Common use of Permitted Acquisitions Clause in Contracts

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the U.S. Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-post closing purchase price adjustments required (in the good faith determination of the U.S. Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the U.S. Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-180 day period (such period for any Permitted Acquisition, a “Post-Closing Period”) ” following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Post Closing Periods ended during the Post-Post Closing Period of such Permitted Acquisition), there the (x) Total Unutilized Revolving Loan Commitment (as defined in the ABL Credit Agreement) or, if less, the amount which could then be borrowed thereunder giving effect to the “borrowing base” or similar limitations on amounts permitted to be borrowed thereunder or (y) in the event that the ABL Credit Agreement shall exist no Compliance Periodhave been replaced or refinanced, undrawn available amounts under other working capital revolving credit facilities of the U.S. Borrower (determined based on the relevant total commitments and borrowing base or other similar limitations as applicable), shall equal or exceed $30,000,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.178.18; (vii) the U.S. Borrower determines in good faith that the U.S. Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 9.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified JurisdictionJurisdiction (for such purpose, treating as “Qualified Jurisdictions” the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be “Qualified Non-U.S. Obligors” pursuant to clause (i) of the proviso appearing in the definition of “Qualified Non-U.S. Obligors”), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the U.S. Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iiiv) and (viii).;

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.12 and the requirements contained in the definition of Permitted Acquisition, the Borrower Company and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Holders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Company shall have given the Administrative Agent (on behalf holders of the Lenders) at least 10 Business Days’ Notes prior written notice of the proposed Permitted AcquisitionAcquisition in accordance with the definition thereof; (iii) calculations are made by the Company of (x) compliance with the covenants contained in Sections 10.8, 10.9 and 10.10 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Closing Date, calculated as if the covenants contained in said Sections 10.8, 10.9 and 10.10 had been applicable from the first day of the Calculation Period) and (y) compliance, on a Pro Forma Basis, with Sections 10.8, 10.9 and 10.10 immediately after giving effect to the consummation of the respective Permitted Acquisition (for this purpose, using the same ratio which will be required to be met on the last day of the first fiscal quarter ended on or after the date upon which the respective Permitted Acquisition is consummated), and the Parent shall be in compliance therewith; (iv) after giving effect to the updating of schedules to reflect transactions related to Permitted Acquisitions, all representations and warranties contained herein and in the other Credit Finance Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; and (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Parent shall have delivered to the Administrative Agent holders of Notes on the date of the consummation of such proposed Permitted AcquisitionAcquisition (or earlier if such Officer’s Certificate has been delivered to the Lenders), an officerOfficer’s certificate executed by an Authorized Officer Certificate of the BorrowerGeneral Partner, certifying to the best of his his/her knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses clause (iii) and (viiisuch calculations to be approved by the Required Holders).

Permitted Acquisitions. (a) Subject to the provisions of Section 8.08(b) and this Section 9.14 9.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower Aleris and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): either (i) the consideration for the respective Permitted Acquisition shall consist solely of Qualified Equity Interests of Aleris and no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or and immediately after giving effect thereto; , (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition Liquidity Conditions are satisfied (both before and after giving effect theretoto the respective Permitted Acquisition) at such time or (iii) subject to the last sentence of this Section 9.13(a), unless stated the aggregate consideration (excluding consideration in form of Qualified Equity Interests, and treating any such consideration as if not paid under this clause (iii) for purposes of determinations pursuant to relate Sections 10.05(xvi) and 10.08(i)(y)) for all Permitted Acquisitions made at any time when the Acquisition Liquidity Conditions are not satisfied pursuant to a specific earlier datethis Section 9.13(a)(iii) would not exceed $40,000,000 in the aggregate since the Closing Date, in which case such representations and warranties shall be true and correct in all material respects as less the sum of such earlier date; (iv1) the Borrower provides aggregate amount of Investments previously made by Aleris or any of its Subsidiaries pursuant to Section 10.05(xvi) since the Administrative Agent Original Closing Date (on behalf of determined as the Lenders) as soon as available but not later than 5 Business Days after the execution thereofamount originally advanced, a copy of any executed purchase agreement loaned or similar agreement with respect to such Permitted Acquisition; otherwise invested (v) after without giving effect to such Permitted Acquisition any write-downs or write-offs thereof), less any returns on the respective investment not to exceed the original amount invested), and (2) the payment aggregate amount of all post-closing purchase price adjustments required (in payments, prepayments and redemptions of Indebtedness previously made by Aleris or any of its Subsidiaries pursuant to Section 10.08(i)(y) since the good faith determination of Original Closing Date. If the Borrower) in connection with aggregate consideration for such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected determined in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this preceding clause (viiiiii)) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equals or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed exceeds $300,000,000; and (ix) the Borrower 10,000,000 Aleris shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii) (to the extent applicable). In the event that Aleris or a Subsidiary consummates an acquisition, makes an Investment, pays a Dividend or pays, prepays or redeems Indebtedness (each an “Action”) in reliance on the basket provided under Section 9.13(a)(iii), inclusiveSection 10.05(xvi), Section 10.04(xii), or Section 10.08(i)(y), as the case may be, and clauses (v) through (viii)the Acquisition Liquidity Conditions are thereafter satisfied, inclusive, such Action shall be deemed to have been made at a time when the Acquisition Liquidity Conditions are satisfied and containing the calculations required by the preceding clauses (iii) and (viii)shall not be deemed to be a utilization of such basket.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 10.17 and the requirements contained in the definition of “Permitted Acquisition”, the Revolving Borrower and any each Subsidiary of its Wholly-Owned Subsidiaries the Revolving Borrower may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition Acquisition, or immediately after giving effect thereto; (ii) the Borrower Holdings shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Agents), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) Holdings shall be in compliance with respect to the financial covenants contained in Sections 11.08 and 11.09, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of Aggregate Consideration paid or payable for all other Permitted Acquisitions theretofore consummated, does not exceed the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted AcquisitionAcquisition Basket Amount; (vvi) immediately before and after giving effect to such Permitted Acquisition and (but, for this purpose calculated as if the payment of all post-closing purchase price adjustments required or earnouts (in the good faith reasonable determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments or earnouts may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition)), there Availability at such time shall exist no Compliance Periodequal or exceed $2,500,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; and (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its U.S. Borrower, the Canadian Borrower, each Wholly-Owned Subsidiary of the U.S. Borrower which is a Credit Party and, in the case of a Foreign Permitted Acquisition, Wholly-Owned Restricted Subsidiaries of the U.S. Borrower that are not Credit Parties may from time to time after the Amendment No 1 Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the U.S. Borrower with respect to the financial covenants contained in Section 10.09 (whether or not such covenant is applicable at such time in accordance with its terms) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all representations other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and warranties contained herein such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; provided that, if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) shall be required to be made on a Pro Forma Basis as otherwise required above, but both after giving effect to (x) first, the acquisition of shares of the Target actually acquired pursuant to the initial acquisition of shares (but not giving effect to any subsequent merger or share acquisition or acquisitions to be effected as part of the Two-Step Permitted Acquisition) and (y) second, to the actions described in preceding clause (x) and the subsequent merger or share acquisition or acquisitions which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants for such Calculation Period referenced above would have been complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger or share acquisition or acquisitions is or are ever effected); (iv) [reserved], (v) the aggregate purchase price (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount of any deferred purchase price (excluding earn-outs, other post-closing contingent payments and working or similar purchase price adjustments) at any time paid or payable in connection therewith) paid or payable for the proposed Permitted Acquisition, when added to the aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated from and after the Amendment No. 1 Effective Date, shall not exceed $250,000,000 in the aggregate; provided that the aggregate consideration (calculated as provided above) paid by the U.S. Borrower and its Restricted Subsidiaries in connection with Permitted Acquisitions consummated from and after the Amendment No. 1 Effective Date made by one or more Foreign Subsidiaries (other than any Canadian Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as Party) of the U.S. Borrower or where the respective Acquired Entity or Business is outside, or is organized outside (or the Person that is the target Company of the respective Permitted Acquisition owns assets which are located outside), the United States and Canada (or if only a portion the assets of such respective Acquired Entity or Business is located outside of the United States and Canada, the fair market value of such portion of assets located outside of the United States and Canada) shall not exceed $50,000,000; provided further that, if the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary which is a Credit Party utilizes any Available Amount to effect, in whole or in part, any Permitted Acquisition, the amount so utilized pursuant to this proviso shall not be included in determining compliance with this clause (v); (vi) on the date of the consummation of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier datethe sum of (a) all cash and Cash Equivalents (in each case, free and clear of any Lien other than nonconsensual Liens permitted by Section 10.01 and other Liens created under any Credit Document) included in which case such representations the consolidated balance sheet of Holdings and warranties shall be true and correct in all material respects its Restricted Subsidiaries as of such earlier date; date plus (ivb) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement Total Unutilized Revolving Loan Commitment shall equal or similar agreement with respect to such Permitted Acquisitionexceed $25,000,000; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer or treasurer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of Section 8.08(b) and this Section 9.14 9.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower Aleris and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): either (i) the consideration for the respective Permitted Acquisition shall consist solely of Qualified Equity Interests of Aleris and no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or and immediately after giving effect thereto; , (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition Liquidity Conditions are satisfied (both before and after giving effect theretoto the respective Permitted Acquisition) at such time or (iii) subject to the last sentence of this Section 9.13(a), unless stated the aggregate consideration (excluding consideration in form of Qualified Equity Interests, and treating any such consideration as if not paid under this clause (iii) for purposes of determinations pursuant to relate Sections 10.03(x), 10.05(xvi) and 10.08(i)(y)) for all Permitted Acquisitions made at any time when the Acquisition Liquidity Conditions are not satisfied pursuant to a specific earlier datethis Section 9.13(a)(iii) would not exceed $40,000,000 in the aggregate since the Closing Date, in which case such representations and warranties shall be true and correct in all material respects as less the sum of such earlier date; (iv1) the Borrower provides aggregate amount of Investments previously made by Aleris or any of its Subsidiaries pursuant to Section 10.05(xvi) since the Administrative Agent Closing Date (on behalf of determined as the Lenders) as soon as available but not later than 5 Business Days after the execution thereofamount originally advanced, a copy of any executed purchase agreement loaned or similar agreement with respect to such Permitted Acquisition; otherwise invested (v) after without giving effect to such Permitted Acquisition any write-downs or write-offs thereof), less any returns on the respective investment not to exceed the original amount invested), (2) the aggregate amount of Dividends previously paid by Aleris or any of its Subsidiaries pursuant to Section 10.03(x) since the Closing Date and (3) the payment aggregate amount of all post-closing purchase price adjustments required (in payments, prepayments and redemptions of Indebtedness previously made by Aleris or any of its Subsidiaries pursuant to Section 10.08(i)(y) since the good faith determination of Closing Date. If the Borrower) in connection with aggregate consideration for such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected determined in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this preceding clause (viiiiii)) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equals or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed exceeds $300,000,000; and (ix) the Borrower 10,000,000 Aleris shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii) (to the extent applicable). In the event that Aleris or a Subsidiary consummates an acquisition, makes an Investment, pays a Dividend or pays, prepays or redeems Indebtedness (each an “Action”) in reliance on the basket provided under Section 9.13(a)(iii), inclusiveSection 10.05(xvi), Section 10.03(x), Section 10.04(xii), or Section 10.08(i)(y), as the case may be, and clauses (v) through (viii)the Acquisition Liquidity Conditions are thereafter satisfied, inclusive, such Action shall be deemed to have been made at a time when the Acquisition Liquidity Conditions are satisfied and containing the calculations required by the preceding clauses (iii) and (viii)shall not be deemed to be a utilization of such basket.