), shall require not exceed $1,000,000,000 and (y) the acquisition of all (but not less than all) of the Equity Interests other requirements in and this Section 6.12 with respect to the applicable Personsuch Acquisition are satisfied; (b) no Default (i) the consummation of the Acquisition does not violate any Law or Event of Default shall have occurred and be continuing orContractual Obligation applicable to the Borrower or its Subsidiaries, on a pro forma basis, which violation would reasonably be expected to have a Material Adverse Effect; (ii) there are no actions, suits, proceedings, or claims pending, or, to the knowledge of the Borrower threatened, at law, in equity, in arbitration or before any Governmental Authority against the Borrower or, to the knowledge of the Borrower, the other party or parties to such Acquisition, that would reasonably be expected to prevent such Acquisition; and (iii) there are no actions, suits, proceedings, or claims pending, at law, in equity, in arbitration or before any Governmental Authority, to the knowledge of the Borrower, against the other party or parties to such Acquisition which would reasonably be expected to result in a Material Adverse Effect; (c) no Default exists or would result from such Acquisition; (cd) the Borrower can demonstrateAcquisition shall have been approved by the board of directors or comparable governing body of the parties thereto, on as applicable, or otherwise shall be of a pro forma basis, after giving effect to non-hostile nature; (e) the Loan Parties and any newly created or acquired Subsidiary as a result of such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) shall comply with the Senior Leverage Ratiorequirements of Section 5.12, after giving effect to such Acquisition, is less than 2.50 to 1.00the extent applicable; and (df) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent consideration paid in connection with such Acquisition. Notwithstanding the foregoingany Acquisition of a Person that is not a U.S. Person, nothing herein other than consideration paid in Equity Interests (other than Preferred Interests) shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) not exceed $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)1,000,000,000.

Acquisitions. The Borrower will not, and will not permit Make any other Loan Party to, Acquisition or enter into any Acquisition other than an Acquisition (binding agreement to do so which may be way is not contingent on obtaining the consent of a merger with and into the Borrower requisite Lenders, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)permit any of its Subsidiaries to do so, satisfying the following criteriaexcept: (a) any Acquisition Acquisitions of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in and to the applicable PersonInvestments permitted by Section 7.06; (b) no Default or Event of Default shall have occurred and be continuing or, on a pro forma basis, would reasonably be expected to result from such Acquisition[Intentionally Left Blank]; (c) Unrestricted Intercompany Acquisitions; provided that, in the event that any such Unrestricted Intercompany Acquisition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then such consolidation or merger shall be otherwise permitted by Section 7.03(a); (d) Other Intercompany Acquisitions; provided that (i) each such Other Intercompany Acquisition shall be otherwise permitted by Section 7.10; (ii) in the event that any such Other Intercompany Acquisition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, the Company shall be the survivor, and, in the case of such Designated Borrower, such Designated Borrower can demonstrateshall be the survivor unless otherwise permitted by Section 7.03(a); and (iii) to the extent that the aggregate consideration paid in connection with any such Other Intercompany Acquisition shall be comprised of one or more Investments, on each such Investment shall be otherwise permitted by Section 7.06(g) or 7.06(h); (e) other Acquisitions by the Company or any of its Subsidiaries; provided that (i) in the event that any Operating Entity shall be acquired in connection with any such Acquisition, then such Operating Entity shall be in, or otherwise constitute, a pro forma basisline of business which is related or complementary to the line of business of the Company and its Subsidiaries; (ii) in the event that any such Acquisition shall be effected by or through a consolidation or merger involving the Company or any Designated Borrower, then, in the case of the Company, the Company shall be the survivor, and, in the case of such Designated Borrower, such Designated Borrower shall be the survivor unless otherwise permitted by Section 7.03(a); and (iii) immediately before and after giving effect to such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to each such Acquisition, is less than 2.50 to 1.00no Default shall or would exist, and all of the representations and warranties contained in Article V shall be true and correct as if then made; and (df) the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent such other documents as may be reasonably requested Acquisitions of Securitization Receivables by the Administrative Agent an Eligible Special Purpose Entity in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)Permitted Securitization.

