Common use of Non-Guarantors Clause in Contracts

Non-Guarantors. The total consideration paid for (i) the Capital Stock of any Target that does not become a Subsidiary Loan Party, (ii) in the case of an asset acquisition, assets of any Target that are not acquired by the Borrower or any Subsidiary Loan Party and (iii) Equity Accretive Investments in Restricted Subsidiaries that do not in conjunction with such investments become Subsidiary Loan Parties, when taken together with the total consideration for all such Persons and assets so acquired after the Effective Date, shall not exceed the sum of (A) the greater of $150,000,000 and 6.0% of Consolidated Total Assets (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment) as of the last day of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (B) amounts otherwise available under clauses (q), (s) and (y) of Section 6.04; provided that the limitation described in this clause (v) shall not apply to any acquisition to the extent the Target so acquired (or the Person owning the assets so acquired) becomes a Subsidiary Loan Party even though such Person owns Capital Stock in Persons that are not otherwise required to become Subsidiary Loan Parties, if, in the case of this clause (y) (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition is generated by Person(s) that will become Subsidiary Loan Parties (i.e., disregarding any Adjusted EBITDA generated by Restricted Subsidiaries of such Subsidiary Loan Parties that are not (or will not become) Subsidiary Loan Parties).

Non-Guarantors. The total consideration paid for (ii1 ) the Capital Stock of any Target that does not become a Subsidiary Loan Party, (iiii2) in the case of an asset acquisition, assets of any Target that are not acquired by the thea Borrower or any Subsidiary Loan Party and (iiiiii3) Equity Accretive Investments in Restricted Subsidiaries that do not in conjunction with such investments become Subsidiary Loan Parties, when taken together with the total consideration for all such Persons and assets so acquired after the Effective EffectiveFourth Amendment Date, shall not exceed the sum of (A) the greater of $150,000,000 and 6.0% of Consolidated Total Assets (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment) as of the last day of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (B) amounts otherwise available under clauses (e), (q), (s) and (y) of Section 6.04; provided that the limitation described in this clause (vviii) shall not apply to any acquisition to the extent the Target so acquired (or the Person owning the assets so CREDIT AGREEMENT, Page 131 acquired) becomes a Subsidiary Loan Party even though such Person owns Capital Stock in Persons that are not otherwise required to become Subsidiary Loan Parties, if, in the case of this clause (y) iii), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition is generated by Person(s) that will become Subsidiary Loan Parties (i.e., disregarding any Adjusted EBITDA generated by Restricted Subsidiaries of such Subsidiary Loan Parties that are not (or will not become) Subsidiary Loan Parties).

Non-Guarantors. The total consideration paid for (i1) the Capital Stock of any Target that does not become a Subsidiary Loan Party, (ii2) in the case of an asset acquisition, assets of any Target that are not acquired by the a Borrower or any Subsidiary Loan Party and (iii3) Equity Accretive Investments in Restricted Subsidiaries that do not in conjunction with such investments become Subsidiary Loan Parties, when taken together with the total consideration for all such Persons and assets so acquired after the Effective FourthFifth Amendment Date, shall not exceed the sum of (A) the greater of $150,000,000 and 6.0% of Consolidated Total Assets (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment) as of the last day of the most recent four fiscal quarter period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (B) amounts otherwise available under clauses (e), (q), (s) and (y) of Section 6.04; provided that the limitation described in this clause (viii) shall not apply to any acquisition to the extent the Target so acquired (or the Person owning the assets so acquired) becomes a Subsidiary Loan Party even though such Person owns Capital Stock in Persons that are not otherwise required to become Subsidiary Loan Parties, if, in the case of this clause (yiii), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition (as reasonably estimated by the Parent Borrower in good faith on the date of the definitive agreement for such Investment), not less than 65.0% of the Adjusted EBITDA of the Target(s) acquired in such acquisition is generated by Person(s) that will become Subsidiary Loan Parties (i.e., disregarding any Adjusted EBITDA generated by Restricted Subsidiaries of such Subsidiary Loan Parties that are not (or will not become) Subsidiary Loan Parties).