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the The Borrower and any and/or one or more of its Wholly-Owned Restricted Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) no Equity Interests of Holdings or any of its Subsidiaries are used as consideration for the Permitted Acquisition other than Holdings Common Stock and/or Qualified Preferred Stock of Holdings; (iii) in the case of any Permitted Acquisition with a Fair Market Value in excess of $3,000,000, the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such any Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case or such representations and warranties shall shorter period of time as may be true and correct in all material respects as of such earlier date; (iv) the Borrower provides reasonably acceptable to the Administrative Agent (on behalf Agent), which notice shall describe in reasonable detail the principal terms and conditions of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (viv) after giving effect to such in the case of a Permitted Acquisition and by a Qualified Credit Party of a Person who does not become a Qualified Credit Party (or assets which will be acquired by such a Person pursuant to a Permitted Acquisition), the payment of all post-closing purchase price adjustments required (in Aggregate Consideration payable for the good faith determination of proposed Permitted Acquisition, when added to the Borrower) in connection with such Permitted Acquisition (and Aggregate Consideration paid or payable for all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures by Persons who are not, or of Persons who do not become, Qualified Credit Parties (and the financing thereof) reasonably anticipated assets acquired by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired Persons pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted AcquisitionAcquisitions), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed the greater of (x) $300,000,000; 20,000,000 and (ixy) 30% of Consolidated EBITDA as of the last day of the most recent Test Period, except to the extent any excess amounts are justified as Investments pursuant to Section 9.05(p) or (r) and which meet the requirement thereof), (v) immediately after giving effect to any such Permitted Acquisition on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenant set forth in Section 9.11 as of the most recent Calculation Period, and (vi) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrower, Borrower certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.15 and the requirements contained in the definition of Permitted Acquisition, the each Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of a Borrower which is a Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Borrowers shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrowers with respect to the financial covenants contained in Sections 8.08 through 8.11, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrowers for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 8.08 through 8.11, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 8.08 through 8.11, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement Aggregate Consideration paid or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and payable for all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and theretofore consummated since the financing thereof) reasonably anticipated by Funding Date, does not exceed the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17Basket Amount; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Borrowers shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowertheir chief financial officers, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii) ), (iv), and (vi); and (viii)) a Material Contract Termination Event shall not have occurred and be continuing.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) to the extent any such Permitted Acquisition involves Aggregate Consideration of $10.0 million or more, the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) to the extent any such Permitted Acquisition involves Aggregate Consideration of $10.0 million or more, the Borrower shall certify that the financial covenants in Sections 10.08 and 10.09 would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) to the extent any such Permitted Acquisition involves Aggregate Consideration of $10.0 million or more, all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement Aggregate Consideration paid or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and payable for all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and theretofore consummated during the financing thereof) reasonably anticipated by then fiscal year of the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180and any contingent purchase price, earn-day period (such period for any Permitted Acquisitionout, a “Postnon-Closing Period”) following such Permitted Acquisition (compete and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period similar obligations of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely relating to assume or become liable for material increased contingent liabilities as a result of such proposed any Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 actually paid in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictionsfiscal year, does not exceed $300,000,000the Permitted Acquisition Basket Amount for such fiscal year; and (ixvi) to the extent any such Permitted Acquisition involves Aggregate Consideration of $10.0 million or more, the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii) and (viiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower RPP USA and any of its Wholly-Wholly Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower RPP USA shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by RPP USA demonstrating that the Adjusted Bank Leverage Ratio on the last day of the relevant Calculation Period would not be greater than the Maximum Permitted Acquisition Bank Leverage Ratio at such time, calculated on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (iv) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000; (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower RPP USA provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvi) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerRPP USA) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower RPP USA to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Periodequal or exceed $25,000,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; and (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower RPP USA shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the BorrowerRPP USA, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations required by the preceding clauses clause (iii), (iv) and (viiivi); provided, however, that so long as (x) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (y) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, RPP USA shall not be required to comply with clauses (ii) and (v) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (vii) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated."

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.13, Section 9.02(ii) and the requirements contained in the definition of Permitted Acquisition (and, if applicable, Two-Step Permitted Acquisition), the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of any Permitted Acquisition, (ii) based on calculations made by the proposed U.S. Borrower on a Pro Forma Basis after giving effect to the respective Permitted Acquisition and any Indebtedness (including, without limitation, Acquired Indebtedness and any Revolving Loans) incurred, issued or assumed in connection with the respective Permitted Acquisition or to finance same, no Default or Event of Default will exist under, or would have existed during the periods covered by, the financial covenants contained in Sections 9.08 through 9.11, inclusive, of this Agreement; provided that if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (ii) and following clause (iii) shall be required to be made on a Pro Forma Basis as otherwise required above or below, as the case may be, both after giving effect to (x) first, the acquisition of shares of the Target actually acquired pursuant to the First Step of the respective Two-Step Permitted Acquisition (but not giving effect to any subsequent merger or compulsory share acquisition to be effected as part of the Two-Step Permitted Acquisition) and (y) second, to the actions described in preceding clause (x) and the subsequent merger or compulsory share acquisition which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants referenced above or below, as the case may be, would have been (or are projected to be) complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger or compulsory share acquisition is ever effected), (iii) based on good faith projections prepared by the U.S. Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08 through 9.11 inclusive shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08 through 9.11, inclusive, of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; provided that if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) all representations and warranties shall be subject to the requirements contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition proviso to preceding clause (both before and after giving effect theretoii), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the U.S. Borrower provides to shall certify that the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall could not reasonably be effected expected to result in accordance with the relevant requirements of Section 9.17; increased tax (vii) the Borrower determines in good faith that the Borrower excluding income and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent similar tax liabilities as a result of such increased earnings which may result from the respective Permitted Acquisition), ERISA or environmental liabilities with respect to the U.S. Borrower or any of its Subsidiaries, in each case that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, it being understood that any determination of whether the proposed Permitted Acquisition could reasonably be expected to result in such a Material Adverse Effect shall take into account, inter alia, (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viiix) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; any available indemnities and (ixy) the timing and likelihood of payment thereunder and (v) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer Representative of the U.S. Borrower, certifying (A) to the best of his knowledge, compliance with the requirements of preceding clauses (i), (ii) through and (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (ii) and (iii) and (viiiB) compliance with the requirements of Section 9.02(ii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.12 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted AcquisitionsAcquisitions in accordance with the definition thereof, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent and the Lenders (on behalf of the Lendersx) at least 10 5 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition and (y) a copy of any "Phase One" or "Phase Two" environmental assessment that the Borrower, in its discretion, obtained in connection with the proposed Permitted Acquisition; (iii) in the case of a Significant Acquisition, calculations are made by Holdings with respect to the financial covenants contained in Sections 8.11 and 8.12 for the Test Period most recently ended on a Post-Test Period Pro Forma Basis as if the respective Significant Acquisition (as well as all other Significant Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Test Period) had occurred on the first day of' such Test Period, and such calculations shall show that such financial covenants would have been complied with if the respective Permitted Acquisition had occurred on the first day of such Test Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides Aggregate Consideration for such Permitted Acquisitions shall not exceed either (x) that amount which, when added to the Administrative Agent Aggregate Consideration for all other Permitted Acquisitions theretofore consummated during the fiscal year in which such Permitted Acquisition is consummated, equals $15,000,000 (on behalf although the provisions of the Lendersthis sub-clause (x) as soon as available but shall not later than 5 Business Days apply at any time after the execution thereofreceipt of financial statements pursuant to Section 7.01(a) or (b) for a fiscal quarter or year ended on or after March 31, a copy of 2003 if, and so long as, the Consolidated Leverage Ratio for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or (b), as the case may be, is less than or equal to 3.75:1.00, it being understood and agreed that any executed purchase agreement or similar agreement Permitted Acquisition made in accordance with respect to such Permitted Acquisition; this clause (v) at any time during a fiscal year when this sub-clause (x) was not applicable shall continue to be permitted at any time during -48- such fiscal year when the $15,000,000 per annum limitation contained above in this sub-clause (x) is subsequently applicable during such fiscal year, although such per annum limitation shall affect the amount of future Permitted Acquisitions permitted during such fiscal year in accordance with this sub-clause (x)) or (y) that amount which, when added to the Aggregate Consideration for all other Permitted Acquisitions theretofore consummated after the Effective Date, equals $50,000,000; (vi) in addition to the requirements of preceding clause (v), in the case of Permitted Acquisitions made after the Effective Date by any Foreign Subsidiary or where the respective Acquired Entity or Business is outside, or is organized outside, the United States (or any portion thereof is so organized or located outside the United States) (A) the sum of the Aggregate Consideration for all such Permitted Acquisitions (in the case where a Qualified Credit Party is making the respective Permitted Acquisition and only a portion of the respective Acquired Entity or Business is organized or located outside the United States, calculated including only the fair market values of such assets located, or (without duplication) owned by any Person (or a Subsidiary of any Person) that is the target Company of the respective Permitted Acquisition and is organized, outside of the United States) shall not exceed $15,000,000 (although the $15,000,000 amount described above shall be deemed changed to "$30,000,000" at any time after the receipt of financial statements pursuant to Section 7.01(a) or (b) for a fiscal quarter or year ended on or after March 31, 2003 if, and so long as, the Consolidated Leverage Ratio for the Test Period most recently ended for which financial statements have been delivered pursuant to Section 7.01(a) or (b), as the case may be, is less than or equal to 3.75:1.00, it being understood and agreed that any Permitted Acquisition made in accordance with this clause (vi) at a time when the $30,000,000 amount pursuant to this parenthetical was applicable shall continue to be permitted at any time when the limitation is subsequently reduced to $15,000,000, although such reduction shall affect the amount of future Permitted Acquisitions permitted in accordance with this clause (vi)) and (B) no such Permitted Acquisition described in this clause (vi) may be effected if same would reduce the Permitted Foreign Investment Amount and, after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, howeverreduction, the respective proposed Permitted Acquisition shall not Foreign Investment Amount would be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed less than $300,000,0000; and (ixvii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer the chief financial officer or controller of the Borrower, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the to establish compliance with preceding clauses (iii) (if applicable), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its the Subsidiary Guarantors that are Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ (or such shorter period of time as may be reasonably acceptable to the Administrative Agent) prior written notice of any Permitted Acquisition, which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) the Borrower shall have provided to the Administrative Agent and the Lenders as soon as available but not later than five Business Days (or such shorter period of time as may be reasonably acceptable to the Administrative Agent) after the execution thereof, a copy of any executed purchase agreement or similar agreement (and the exhibits and schedules thereto) with respect to each such Permitted Acquisition; (iv) the Lenders shall have received (x) in the case of a proposed Permitted Acquisition in which the aggregate Maximum Permitted Consideration is at least $20,000,000, audited year end financial statements for at least the previous fiscal year and, to the extent available, interim unaudited quarterly financial statements for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition and (y) in the case of each proposed Permitted Acquisition, a pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recently ended fiscal quarter of Holdings and a pro forma