Acquisitions. The Borrower will shall not, and will shall not permit any other Loan Party of its Subsidiaries to, enter into make any Acquisition other than an Acquisition (which may be way of a merger with and into the Borrower or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity), satisfying the following criteria: Acquisitions unless (a) any Acquisition of Equity Interests shall require the acquisition of all (but not less than all) of the Equity Interests in immediately prior to and after giving effect to the applicable Person; (b) no proposed Acquisition there shall not exist a Default or Event of Default Default, (b) such Acquisition shall have occurred and not be continuing oropposed by the board of directors of the Person being acquired, on a pro forma basis, would reasonably be expected to result from such Acquisition; (c) the Compliance Certificate delivered for the most recent Fiscal Quarter immediately preceding such proposed Acquisition, indicates that the Leverage Ratio for such Fiscal Quarter is less than or equal to 4.50 to 1, (d) if the Acquisition Consideration for such Acquisition is greater than or equal to (i) prior to the Qualifying Date, 55,000,000 and (ii) on and after the Qualifying Date, $50,000,000, the Lenders shall have received written notice thereof at least 5 Business Days prior to the date of such Acquisition, together with a Compliance Certificate setting forth the covenant calculations both immediately prior to and after giving effect to the proposed Acquisition, but calculated to exclude any increases in EBITDA which would be the result of any expenses that the Borrower can demonstrateprojects to be eliminated by such proposed Acquisition, (e) the assets, property or business acquired shall be primarily in the business described in Section 4.1(d) hereof, (f) if such Acquisition results in a Subsidiary which is to be a Guarantor, (i) such Subsidiary shall execute a Subsidiary Guaranty and (ii) the Administrative Agent on behalf of the Lenders shall receive such board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such Acquisition, (g) if such Subsidiary is a Domestic Subsidiary and unless otherwise waived by the Determining Lenders, 100% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (h) if such is a Foreign Subsidiary and unless otherwise waived by the Determining Lenders, 65% of such Subsidiary's Capital Stock shall be pledged and the Administrative Agent on behalf of the Lenders shall receive such stock certificates, stock powers, board resolutions, officer's certificates and opinions of counsel as the Administrative Agent shall reasonably request in connection with such pledge, (i) the aggregate Acquisition Consideration for all Non-Guarantors (excluding Acquisition Consideration in respect of Subsidiaries which are not obligated to third Persons in respect of any Indebtedness), together with Investments in Non-Guarantors (calculated as provided in Section 7.4(f) hereof) and other Investments (calculated as provided in Section 7.4(g) hereof) pursuant to Section 7.4(g) hereof, shall not exceed an amount equal to 10% of Total Capitalization at any time, and (j) prior to the Qualifying Date, the Acquisition Consideration for such Acquisition is less than or equal to the sum of (i) $10,000,000 (or $25,000,000, if at the time of such Acquisition, (y) the Administrative Agent shall have received from the Borrower a pro forma basis, Compliance Certificate indicating that after giving effect to such Acquisition that the Leverage Ratio will be less than or equal to 4.00 to 1 and (xz) there the Leverage Ratio required to be maintained pursuant to Section 7.12 of this Agreement is no greater than 4.00 to 1) plus (ii) the aggregate Net Cash Proceeds received by the Borrower from the issuance of any Capital Stock during the 365-day period beginning on and after the Agreement Date and ending on the date of such Acquisition, and the aggregate Acquisition Consideration for all Acquisitions during any period of four consecutive Fiscal Quarters is less than or equal to the sum of (i) $25,000,000 (or $75,000,000, if at least ten percent (10%) availability for Loan Borrowings hereunder and the time of such Acquisition, (y) the Senior Leverage Ratio, Administrative Agent shall have received from the Borrower a pro forma Compliance Certificate indicating that after giving effect to such Acquisition, is Acquisition the Leverage Ratio will be less than 2.50 or equal to 1.00; and 4.00 to 1 and (dz) the Borrower shall have delivered (or caused Leverage Ratio required to be deliveredmaintained pursuant to Section 7.12 of this Agreement is no greater than 4.00 to 1) to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent in connection with such Acquisition. Notwithstanding the foregoing, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) the aggregate amount of Subordinated Debt incurred to pay a portion of Net Cash Proceeds received by the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds Borrower from the issuance of additional equity any Capital Stock during the 365-day period ending on the date of any Acquisition. (w) Section 7.9 of the Borrower in the 30 days prior Credit Agreement is hereby amended to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition).read as follows:

