Financing Agreements, etc. Notwithstanding any other provision of this ------------------------- Agreement, Holding shall not be permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) - the Amended and Restated Credit Agreement, dated as of April 28, 2000, as amended (the "Credit Agreement"), among the Company, The Chase Manhattan Bank ("Chase"), as administrative agent, Bank of America, N.A., as syndication agent, Xxxxxxx Xxxxx Credit Partners, L.P., as documentation agent, and the other banks and financial institutions party thereto from time to time, (B) the Guarantee, dated as of April 28, 2000 (the "Guarantee"), - made by Holding, as Guarantor, in favor of Chase as administrative agent for the several banks and other financial institutions named thereunder, (C) the - Indenture, dated as of November 30, 1993, (the "Indenture") among the Company, Holding, as guarantor, and First Trust National Association, as Trustee, or (D) - any other financing or security agreement or document entered into in connection with the acquisition by Holding of substantially all the assets of the corporation then named Sporting Goods Properties, Inc. ("Sporting Goods") and certain related assets of Sporting Goods' parent E.I. du Pont de Nemours and Company ("DuPont"), a Delaware corporation, from Sporting Goods and DuPont, on December 1, 1993 (the "Acquisition"), or the financing of the Acquisition, or the Credit Agreement, or in connection with the operations of Holding or its subsidiaries from time to time (the Credit Agreement, the Guarantee, any Indenture, and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would violate any of the -- terms or provisions of the Certificate of Incorporation of Holding or (iii) --- Holding has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this Agreement, Holding shall not be permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase (or the payment by the Company of a dividend to Holding to fund such repurchase) would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) the Credit Agreement, dated as of January 24, 2003 (the "Credit Agreement"), among the Company, RA Factors, Inc., Wachovia Bank, National Association, as administrative and collateral agent, Fleet Capital Corporation, as syndication agent, National City Commercial Finance, Inc., as documentation agent and the other banks and financial institutions party thereto from time to time; (B) the Indenture, dated as of January 24, 2003, (the "Indenture") among the Company and RBC Holding, Inc., RA Brands, L.L.C. and RA Factors, Inc. as guarantors, and U.S. Bank National Association, as Trustee, as the same may be amended, modified or supplemented from time to time or (C) any other guarantee, financing or security agreement or document entered into to refinance the indebtedness under the Credit Agreement or the Indenture, in connection with the financing by Holding or any of its subsidiaries of any transaction, or in connection with the operations of Holding or its subsidiaries from time to time (the Credit Agreement, any Indenture, and such other agreements and documents, as each may be amended, modified or supplemented from time to time, are hereinafter referred to as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, (ii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of Holding or (iii) Holding has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this Agreement (including, but not limited to, the Plan as incorporated by reference herein), the Company shall not be permitted to repurchase any Shares from the Purchaser to the extent that (i) such repurchase (or the payment of a dividend by any Subsidiary to fund such repurchase) would result in any default or an event of default, or would be prohibited under, any financing or security agreement or document entered into by the Company or any Subsidiary prior to the date hereof, any refunding thereof, or in connection with the operations of the Company or any Subsidiary from time to time, in each case, as the same may be amended, modified or supplemented from time to time (the “Financing Agreements”), (ii) such repurchase would result in a violation of any law, statute, rule, regulation, policy, order, writ, injunction, decree or judgment promulgated or entered by any federal, state, local or foreign court or governmental authority applicable to the Company or any Subsidiary or any of its or their property, (iii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company, or (iv) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be obligated or permitted to pay the purchase price for any Shares that the Company may elect to purchase from the Purchaser pursuant to Section 5 if (i) the payment of such purchase price would result in a violation of the terms or provisions of, or a default or an event of default under, any financing or security agreement or document entered into by the Company or any of its Subsidiaries prior to the date hereof, any refunding thereof, or in connection with the operations of the Company or the Subsidiaries from time to time (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the “Financing Agreements”), in each case as the same may be amended, modified or supplemented from time to time, (ii) the payment of such purchase price would violate any of the terms or provisions of the Certificate of Incorporation of the Company or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this Agreement, the Company shall not be permitted or obligated to repurchase any Shares from the Purchaser if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under any financing or security agreement or document entered into in connection with the Spin-off or in connection with the operations of the Company or its subsidiaries from time to time (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing Agreements"), in each case as the same may be amended, modified or supplemented from time to time, or (ii) such repurchase would violate any of the terms or provisions of the Certificate of Incorporation of the Company, or (iii) the Company has no funds legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this Agreement, the Company shall not be permitted to repurchase the Option from the Grantee if (i) such repurchase - would result in a violation of the terms or provisions of, or result in a default or an event of default under, (A) the Credit Facility, dated as of - February 24, 1995 as the same may be amended, modified or supplemented from time to time (the "Credit Facility"), among WESCO, the lenders party thereto, Barclays Bank PLC, as administrative agent and Shawmut Capital Corporation, as collateral agent and (B) any indenture to be entered into with respect to debt - securities to be issued by WESCO in connection with or subsequent to the Acquisition as the same may be amended, modified or supplemented from time to time (an "Indenture") or (C) any other financing or security agreement or - document entered into in connection with the Acquisition, or the financing of the Acquisition or in connection with the operations of the Company or its subsidiaries from time to time as each may be amended, modified or supplemented from time to time (the Credit Facility, any Indenture and such other agreements and documents, are hereinafter referred to as the "Financing Agreements"), or (ii) such repurchase would violate any of the terms or provisions of the -- Certificate of Incorporation of the Company, or (iii) the Company has no funds --- legally available therefor under the General Corporation Law of the State of Delaware.

Financing Agreements, etc. Notwithstanding any other provision ------------------------- of this Agreement, the Company shall not be obligated or permitted to pay the purchase price for any Covered Options that the Company may elect to purchase from the Grantee pursuant to Section 5(c) if (i) the payment of such purchase - price would result in a violation of the terms or provisions of, or result in a default or an event of default under, any guarantee, financing or security agreement or document entered into (I) by Holding or any of its Subsidiaries - prior to the Acquisition that remains outstanding in any part on or after the Acquisition, (II) by Holding or any of its Subsidiaries in connection with the -- Acquisition, or the financing of the Acquisition, or (III) otherwise from time --- to time in connection with the operations of Holding or any of its Subsidiaries (such agreements and documents, as each may be amended, modified or supplemented from time to time, are referred to herein as the "Financing Agreements"), in -------------------- each case as the same may be amended, modified or supplemented from time to time, (ii) the payment of such purchase price would violate any of the terms or -- provisions of the Certificate of Incorporation of the Company or (iii) the --- Company has no funds legally available therefor under the laws of the state of Delaware.

Financing Agreements, etc. Notwithstanding any other provision of this Agreement, Holding shall not be permitted to repurchase any Covered Options from the Grantee if (i) such repurchase would result in a violation of the terms or provisions of, or result in a default or an event of default under (A) the Credit Agreement, dated as of November 30, 1993 (the "Credit Agreement"), among Holding, The Chase Manhattan Bank (f/k/a Chemical Bank) ("Chase"), Union Bank of Switzerland, New York Branch, as co-agents, and certain other lenders, and Chase, as administrative agent thereunder, (B) the Guarantee, dated as of November 30, 1993 (the "Guarantee"), made by Holding, as guarantor, in favor of Chase as administrative agent for several banks and other financial institutions named thereunder, (C) the Indenture, dated as of November 30,

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