consolidated statement of income of Holdings and its Subsidiaries for the most recently ended four fiscal quarter period, in each case on a Pro Forma Basis after giving effect to such proposed Permitted Acquisition; (iiiv) calculations are made by the Borrower showing compliance with the financial covenant contained in Section 9.07 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period (regardless of whether Section 9.07 is otherwise required to be complied with at such time), and such recalculations shall show that such financial covenant would have been complied with as of the last day of such Calculation Period if the respective Permitted Acquisition had occurred on the first day of such Calculation Period; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such the respective Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides Maximum Permitted Consideration for the respective Permitted Acquisition, when added to the Administrative Agent (on behalf of aggregate Maximum Permitted Consideration paid for all other Permitted Acquisitions theretofore or then being consummated, does not exceed the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to Permitted Acquisition Basket Amount at such Permitted Acquisitiontime; (vviii) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the Total Unutilized Revolving Loan Commitment shall equal or exceed the sum of (x) $15,000,000 plus (y) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated as determined by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000faith; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Financial Officer of the Borrowerthereof, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiv), (vi) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time after December 31, 1996 effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09, 9.10 and 9.11 for the Test Period (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09, 9.10 and 9.11 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09, 9.10 and 9.11 of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) the Borrower shall certify, and the Agent shall have been satisfied in its reasonable discretion, that the proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA, environmental or other contingent liabilities with respect to Parent or any of its Subsidiaries; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed or issued in connection therewith, (II) the greater of the aggregate liquidation preference and the fair market value (as determined in good faith by the Board of Directors of Parent) of any stock issued (other than common stock of Parent, provided that no Default or Event of Default under Section 10.10 exists or would result therefrom) as part of the purchase price therefor and (III) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements, but excluding common stock of the Parent referenced in the immediately preceding parenthetical, for (x) any such proposed Permitted Acquisition shall not exceed $5,000,000 and (y) any such proposed Permitted Acquisition and all other Permitted Acquisitions consummated prior to such Permitted Acquisition shall not exceed $15,000,000; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Total Unutilized Revolving Loan Commitment shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equal or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00015,000,000; and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiivi), inclusive, and clauses (v) through (viii), inclusive, ) and (ix) and containing the calculations required by the preceding clauses (iii), (iv), (viii) and (viiiix).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Qualified Wholly-Owned Subsidiaries Subsidiary may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) except as provided below in this Section 9.15, the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the financial covenants contained in Sections 10.08 and 10.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that the respective levels of the Borrower’s financial performance measured by such financial covenants are at least 0.25 better (i.e., at least 0.25 higher in the case of the Interest Expense Coverage Ratio and 0.25 lower in the case of the Total Leverage Ratio) than those respective levels otherwise required to have been complied with by the Borrower for such Calculation Period pursuant to such Sections 10.08 and 10.09; (iv) all representations and warranties of the Credit Parties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; and (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken except as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above provided below in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted AcquisitionSection 9.15, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the BorrowerOfficer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiiv), inclusive, and containing the calculations (in reasonable detail) (A) required by the preceding clauses clause (iii) and (viiiB) necessary to establish the Acquired EBITDA and consolidated gross revenues from continuing operations of the Acquired Entity or Business acquired pursuant to each Permitted Acquisition for the most recently ended 12-month period for which financial statements are available for such Acquired Entity or Business; provided, however, the notice and certificate referred to in preceding clauses (ii) and (v) shall not be required to be so delivered for any Permitted Acquisition in which the Xxxxxxxxx Xxxxxxxxxxxxx payable is $5,000,000 or less (although all other conditions set forth above and below in this Section 9.15 shall be required to be complied with in accordance with the terms thereof whether or not any such notice or certificate is required to be delivered).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.16 and the requirements contained in the definition of Permitted Acquisition, from and after January 1, 2004 the Borrower and any each of its Wholly-Owned Subsidiaries that are Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) the Administrative Agent and the Lenders shall have received, to the extent available, audited year end financial statements for at least the previous fiscal year and interim unaudited quarterly financial statements for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition, although to the extent that such audited year end financial statements are not available, the Administrative Agent shall be reasonably satisfied with the form and scope of all financial statements for such Acquired Entity of Business for the then most recently ended fiscal year of such Acquired Entity or Business and for the then current fiscal year of such Acquired Entity or Business; (iv) calculations are made by the Borrower with respect to the financial covenants contained in Sections 9.08 through 9.11, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 through 9.11, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08 through 9.11, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (vi) all of the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides Maximum Permitted Consideration for the respective Permitted Acquisition, when added to the Administrative Agent (on behalf of the Lenders) as soon as available but aggregate Maximum Permitted Consideration paid for all other Permitted Acquisitions consummated during such fiscal year, does not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisitionexceed $50,000,000; (vviii) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of the Total Unutilized Revolving Loan Commitment then in effect plus the aggregate amount of all Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall equal or exceed the sum of (I) $25,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated as determined by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000faith; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s (with copies for each Lender) a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusiveinclusive (to the extent applicable), and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iv), (v), (vii) and (viii) (to the extent applicable) and (B) necessary to establish the Acquired EBITDA of the Acquired Entity or Business acquired pursuant to each Permitted Acquisition for the most recently ended 12-month period for which financial statements are available for such Acquired Entity or Business; provided, however, the provisions of clauses (ii), (iii) and (viii)v) above shall not be applicable to Permitted Acquisitions in which the Maximum Permitted Consideration is less than $5,000,000.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Endeavour Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Payee otherwise specifically agree agrees in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Payer shall have given to the Administrative Agent (on behalf of the Lenders) Payee at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Payee), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) drafts of the definitive documentation for each such Permitted Acquisition shall have been delivered to the Payee at least five Business Days’ prior to the consummation thereof (with subsequent drafts to be delivered to the Payee as and when such drafts become available to the Payer); (iv) all representations and warranties contained herein and in the other Credit Reimbursement Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition is permitted under, and the payment of all post-closing purchase price adjustments required (is consummated in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisitionaccordance with, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted AcquisitionSection 8.02(n), there shall exist no Compliance Periodor (p); and (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Payer shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s Payee a certificate executed by an Authorized Officer of the BorrowerPayer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses clause (iii) and (viiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower each of Holdings, BFPH and any of its their respective Wholly-Owned Subsidiaries Subsidiaries, may from time to time after the Restatement Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): as: (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Holdings or BFPH shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 3 Business Days’ ' prior written notice of any Permitted Acquisition, PROVIDED that in the case of a Permitted Acquisition for aggregate consideration of $25,000,000 (or the Sterling Equivalent thereof in the case of a Permitted Acquisition to be effected with consideration denominated in Pounds Sterling) or less, no such notice shall be required unless a Borrowing of Revolving Loans shall be used to effect such Permitted Acquisition, in which case written notice of such Permitted Acquisition shall be given at the time of the delivery of a Notice of Borrowing in respect of such Borrowing of Revolving Loans; (iii) calculations are made by Holdings or BFPH of compliance with the covenants contained in Sections 9.08 and 9.09 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended, PROVIDED that if financial statements for the last month of the fiscal quarter most recently ended have not yet been delivered (and were not required to be delivered) pursuant to Section 8.01(a), then compliance with the covenants described above shall instead be tested for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended for which financial statements have been delivered (or were required to be delivered) pursuant to Section 8.01(b) or (c), as the case may be, prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Restatement Effective Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 had been applicable from the first day of the Calculation Period); PROVIDED that if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) shall be required to be made on a PRO FORMA BASIS as otherwise required above, but both after giving effect to (x) FIRST, the acquisition of shares of the Target actually acquired pursuant to the respective tender offer (but not giving effect to any subsequent merger or compulsory share acquisition to be effected as part of the Two-Step Permitted Acquisition) and (y) SECOND, to the actions described in preceding clause (x) and the subsequent merger or compulsory share acquisition which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants referenced above would have been complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (I.E., whether or not the subsequent merger or compulsory share acquisition is ever effected); (iv) Holdings or BFPH shall have examined the tax, ERISA, environmental and other contingent liabilities to be assumed in connection with, or acquired or incurred as a result of, the proposed Permitted AcquisitionAcquisition and shall have determined that the assumption of such contingent liabilities (x) would not reasonably be likely to result in a Material Adverse Effect and (y) will not, on a prospective basis, impair Holdings' ability to comply with the financial covenants contained in Sections 9.08 and 9.09; (iiiv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower Holdings or BFPH provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; and (vvii) after giving effect immediately prior to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination consummation of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any proposed Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume Holdings or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower BFPH shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer Representative of the BorrowerHoldings or BFPH certifying, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, (iv) and clauses (v) through and, in the case of a Permitted Acquisition for aggregate consideration of more than $25,000,000 (viiior the Sterling Equivalent thereof), inclusive, clause (iii) and containing the calculations required by the preceding clauses said clause (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower, the Canadian Borrower and any of its each Wholly-Owned Subsidiaries Subsidiary of the U.S. Borrower which is a Credit Party may from time to time after the Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the U.S. Borrower with respect to the financial covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; provided that, if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) shall be required to be made on a Pro forma Basis as otherwise required above, but both after giving effect to (x) first, the acquisition of shares of the Target actually acquired pursuant to the initial acquisition of shares (but not giving effect to any subsequent merger or share acquisition or acquisitions to be effected as part of the Two-Step Permitted Acquisition) and (y) second, to the actions described in preceding clause (x) and the subsequent merger or share acquisition or acquisitions which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants referenced above would have been complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger or share acquisition or acquisitions is or are ever effected); (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount of any deferred compensation or deferred purchase price (including any earn-outs) at any time paid or payable in connection therewith) paid or payable for the proposed Permitted Acquisition, when added to the Administrative Agent aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated from the Effective Date, shall not exceed $75,000,000 in the aggregate; provided that, if the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary which is a Credit Party utilizes (on behalf of 1) any Available Retained ECF Amount, (2) the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy proceeds of any executed purchase agreement equity contribution made to Holdings by an investment fund managed by Xxxxx & Company or similar agreement with respect other stockholders of Holdings which were stockholders of Holdings on the Initial Borrowing Date (including management to such the extent the same constituted stockholders on the Initial Borrowing Date) or (3) the proceeds of any other equity contribution made to Holdings, and, in each case, contributed by Holdings to the U.S. Borrower, the Canadian Borrower or the respective Wholly-Owned Subsidiary which is a Credit Party, to effect, in whole or in part, any Permitted Acquisition, the amount so utilized pursuant to this proviso shall not be included in determining compliance with this clause (v); (vvi) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the U.S. Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures Capital Expenditures (and the financing thereof) reasonably anticipated by the U.S. Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Periodequal or exceed $15,000,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; and (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.19 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08, 9.09 and 9.10 for the Test Period (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition for which financial statements are available (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other --- ----- Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08, 9.09 and 9.10 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08, 9.09 and 9.10 as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of the Borrower) of any common stock or Qualified Preferred Stock of the Borrower provides issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 10.10 would result therefrom) and (III) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements) for any such proposed Permitted Acquisition shall not exceed either (A) $25,000,000 (or $12,500,000 in the case of the period from the Initial Borrowing Date through July 31, 1999) or (B) when added to the Administrative Agent aggregate consideration paid for all other Permitted Acquisitions consummated during such fiscal year, $50,000,000 (on behalf or $12,500,000 in the case of the Lenders) as soon as available but not later than 5 Business Days after period from the execution thereofInitial Borrowing Date through July 31, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition1999); (vvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith), the Total Unutilized Revolving Loan Commitment shall equal or exceed $5,000,000; (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable aggregate consideration paid in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all the Person or substantially all assets so acquired had more than 25% of their assets or annual revenues outside of the Acquired Entity United States (as determined from the most recently available financial information for such Person or Business so acquired were not in Qualified Jurisdictions, assets) does not exceed $300,000,000100,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, and each Lender an officer’s 's certificate executed by an Authorized Officer a senior financial officer of the Borrower, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vi), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ (or 5 Business Days’, in the case of a Specified Acquisition (as defined below)) prior written notice of the proposed any Permitted Acquisition, together with an executive summary setting forth (in reasonable detail) the principal terms and conditions of such Permitted Acquisition and a description of the business which is being acquired; (iii) calculations are made by the Borrower of compliance with the financial covenants contained in Sections 9.08, 9.09, 9.10, 9.11 and 9.12 for the respective Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period, provided, that the foregoing calculations in this clause (iii) shall not be required in respect of a Permitted Acquisition if (A) the aggregate consideration for such Permitted Acquisition does not exceed $1,000,000 and (B) no more than four other Permitted Acquisitions of the type described in the immediately preceding clause (A) shall have occurred in the fiscal quarter in which such Permitted Acquisition is to be consummated (each such Permitted Acquisition, a “Specified Acquisition”); (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith and (II) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements) for any such proposed Permitted Acquisition shall not exceed either (A) $35,000,000 or (B) when added to the Administrative Agent aggregate consideration paid for all other Permitted Acquisitions consummated during such fiscal year, $50,000,000; (on behalf of vi) the Lendersaggregate consideration (including, without limitation, (I) as soon as available but not later than 5 Business Days after the execution thereof, a copy aggregate principal amount of any executed Indebtedness assumed, incurred or issued in connection therewith and (II) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase agreement or similar agreement with respect to such price arrangements) for all Permitted Acquisition; Acquisitions shall not exceed $150,000,000 (vvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Total Unutilized Revolving Loan Commitment shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equal or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00020,000,000; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, and each Lender an officer’s certificate executed by an Authorized a Senior Financial Officer of the Borrower, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) to the extent required by the preceding clauses (iii), (v), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Credit Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Holdings shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iiiii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (it being understood that any representation or warranty that is qualified by an Applicable Qualifier shall be true and correct in all respects as written, including by giving effect to such Applicable Qualifier, as of any such date); (iviii) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days Payment Conditions are satisfied both before and after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect giving effect to such Permitted Acquisition; (viv) after giving effect to such Permitted Acquisition and if the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all assets of the Acquired Entity or Business acquired pursuant are to be included in the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, Borrowing Base as of the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with date of such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Holdings shall have delivered to the Administrative Agent a Borrowing Base Certificate, completed on a Pro Forma Basis giving effect to the date respective Permitted Acquisition; (v) to the extent any Inventory, Pharmacy Scripts and Accounts of the consummation Acquired Entity or Business are to be included in the Borrowing Base, the Administrative Agent shall have received an appraisal of such proposed Permitted Acquisitionthe Inventory and Pharmacy Scripts of the Qualified Credit Parties and a collateral examination of the Inventory, an officer’s Pharmacy Scripts, Accounts and related accounts of the Qualified Credit Parties, in each case, in scope and form, and from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and at the sole cost and expense of the Borrower; and (vi) Holdings shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the BorrowerHoldings, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses clause (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the --- ----- respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) calculations are made by the Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed 2.50:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective --- ----- Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) in the event the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition is equal to or greater than $20,000,000, the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $80,000,000 (of which no more than $50,000,000 shall consist of cash); (viii) the Maximum Permitted Consideration payable in cash in connection with the proposed Permitted Acquisition, when combined with the aggregate Maximum Permitted Consideration paid in cash in connection with all other Permitted Acquisitions consummated during the six-month period prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $125,000,000; (ix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00025,000,000; and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses (v) through vii), (viii), inclusive, ) and (ix) and containing the calculations required by the preceding clauses (iii), (iv), (vii), (viii) and (ix); provided that for purposes of -------- determining compliance with clauses (vii) and (viii)) above, shares of Borrower Common Stock purchased on the open-market in reliance on Section 9.06(vi) and issued as consideration to the respective seller in connection with the respective proposed Permitted Acquisition shall be deemed to be cash consideration, with the value of such shares to be determined as provided in the definition of Maximum Permitted Consideration.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 6.10 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Subsidiary may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice of the proposed any Permitted Acquisition; (iii) the Borrower provides to the Administrative Agent and the Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.11 and 7.12 had been applicable from the first day of the Calculation Period); (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 7.11 and 7.12 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.11 and 7.12 through the date which is one year from the date of the consummation of the respective Permitted Acquisition (it being understood that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results); (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of the Total Unutilized Revolving Commitment then in effect plus the aggregate amount of all Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall equal or exceed the sum of (I) $10,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) and as determined by the Borrower in good faith plus (III) all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all in the case of (x) a proposed Permitted Acquisition of an Acquired Person (other than a Telco or Carrier Services Company) or non- equity assets to be effected by a Qualified Subsidiary (directly or through a Subsidiary of such Qualified Subsidiary) in circumstances where the capital stock or other equity interests of the Acquired Entity or Business Person acquired pursuant to the respective such Permitted Acquisition are not to be pledged under the Pledge Agreement or the assets so acquired pursuant to such Permitted Acquisition are not held by a Person which is (or will concurrently become) a Pledged Subsidiary or (y) the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in a Qualified Jurisdiction, provided, howevercircumstances where the capital stock or other equity interests of such Telco or Carrier Services Company is (or are) not to be pledged under the Pledge Agreement, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; Pro Forma EBITDA Test is satisfied and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the BorrowerOfficer, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations required by the preceding clauses (iiiiv), (v), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) for the Calculation Period most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (exclusive of the aggregate liquidation preference or fair market value, as applicable, of any Equity Interest issued by Holdings as consideration in connection with such Permitted Acquisition) does not exceed $20,000,000; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00015,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v) and (viii), provided, however, that so long as (x) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $5,000,000 and (y) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as the proposed Permitted Acquisition, does not exceed $10,000,000, the Borrower shall not be required to comply with clauses (ii) and (vii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (ix) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.17 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor may from time to time after January 1, 2005 effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the financial covenants contained in Sections 9.08 through 9.11, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Material Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 through 9.11, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08 through 9.11, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to aggregate consideration (including, without limitation, (I) the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy aggregate principal amount of any executed purchase agreement Indebtedness assumed, refinanced, incurred or similar agreement with respect issued in connection therewith and (II) the aggregate amount paid and reasonably expected to such Permitted Acquisition; be paid (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the based on good faith determination of projections prepared by the Borrower) in connection with such pursuant to any non-compete, consulting or purchase price adjustments) payable for the proposed Permitted Acquisition (and Acquisition, when added to the aggregate consideration paid or payable for all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and effected after January 1, 2005, does not exceed the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within Amount (as determined at the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such time the respective Permitted Acquisition (is consummated and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitionafter giving effect thereto on a Pro Forma Basis), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines aggregate amount of deferred compensation or other deferred purchase price (including any earn-outs) paid in good faith that any fiscal year of the Borrower in respect of all Permitted Acquisitions (whether or not such Permitted Acquisitions were consummated during such fiscal year) shall not exceed $1,000,000 (it being understood and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingagreed, however, Indebtedness permitted to that any such deferred compensation or other deferred purchase price (including any earn-outs) shall be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all structured as a multiple of the excess of the cash flow of the Acquired Entity or Business acquired pursuant to that is the subject of the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, for the respective proposed Permitted Acquisition shall not be required to meet most recently ended 12-month period above the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with cash flow for such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000for such 12-month period selected to determine the purchase price for such Permitted Acquisition); and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 15 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) calculations are made by Holdings of (x) compliance with the covenants contained in Sections 9.08, 9.09 and 9.10 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.08, 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period) and (y) compliance with Sections 9.09 and 9.10 immediately after giving effect to the consummation of the respective Permitted Acquisition (for this purpose, using the same ratio which will be required to be met on the last day of the first fiscal quarter ended on or after the date upon which the respective Permitted Acquisition is consummated), and Holdings shall be in compliance therewith; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvi) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition does not exceed $25,000,000; (vii) the Aggregate Consideration payable in connection with the proposed Permitted Acquisition does not exceed $75,000,000; (viii) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock and Qualified Preferred Stock) paid in connection with all other Permitted Acquisitions consummated prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $100,000,000; (ix) the Aggregate Consideration payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration paid in connection with all other Permitted Acquisitions consummated prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $200,000,000; (x) after giving effect to such Permitted Acquisition and (but, for this purpose calculated as if the payment of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition)) were then being paid, there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with thereby being deemed to reduce the relevant requirements of Section 9.17; (vii) Total Unutilized Revolving Loan Commitment to the Borrower determines in good faith that the Borrower extent Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable have inadequate available cash on hand for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewithpurposes); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Total Unutilized Revolving Loan Commitment shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equal or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00010,000,000; and (ixxi) the Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the BorrowerHoldings, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiiv), inclusive, and clauses (v) through vi), (vii), (viii), inclusive, (ix) and (x) and containing the calculations required by the preceding clauses (iii), (vi), (vii), (viii), (ix) and (viii)x) .