Acquisitions. The Borrower will not, and nor will not it permit any other Loan Party of its Subsidiaries to, enter into acquire any Acquisition other than an Acquisition (which may business or property from, or Capital Stock of, or be way of a merger with and into the Borrower party to any acquisition of, any Person, or another Loan Party so long as the Borrower or the applicable Loan Party is the surviving entity)acquire any option to make any such acquisition, satisfying the following criteriaexcept: (a) any Acquisition purchases of Equity Interests shall require inventory, programming rights and other property to be sold or used in the acquisition ordinary course of all (but not less than all) of the Equity Interests in and to the applicable Personbusiness; (b) Investments permitted under Section 7.07; (c) Restricted Payments permitted under Section 7.08; (d) Capital Expenditures of the Borrower and its Subsidiaries; (e) the Borrower and its Subsidiaries may consummate any Acquisition (including the exercise of the Xxxxxxxxxx Options), provided that, if applicable: (i) both immediately prior to and after giving effect to such Acquisition, (A) no Default or Event of Default shall have occurred and be continuing orand (B) the Borrower shall be in compliance with the First Lien Indebtedness Ratio required under Section 7.11 at such time, calculated on a pro forma basis, would reasonably be expected to result from basis as if such AcquisitionAcquisition had been consummated on the first day of the relevant period; (cii) each assignment or transfer of control of Broadcast Licenses to the Borrower or any of its Subsidiaries shall have been approved by: (A) an Initial FCC Order, if (i) the Borrower can demonstratehas made a good faith determination that the seller is an established entity that would be reasonably likely to refund the purchase price in the event of reversal or rescission of the Initial FCC Order and (ii)(x) the application or applications seeking FCC consent to such Acquisition have not been contested by a third party or (y) in the event the application or applications seeking FCC consent to such Acquisition have been contested by a third party, the Borrower shall have provided the Administrative Agent with appropriate supporting documentation, including, without limitation, a certificate signed by the President, a Vice President, a Financial Officer or Secretary of the Borrower and copies of an opinion of FCC counsel that there is no reasonable likelihood of reversal or rescission of the Initial FCC Order; or (B) a Final FCC Order, in all other cases (including the exercise of the Xxxxxxxxxx Options); (iii) if the Administrative Agent or the Required Lenders shall have so requested, the Administrative Agent shall have received an opinion of FCC counsel satisfactory to the Administrative Agent or the Required Lenders, as the case may be, in its (or their) reasonable judgment to the effect that such transfer shall have been so approved by an Initial FCC Order or a Final FCC Order, as the case may be, and that such Broadcast Licenses have been validly assigned to the Borrower or such Subsidiary; (iv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, the Borrower shall furnish to the Lenders a certificate showing calculations (after giving effect to borrowings and prepayments hereunder to be made on such date and calculated on a pro forma basis, after giving effect basis as if such Acquisition had been consummated on the first day of the period of four fiscal quarters of the Borrower ending on or most recently ended prior to such date) in reasonable detail that demonstrate that such Acquisition that (x) there is at least ten percent (10%) availability for Loan Borrowings hereunder and (y) the Senior Leverage Ratio, after giving effect to such Acquisition, is less than 2.50 to 1.00; andwill not result in a Default under Section 7.11; (dv) if the Aggregate Consideration for such Acquisition is equal to or greater than $15,000,000, no later than the date falling ten Business Days (or such shorter period as the Administrative Agent may agree) prior to the date that such Acquisition is consummated, the Borrower shall have delivered (or caused to be delivered) to the Administrative Agent drafts or executed counterparts of such of the respective agreements or instruments (including Program Services Agreements) pursuant to which such Acquisition is to be consummated (together with any related option or other material agreements), any schedules or other material ancillary documents to be executed or delivered in connection therewith, all of which shall be satisfactory in form and substance to the Administrative Agent; (vi) promptly following request therefor, copies of such information or documents relating to such Acquisition as may be reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) shall have reasonably requested; (f) the acquisition of property in connection with such Acquisition. Notwithstanding any exchanges permitted under Section 7.05; and (g) additional acquisitions of property or assets made after the foregoingFirstSecond Amendment Effective Date, nothing herein shall restrict the Borrower from entering into or consummating the Project Pump Acquisition so long as the sum of (a) the consideration attributable to the issuance of equity to the Seller in respect of the Project Pump Acquisition plus (b) the lesser of (i) $10,000,000 or (ii) which, when taken together with the aggregate amount of Subordinated Debt incurred Investments made pursuant to pay a portion of the consideration payable in connection with the Project Pump Acquisition plus (c) the proceeds from the issuance of additional equity of the Borrower Section 7.07(i), shall not exceed $400,000,000500,000,000 in the 30 days prior to the consummation of the Project Pump Acquisition equals at least 50% of the aggregate purchase price payable in connection with the Project Pump Acquisition (excluding, for avoidance of doubt, fees and expenses in connection with the Project Pump Acquisition)aggregate.