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.14 and the requirements contained in the definition of Permitted Acquisition, the each Borrower and each other Subsidiary of GWR (to the extent that any such acquiror which is a Credit Party is able to, and does, xxxxx x Xxxx to the Collateral Agent for the benefit of its Wholly-Owned Subsidiaries the Secured Creditors on and security interest in assets acquired thereby in connection with such Permitted Acquisition, but limited to 65% of the capital stock of any Foreign Subsidiary) may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to i) such Borrower or Credit Party shall have given the extent Administrative Agent and the Required Lenders otherwise specifically agree in writing in the case Banks at least 15 Business Days' prior written notice of a specific any Permitted Acquisition): , (iii) no Default, Default or Event of Default or Compliance Period shall be is in existence at the time of the consummation of the proposed such Permitted Acquisition or would result immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) thereto and all representations and warranties contained herein and or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been were made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; , (iii) calculations are made by such Borrower or Credit Party of compliance with the covenants contained in Sections 8.08 and 8.09 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period, (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) Total Unutilized Revolving Loan Commitment shall be at least $15,000,000 after giving effect to the respective Permitted Acquisition, (v) with respect to any Permitted Acquisition the aggregate consideration in connection with which is $15,000,000 or more, projections (it being recognized by the Administrative Agent and the Banks that projections as to future events are not to be viewed as facts or factual information and that actual results during the period or periods covered thereby may differ from the projected results) prepared by the respective Borrower or Credit Party in good faith for the period from the date of the consummation of such Permitted Acquisition to the date which is one year thereafter shall reflect that the Borrowers shall be in compliance with the covenants set forth in Sections 8.08 and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions 8.09, inclusive for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Borrowers shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the BorrowerHoldings, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Borrower, each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor and each Wholly-Owned Foreign Subsidiary of the Borrower may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by Holdings with respect to the financial covenant contained in Section 10.07 for the Calculation Period most recently ended on or prior to the date of consummation of such Permitted Acquisition on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenant would have been complied with as of the last day of such Calculation Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated ) (it being understood that (x) any representation and warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects and (y) any representation and warranty which by its terms is made as of a specified earlier date shall be required to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or all respects, as the case may be) as of such specified earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition); (v) immediately before and after giving effect to such Permitted Acquisition and (but, for this purpose calculated as if the payment of all post-closing purchase price adjustments required (in the good faith reasonable determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180360-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition)) were then being paid with the proceeds of Loans, there the sum of (x) the Unrestricted cash and Cash Equivalents of the Credit Parties plus (y) the Total Unutilized Loan Commitment at such time shall exist no Compliance Periodequal or exceed $5,000,000; (vi) to the extent that such proposed Permitted Acquisition is to be consummated by a Wholly-Owned Foreign Subsidiary of the Borrower or any material portion of the business, division or product line to be acquired pursuant to such Permitted Acquisition is outside of the United States, the amount of Consolidated Tangible Domestic Assets at such time (and immediately after giving effect to such Permitted Acquisition) shall be effected in accordance with equal or exceed two times the relevant requirements amount of Section 9.17the Total Loan Commitment at such time; and (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the BorrowerOfficer, certifying to the best of his such Authorized Officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Credit Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Company shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 105 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iiiii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (it being understood that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or any similar language shall be true and correct in all respects as of any such date); (iviii) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) Payment Conditions are satisfied both before and after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingprovided, however, Indebtedness permitted to be incurred pursuant to Section 10.04 the Credit Parties may consummate Permitted Acquisitions without satisfying the requirements of this clause (iii) so long as no Default or Event of Default then exists or would result therefrom and the aggregate consideration paid (or assumed) by the Credit Parties for such Permitted Acquisitions shall not exceed (x) $10,000,000100,000,000 (net of any consideration paid in connection therewith)the form of Company Common Stock or Qualified Preferred Stock) for any single Permitted Acquisition or series of related Permitted Acquisitions or (y) $25,000,000 (net of any consideration paid in the form of Company Common Stock or Qualified Preferred Stock) for all such Permitted Acquisitions consummated in any fiscal year of the Company; (viiiiv) substantially all if the assets of the Acquired Entity or Business acquired pursuant are to be included in any Borrowing Base as of the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with date of such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Company shall have delivered to the Administrative Agent a Borrowing Base Certificate, completed on a Pro Forma Basis giving effect to the date respective Permitted Acquisition; (v) if any assets of the consummation Acquired Entity or Business are to be included in any applicable Borrowing Base, the Administrative Agent shall have received (or, if such assets would contribute an amount equal to or less than $10,000,000 to the Borrowing Base, only to the extent requested by the Administrative Agent) (x) an appraisal of thesuch assets constituting Inventory of the U.S. Borrowers so acquired in such proposed Permitted Acquisition, an officer’s (y) a collateral examination of such Inventory and (z) a collateral examination of thesuch assets constituting Accounts and related accounts of the respective Borrowers so acquired in such Permitted Acquisition, in each case, in scope and form, and from a third-party appraiser and a third-party consultant, respectively, reasonably satisfactory to the Administrative Agent and at the sole cost and expense of the Company; and (vi) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the BorrowerCompany, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculationsand demonstrating (in reasonable detail) the calculations required by the preceding clauses clause (iii).clauses (ii) and (iii) of the definition of Payment Conditions; provided, that such certificate shall not be required to contain such calculations if, at the time of such Permitted Acquisition (and (viiiafter giving pro forma effect thereto), the Credit Parties and their Subsidiaries have at least $500,000,000 in the aggregate of Unrestricted cash and Cash Equivalents.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower Aleris and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Aleris shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five (5) Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; and (iii) all representations and warranties contained herein and in either (x) the other Credit Documents shall be true and correct in all material respects with consideration for the same effect as though such representations and warranties had been made on and as of the date of such respective Permitted Acquisition shall consist solely of Aleris Common Stock or Qualified Preferred Stock of Aleris, (y) the Payment Conditions are satisfied (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is Acquisition) at such time or (z) the aggregate consideration (excluding consideration in a form of Aleris Common Stock or Qualified JurisdictionPreferred Stock, provided, however, the respective proposed Permitted Acquisition shall and treating any such consideration as if not be required to meet the requirements set forth above in paid under this clause (viiiz) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisitionfor purposes of determinations pursuant to Sections 10.03(iv), when aggregated with the Maximum Permitted Consideration payable in connection with 10.05(xv) and 10.08(i)(y)) for all other Permitted Acquisitions consummated after made at any time when the Payment Conditions are not satisfied pursuant to this Section 9.15(a)(iii)(z) would not exceed $25,000,000 in the aggregate since the Initial Borrowing Date, less the sum of (1) the aggregate amount of Investments previously made by Aleris or any of its Subsidiaries pursuant to Section 10.05(xvi) since the Initial Borrowing Date in which all (determined as the amount originally advanced, loaned or substantially all otherwise invested (without giving effect to any write-downs or write-offs thereof), less any returns on the respective investment not to exceed the original amount invested), (2) the aggregate amount of Dividends previously paid by Aleris or any of its Subsidiaries pursuant to Section 10.03(iv) since the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; Initial Borrowing Date and (ix3) the Borrower aggregate amount of payments, prepayments and redemptions of Indebtedness previously made by Aleris or any of its Subsidiaries pursuant to Section 10.08(i)(y) since the Initial Borrowing Date, and Aleris shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s (with copies for each Lender) a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses inclusive (v) through (viii), inclusive, and containing to the calculations required by the preceding clauses (iii) and (viiiextent applicable).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor may from time to time after September 30, 2003 effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the financial covenants contained in Sections 9.08 through 9.12, inclusive, and 9.13 (if applicable) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 through 9.12, inclusive, and 9.13 (if applicable) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08 through 9.12, inclusive, and 9.13 (if applicable) as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to aggregate consideration (including, without limitation, (I) the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy aggregate principal amount of any executed purchase agreement Indebtedness assumed, refinanced, incurred or similar agreement with respect issued in connection therewith and (II) the aggregate amount paid and reasonably expected to such Permitted Acquisition; be paid (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the based on good faith determination of projections prepared by the Borrower) in connection with such pursuant to any non-compete, consulting or purchase price adjustments) payable for the proposed Permitted Acquisition (and Acquisition, when added to the aggregate consideration paid or payable for all other Permitted Acquisitions for which theretofore consummated during such purchase price adjustments may be required to be made) and all capital expenditures (and fiscal year, does not exceed the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (Basket Amount for such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17fiscal year; (vii) the Borrower determines aggregate amount of deferred compensation or other deferred purchase price (including any earn-outs) paid in good faith that any fiscal year of the Borrower in respect of all Permitted Acquisitions (whether or not such Permitted Acquisitions were consummated during such fiscal year) shall not exceed $1,000,000 (it being understood and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingagreed, however, Indebtedness permitted to that any such deferred compensation or other deferred purchase price (including any earn-outs) shall be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all structured as a multiple of the excess of the cash flow of the Acquired Entity or Business acquired pursuant to that is the subject of the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, for the respective proposed Permitted Acquisition shall not be required to meet most recently ended 12-month period above the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with cash flow for such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000for such 12-month period selected to determine the purchase price for such Permitted Acquisition); and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries each Obligor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) the Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Aggregate Consideration paid or payable for all other Permitted Acquisitions theretofore consummated during the then Fiscal Year of the Obligors’ Agent, does not exceed the Permitted Acquisition Basket Amount for such Fiscal Year; and (ii) no Default, Event of Default shall have occurred and be continuing at the time of the consummation of the proposed Permitted Acquisition or Compliance Period immediately after giving effect thereto; provided that, an Obligor may effect a Permitted Acquisition without regard to the Permitted Acquisition Basket Amount if (I) the Payment Conditions are satisfied at such time, (II) no Event of Default shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (iiIII) the Borrower Obligors’ Agent shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iiiIV) calculations are made by the Obligors’ Agent with respect to the financial covenant contained in Sections 10.07 (determined, for purposes of this Section 9.16 only, as if a Compliance Period is then in existence) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenant would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (V) all representations and warranties contained herein in Sections 8.01, 8.02, 8.05, 8.06, 8.09, 8.10, 8.14, 8.15, 8.17, 8.21, 8.28, and in the other Credit Documents 8.29 shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; and (ivVI) the Borrower provides to the Administrative Obligors’ Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (iI) through (iii), inclusive, and clauses (v) through (viiiV), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiI) and (viiiIV); provided that if on the date a binding contract for an otherwise Permitted Acquisition is entered into the conditions in clauses (I) and (IV) would have been met had such Permitted Acquisition been consummated on such date, then such acquisition shall be deemed a Permitted Acquisition.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the Financial Covenants for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Material Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that the Financial Covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the Financial Covenants shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the Financial Covenants as compliance with the Financial Covenants would be required through the date which is one year from the date of the consum-ma-tion of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of Aggregate Consid-eration for all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date shall not exceed $100,000,000; (vii) the aggregate amount of deferred compensation or other deferred purchase price (including any earn-outs, but excluding customary working capital, net worth or similar purchase price adjustments) paid in which any fiscal year of the Borrower in respect of all Permitted Acquisitions (whether or substantially all not such Permitted Acquisitions were consummated during such fiscal year) shall not exceed $1,000,000 (it being understood and agreed, however, that any such deferred compensation or other deferred purchase price (including any earn-outs but excluding any covenants not to compete) shall be structured as a multiple of the excess of the cash flow of the Acquired Entity or Business so acquired were not in Qualified Jurisdictionsthat is the subject of the respective Permitted Acquisition for the most recently ended 12-month period above the cash flow for such Acquired Entity or Business for such 12-month period selected to determine the purchase price for such Permitted Acquisition); (viii) immediately after giving effect to such Permitted Acquisition, does not the Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries equal or exceed $300,000,00025,000,000; (ix) the Consolidated EBITDA of the Acquired Entity or Business for the respective Calculation Period calculated on a Pro Forma Basis shall be greater than $0; and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisitionand each Lender a certif-icate exe-cuted by its chief financial officer, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying certify-ing to the best of his such officer’s knowledge, compliance compli-ance with the requirements require-ments of preceding clauses (i) through (iiiix), inclusive, and clauses (v) through (viii), inclusiveinclu-sive, and containing the calculations calcula-tions (in reason-able detail) required by the preceding clauses (iii), (iv), (vi), (vii), (viii) and (viiiix).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the U.S. Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-post closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 180-180 day period (such period for any Permitted Acquisition, a “"Post-Closing Period”) " following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Post Closing Periods ended during the Post-Post Closing Period of such Permitted Acquisition), there the (x) Total Unutilized Revolving Loan Commitment (as defined in the ABL Credit Agreement) or, if less, the amount which could then be borrowed thereunder giving effect to the "borrowing base" or similar limitations on amounts permitted to be borrowed thereunder or (y) in the event that the ABL Credit Agreement shall exist no Compliance Periodhave been replaced or refinanced, undrawn available amounts under other working capital revolving credit facilities of the U.S. Borrower (determined based on the relevant total commitments and borrowing base or other similar limitations as applicable), shall equal or exceed $30,000,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.178.18; (vii) the U.S. Borrower determines in good faith that the Borrower Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 9.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified JurisdictionJurisdiction (for such purpose, treating as "Qualified Jurisdictions" the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso appearing in the definition of "Qualified Non-U.S. Obligors"), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the U.S. Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iiiv) and (viii).;

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its the Subsidiary Guarantors that are Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) calculations are made by the Borrower showing compliance with the financial covenants contained in Sections 9.09 through 9.12, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have given been complied with, and Consolidated EBITDA shall not have decreased by more than $10,000,000, in each case if the Administrative Agent (Permitted Acquisition had occurred on behalf the first day of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisitionsuch Calculation Period; (iii) all representations and warranties contained herein and or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount paid and reasonably expected to be paid (based on good faith projections prepared by the Borrower) pursuant to any earn-out, non-compete, consulting or deferred compensation or purchase price arrangements) payable for the proposed Permitted Acquisition, when added to the Administrative Agent (aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated on behalf of the Lenders) as soon as available but not later than 5 Business Days or after the execution thereofEffective Date, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such does not exceed the Permitted Acquisition Amount (provided that the Borrower may also make Permitted Acquisitions from (A) the Designated ECF Amount and/or (B) the net cash proceeds received by the Borrower from the issuance of Specified Additional Notes, to the extent such proceeds are not used to pay a Dividend pursuant to Section 9.04(iii); provided, further that (I) the proceeds of Specified Additional Notes may only be used to purchase Acquired Subscribers and the payment of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerII) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which any such purchase price adjustments may be required to be made) and all capital expenditures (and of Acquired Subscribers, the financing thereof) reasonably anticipated by portion of the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance per subscriber cost financed with the relevant requirements proceeds of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Specified Additional Notes shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000650); and (ixv) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer or vice president-finance, (x) certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iiiiv), inclusive, and clauses (vy) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiii) and (viii)iv) and (z) stating whether any portion of the Designated ECF Amount and/or any proceeds of Specified Additional Notes will be used in connection with such Permitted Acquisition and, if so, how much.

Permitted Acquisitions. (a) Subject In connection with any Acquisition approved in writing by Lender in its sole discretion, any Term Loan in connection therewith shall be made subject to the provisions satisfaction of this Section 9.14 and the requirements contained in the definition of following conditions precedent thereto (each, a “Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition”): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (iiA) the Borrower shall have given the Administrative Agent have: (on behalf x) a coverage ratio of the Lenders) EBITDA to Debt Service of at least 10 Business Days’ prior written notice 1.5 to 1.0, (y) a ratio of the proposed Permitted AcquisitionSenior Debt to EBITDA of not more than 4.0 to 1.0, and (z) a ratio of Term Loan Debt to EBITDA of not more than 2.5 to 1.0; (iiiB) all representations Borrowers are in compliance, and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed with all financial covenants set forth in Section 14 hereof; (C) pro forma financial projections, prepared by an Authorized Officer the Borrower in good faith for the period from the date of the Borrower, certifying consummation of such proposed Acquisition to the best date which is one year thereafter, shall reflect that the Borrowers shall be in compliance with all financial covenants set forth in Section 14 hereof; (D) Excess Availability of his knowledgethe Borrowers shall be an amount mutually agreed upon between Lender and Borrower but in no event less than $250,000 after giving effect to the proposed Acquisition; (E) the Target entity to be acquired in such Acquisition shall become a new Borrower hereunder in accordance with the provisions and requirements of Section 13(c)(ii) hereof; (F) any Indebtedness to be issued by any Borrower in respect of such Acquisition (other than Indebtedness under the Revolving Loan Agreement) shall be Subordinated Debt subject to Subordination Agreements in form and substance satisfactory to Lender including, without limitation, payment blockage rights and indefinite standstill on remedies; (G) Lender shall have reviewed and found satisfactory all Acquisition Documents in respect thereof prior to Borrower entering into any such Acquisition Documents; (H) no Default or Event of Default exists as of the proposed date of the Acquisition or would result after giving effect thereto; (I) Crdentia shall deliver to Lender a certificate of an officer of Crdentia certifying compliance with the foregoing, (J) Borrower shall deliver to Lender any other due diligence reasonably requested by the Lender in connection with an Acquisition or Target, including, without limitation collateral, cash-flow, and operational audits, and background checks on Target’s management, in each case to the reasonable satisfaction to the Lender; and (K) Borrower shall establish and maintain a separate Lockbox with a Lockbox Bank for receivables from Account Debtors of CRDE in accordance with the requirements of preceding clauses (i) through (iii), inclusivethe Term Loan Agreement and this Agreement, and clauses (v) through (viii)Borrower shall execute with such Lockbox Bank a lockbox agreement, inclusiveblocked account agreement, and containing such other agreements related to the calculations required by lockbox arrangements, in each case in form and substance acceptable to the preceding clauses (iii) and (viii)Lender.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 5.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time during the term of this Agreement, effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 ten (10) Business Days’ prior written notice of the proposed any Permitted Acquisition; (iiiiii Borrower shall have provided the Agent with calculations evidencing (x) a proforma Fixed Charge Coverage Ratio (based on trailing 12 month Earnings Before Interest, Taxes, Depreciation and Amortization) of not less than 1.5:1 and (y) average Credit Availability for the immediately preceding 90 days of not less than $2,500,000 (iv) all representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) Borrower shall have delivered to the Agent an officer’s certificate executed by a senior officer of Borrower, certifying to the best of his knowledge, that the proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA, or other liabilities of Borrower or any of its Subsidiaries (except such liabilities in amounts reasonable in relation to the size of the Permitted Acquisition and which are not likely, individually or in the aggregate, to (x) cause a subsequent breach of any covenants (financial or otherwise) contained herein or (y) give rise to a Material Adverse Effect), (vi) Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 five (5) Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized the Chairman or Chief Financial Officer of the Borrower, certifying certifying, to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (vviii) through (viii), inclusive, and containing the calculations (A) required by the preceding clauses clause (iii), (ix) the aggregate consideration (including, without limitation, cash, assumed debt, Permitted Acquired Debt, capitalized lease obligations and the principal amount of all issued promissory notes including, without limitation, Seller Notes) payable in connection with proposed Permitted Acquisitions does not exceed $2,000,000 in any fiscal year of Borrower (excluding any cash of the target company and any contingent payouts in connection with such Permitted Acquisition, provided the contingent payout is subject to a subordination agreement satisfactory in form and substance to Lender) and (viiiy) the aggregate consideration paid in connection with the proposed Permitted Acquisition, when combined with the aggregate consideration paid in connection with all other Permitted Acquisitions consummated pursuant to this proviso, does not exceed $3,000,000 (excluding any cash of the target company and any contingent payouts in connection with such Permitted Acquisition, provided the contingent payout is subject to a subordination agreement satisfactory in form and substance to Lender); (x) if any portion of the Debt incurred in connection with such Permitted Acquisition consists of seller notes, the Agent shall have reviewed and approved, prior to the closing of such Permitted Acquisition, the payment terms, structure, and security (if any) for such seller notes and such seller notes shall have been subordinated to the Obligations on terms and conditions and pursuant to subordination agreements satisfactory to the Agent.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Material Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Material Permitted Acquisition; (iii) the Borrower shall be able to incur at least $1.0 of additional Indebtedness pursuant to the Incurrence Test Basket (and, if any Incremental Term Loans are being incurred pursuant to the proviso of clause (iv) of Section 1.14(a), the Secured Leverage Ratio shall be less than 4.00:1.00) after giving effect to the respective Permitted Acquisition and all financing therefor (as well as all other Permitted Acquisitions and Material Asset Sales theretofore consummated after the first day of the relevant Calculation Period); (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) immediately after giving effect to such Permitted Acquisition Acquisition, the Unrestricted cash and Cash Equivalents (for this purpose, treating the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments Total Unutilized Revolving Loan Commitment as Unrestricted cash so long as same may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to drawn at such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected time in accordance with the relevant requirements conditions contained herein and, after giving effect to the drawing of Section 9.17; (viisuch amounts, there would be no violation of the Financial Covenant) the Borrower determines in good faith that of the Borrower and its Subsidiaries taken as equal or exceed $25,000,000 and (vi) in the case of a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Material Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14, Section 9.02(vi) and the requirements contained in the definition of Permitted Acquisition, the Borrower Borrowers and any of its Wholly-Owned their Restricted Subsidiaries may from time to time after the Fourth Restatement Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Borrowers shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; , (iiiii) all representations and warranties contained herein and in based on calculations made by the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made Borrowers on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) Pro Forma Basis after giving effect to such the respective Permitted Acquisition and the payment of all post-closing purchase price adjustments required any Indebtedness (in the good faith determination of the Borrowerincluding without limitation Permitted Acquired Debt) incurred, issued or assumed in connection with such the respective Permitted Acquisition or to finance same, (x) no Default or Event of Default will exist under, or would have existed during the periods covered by, the financial covenants contained in Sections 9.08 and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made9.09 of this Agreement and (y) and all capital expenditures (and if any Indebtedness is being incurred, issued or assumed in connection with the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such respective Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant or to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition finance same (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 Permitted Acquired Debt in connection therewithwith any Permitted Acquisition where the only Indebtedness being incurred, issued or assumed in connection therewith or to finance same is Permitted Acquired Debt); , the Senior Debt Leverage Ratio shall not exceed 3.5:1.0, (viiiiii) substantially all based on good faith projections prepared by the Borrowers for the period from the date of the Acquired Entity consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08 and 9.09 shall be better than or Business acquired pursuant equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08 and 9.09 of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition is Acquisition, (iv) the Administrative Agent shall have been satisfied in a Qualified Jurisdiction, provided, however, its reasonable discretion that the respective proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA or environmental liabilities with respect to Furniture Brands or any of its Restricted Subsidiaries, it being understood that any determination of whether the proposed Permitted Acquisition could reasonably be expected to result in such materially increased tax, ERISA or environmental liabilities shall not be required to meet the requirements set forth above in this clause take into account, inter alia, (viiix) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; any available indemnities and (ixy) the Borrower timing and likelihood of payment thereunder and (v) the Borrowers shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer Representative of the BorrowerBorrowers, certifying (A) to the best of his knowledge, compliance with the requirements of preceding clauses (i), (ii) through and (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (ii) and (iii) and (viiiB) compliance with the requirements of Section 9.02(vi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any each of its Wholly-Owned Subsidiaries (provided, that any Permitted Acquisition requiring Acquisition Consideration of $5,000,000 or greater must be by Borrower or a Subsidiary Guarantor) may from time to time effect Permitted AcquisitionsAcquisitions in amount up to the Annual Permitted Acquisition Consideration Cap, so long as (in each case except to the extent the Required Lenders Lender otherwise specifically agree agrees in writing in the case of a specific Permitted Acquisitionpotential acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) to Lender at least 10 5 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to Lender), which notice shall describe in reasonable detail the proposed principal terms and conditions of such Permitted Acquisition; (iii) Lender shall have received, to the extent available, the most recent year-end financial statements then available (audited, if applicable) and the most recent interim unaudited quarterly financial statements then available for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition, although to the extent that such audited year-end financial statements are not available, Lender shall be reasonably satisfied with the form and scope of all financial statements for such Acquired Entity or Business for the then most recently ended fiscal year of such Acquired Entity or Business and for the then current fiscal year of such Acquired Entity or Business); (iv) calculations are made by Borrower with respect to the financial covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with as of the last day of such Calculation Period; (v) all of the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s Lender (with copies for Lender) a certificate executed by an one of its Authorized Officer of the Borrower, Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses inclusive (v) through (viiito the extent applicable), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses clause (iii) and (viiiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice of the proposed Permitted Acquisition; (iii) calculations are made by the U.S. Borrower of compliance with the covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective -103- Calculation Period occurs prior to the Restatement Effective Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 had been applicable from the first day of the Calculation Period), (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the U.S. Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvi) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Periodequal or exceed $25,000,000; (vivii) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.178.18; (viiviii) the U.S. Borrower determines in good faith that the Borrower Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 9.04 in connection therewith); (viiiix) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified JurisdictionJurisdiction (for such purpose, treating as "Qualified Jurisdictions" the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be "Qualified Non-U.S. Obligors" pursuant to clause (i) of the proviso appearing in the definition of "Qualified Non-U.S. Obligors"), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viiiix) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ixx) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the U.S. Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiiv), inclusive, and clauses (vvi) through (viiiix), inclusive, and containing the calculations required by the preceding clauses (iii), (vi) and (viiiix); provided however that so long as the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same Fiscal Quarter as such proposed Permitted Acquisition, does not exceed $50,000,000, the officer's certificate required to be delivered pursuant to clause (ix) above shall not be required to include the calculations required by clause (iii) above.

Permitted Acquisitions. (a) Subject to the provisions of ---------------------- this Section 9.14 8.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (iA) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; , and (iiB) if the aggregate consideration (which shall include, without limitation, cash or the fair market value of assets transferred, the principal amount of assumed Indebtedness and the principal amount of all issued promissory notes and, without duplication, the amount of Preferred Stock canceled or retired) exceeds $5,000,000 in the case of any Permitted Acquisition (or series of related Permitted Acquisitions) paid, transferred, assumed, issued or cancelled by the Borrower and its Subsidiaries (net of amounts paid to the Borrower or its Subsidiaries by Cendant and its Subsidiaries in connection with such Permitted Acquisition) (i) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (ii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective --- ----- Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Effective Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iii) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (iv) calculations are made by the Borrower demonstrating compliance with a Total Leverage Ratio not to exceed 2.0:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as --- ----- all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Total Unutilized Revolving Loan Commitment shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equal or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00010,000,000; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses (vvii) through (viii), inclusive, and containing the calculations required by the preceding clauses (ii), (iii), (iv) and (viiivii); provided however, -------- ------- that so long as the aggregate consideration (which shall include without limitation, cash or the fair market value of assets transferred, assumed Indebtedness and the principal amount of all issued promissory notes and the amount of all Preferred Stock canceled or retired) payable by the Borrower and its Subsidiaries in connection with the proposed Permitted Acquisition (or series of related Permitted Acquisitions) (net of amounts paid to the Borrower or its Subsidiaries by Cendant and its Subsidiaries in connection with such Permitted Acquisition) shall not exceed $30,000,000.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Restricted Subsidiaries may from time to time after the Closing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) at the Borrower shall have given the Administrative Agent (on behalf time of the Lenders) at least 10 Business Days’ prior written notice consummation of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, the Consolidated Total Net Leverage Ratio, determined on a “Post-Closing Period”) following such Permitted Acquisition (and in Pro Forma Basis as of the businesses acquired pursuant last day of the most recently ended Test Period for which Section 9.01 Financials were required to all other Permitted Acquisitions with Post-Closing Periods ended during have been delivered, does not exceed 5.50 to1.00; provided that the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that aggregate consideration paid by the Borrower and its Restricted Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of with Permitted Acquisitions consummated from and after the Closing Date where the Acquired Entity or Business acquired pursuant to does not become a Subsidiary Guarantor (in the respective Permitted Acquisition is case of an Acquired Entity) or owned by a Subsidiary Guarantor (in the case of a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Business) shall not be required to meet exceed (x) the requirements set forth above in this clause greater of $25,000,000 and 2.5% of Consolidated Total Assets, plus (viiiy) if the Maximum Permitted Consideration payable in connection with such Permitted AcquisitionConsolidated Total Net Leverage Ratio, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all determined on a Pro Forma Basis as of the Acquired Entity or Business so acquired last day of the most recently ended Test Period for which Section 9.01 Financials were not in Qualified Jurisdictions, required to be delivered does not exceed $300,000,000; 5.00 to 1.00, the Available Amount and (ixiii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer or treasurer, certifying to the best of his such officer’s knowledge, compliance with the requirements of the preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses clause (iii) and (viiiii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 6.13 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): as: (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the 2010 Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) the Maximum Permitted Consideration (excluding consideration consisting of any Equity Interests (other than any Disqualified Preferred Stock) of the US Borrower and any Concurrent Equity Proceeds) payable in connection with the proposed Permitted Acquisition does not exceed $250,000,000; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the US Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the US Borrower, certifying certifying, to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiiiv); provided, however, that so long as the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $75,000,000, the US Borrower shall not be required to comply with clause (ii) above in connection with such Permitted Acquisition and the substance of the officer’s certificate otherwise required to be delivered pursuant to clause (vi) above shall instead be included as part of the next officer’s certificate required to be delivered to the Administrative Agent under Section 6.01(d). For the avoidance of doubt, acquisitions permitted under Section 7.02(t) shall be in addition to any Permitted Acquisitions permitted hereunder.

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed 3.00:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $25,000,000 (or, in the case of the acquisition of Conex pursuant to a Permitted Acquisition, $40,000,000); (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivviii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00015,000,000; and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); provided, however, that so -------- ------- long as (x) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $2,500,000 and (y) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $5,000,000, the Borrower shall not be required to comply with clauses (ii) and (viii)) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Credit Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Company shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (ii) calculations are made by the Company with respect to the financial covenant contained in Section 10.07 (determined, for purposes of this Section 9.14 only, as if a Compliance Period is then in existence) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date (it being understood and agreed that any representation or warranty that is qualified by “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of any such date); (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted AcquisitionPayment Conditions are satisfied; (v) after giving effect to such Permitted Acquisition and if the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all assets of the Acquired Entity or Business acquired pursuant are to be included in the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, Borrowing Base as of the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with date of such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Company shall have delivered to the Administrative Agent a Borrowing Base Certificate, completed on a Pro Forma Basis giving effect to the date of the consummation of such proposed respective Permitted Acquisition, an officer’s ; and (vi) the Company shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the BorrowerCompany, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiiv), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiii) and (viiiiv).

Permitted Acquisitions. (a) Subject to the provisions if no Default or Event of this Section 9.14 Default shall have occurred and the requirements contained in the definition of Permitted Acquisitionbe continuing or would result therefrom, the Borrower and or any of its Wholly-Owned Subsidiaries Subsidiary may from time to time effect make Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): provided that (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 five Business Days’ Days prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of to the date of any such Permitted Acquisition which involves consideration (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) including the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy amount of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; assumed Indebtedness and (vwithout duplication) after giving effect to such Permitted Acquisition and the payment any outstanding Indebtedness of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for any person which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, becomes a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities Subsidiary as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition) of $5,000,000 or more, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent an officer's certificate executed on the date behalf of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed Borrower by an Authorized Officer of the Borrower, certifying which certificate shall (A) contain the date such Permitted Acquisition is scheduled to be consummated, (B) contain the estimated purchase price of such Permitted Acquisition, (C) contain a description of the property and/or assets acquired in connection with such Permitted Acquisition, (D) demonstrate that at the time of making any such Permitted Acquisition the covenants contained in sections 9.7 through 9.13 shall be complied with on a pro forma basis as if the properties and/or assets so acquired had been owned by the Borrower, and the Indebtedness assumed and/or incurred to acquire and/or finance same has been outstanding, for the four fiscal quarter period ended most recently prior to such acquisition for which financial information is available and has been delivered to the best of his knowledge, compliance Lenders (without giving effect to any credit for unobtained or unrealized gains or any adjustments to overhead in connection with the requirements of preceding clauses (i) through (iiiany such Permitted Acquisition), inclusiveand (E) if requested by the Administrative Agent, attach thereto a true and correct copy of the then proposed purchase agreement, merger agreement or similar agreement, partnership agreement and/or other contract entered into in connection with such Permitted Acquisition, and clauses (vii) through if such Permitted Acquisition is made on or after June 28, 2002 and involves cash (viii), inclusive, and containing including the calculations required by the preceding clauses (iii) amount of any assumed Indebtedness and (viii).without duplication) any outstanding Indebtedness of any person which becomes a Subsidiary as a result of such Permitted Acquisition) of $5,000,000 or more, the Borrower shall have obtained the prior written consent of the Administrative Agent and the Required Lenders;

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its U.S. Borrower, the Canadian Borrower, each Wholly-Owned Subsidiary of the U.S. Borrower which is a Credit Party and, in the case of a Foreign Permitted Acquisition, Wholly-Owned Restricted Subsidiaries of the U.S. Borrower that are not Credit Parties may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the U.S. Borrower with respect to the financial covenants contained in Sections 10.08 and 10.09 (or, to the extent such Permitted Acquisition occurs prior to December 31, 2010, with respect to the financial covenants applicable to the Test Period ending December 31, 2010) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all representations other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and warranties contained herein such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; provided that, if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) shall be required to be made on a Pro Forma Basis as otherwise required above, but both after giving effect to (x) first, the acquisition of shares of the Target actually acquired pursuant to the initial acquisition of shares (but not giving effect to any subsequent merger or share acquisition or acquisitions to be effected as part of the Two-Step Permitted Acquisition) and (y) second, to the actions described in preceding clause (x) and the subsequent merger or share acquisition or acquisitions which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants for such Calculation Period referenced above would have been complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger or share acquisition or acquisitions is or are ever effected); (iv) [reserved], (v) the aggregate purchase price (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount of any deferred purchase price (excluding earn-outs, other post-closing contingent payments and working or similar purchase price adjustments) at any time paid or payable in connection therewith) paid or payable for the proposed Permitted Acquisition, when added to the aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated from the Effective Date, shall not exceed $250,000,000 in the aggregate; provided that the aggregate consideration (calculated as provided above) paid by the U.S. Borrower and its Restricted Subsidiaries in connection with Permitted Acquisitions made by one or more Foreign Subsidiaries (other than any Canadian Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as Party) of the U.S. Borrower or where the respective Acquired Entity or Business is outside, or is organized outside (or the Person that is the target Company of the respective Permitted Acquisition owns assets which are located outside), the United States and Canada (or if only a portion the assets of such respective Acquired Entity or Business is located outside of the United States and Canada, the fair market value of such portion of assets located outside of the United States and Canada) shall not exceed $50,000,000; provided further that, if the U.S. Borrower, the Canadian Borrower or any Wholly-Owned Subsidiary which is a Credit Party utilizes any Available Amount to effect, in whole or in part, any Permitted Acquisition, the amount so utilized pursuant to this proviso shall not be included in determining compliance with this clause (v); (vi) on the date of the consummation of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier datethe sum of (a) all cash and Cash Equivalents (in each case, free and clear of any Lien other than nonconsensual Liens permitted by Section 10.01 and other Liens created under any Credit Document) included in which case such representations the consolidated balance sheet of Holdings and warranties shall be true and correct in all material respects its Restricted Subsidiaries as of such earlier date; date plus (ivb) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement Total Unutilized Revolving Loan Commitment shall equal or similar agreement with respect to such Permitted Acquisitionexceed $25,000,000; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer or treasurer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.18 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Credit Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) drafts of the definitive documentation for each such Permitted Acquisition shall have been delivered to the Administrative Agent at least five Business Days’ prior to the consummation thereof (with subsequent drafts to be delivered to the Administrative Agent as and when such drafts become available to the Borrower), and the terms and conditions of the definitive documentation for each such Permitted Acquisition shall be reasonably satisfactory in form and substance to the Administrative Agent; (iv) calculations are made by the Borrower with respect to the financial covenant contained in Section 9.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenant would have been complied with as of the last day of such Calculation Period; (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenant set forth in Section 9.09 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenant contained in such Section 9.09, as compliance with such financial covenant would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf Aggregate Consideration paid or payable for all Permitted Acquisitions theretofore consummated, does not exceed $125,000,000; provided that for the purposes of calculating utilization of the Lendersaforementioned $125,000,000 basket (the “Permitted Acquisition Consideration Basket”) as soon as available but not later than 5 Business Days after in connection with the execution thereof, a copy consummation of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and where the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) Aggregate Consideration paid in connection with such Permitted Acquisition is less than $5,000,000, such Aggregate Consideration shall be deemed not to constitute a utilization of the Permitted Acquisition Consideration Basket for the purposes of this sub-clause (and vii); provided, further, that no more than $15,000,000 in the aggregate of Aggregate Consideration in respect of all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and excluded from the financing thereof) reasonably anticipated by utilization of the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired Consideration Basket pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000immediately preceding proviso; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrower, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiiv), (v) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower Aleris and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Aleris shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five (5) Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) all representations either (x) the consideration for the respective Permitted Acquisition shall consist solely of Aleris Common Stock or Qualified Preferred Stock of Aleris or (y) the aggregate consideration (other than Aleris Common Stock and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as Qualified Preferred Stock of the date of Aleris) payable for such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides when added to the Administrative Agent aggregate consideration (on behalf other than Aleris Common Stock and Qualified Preferred Stock of Aleris) paid or payable for all other Permitted Acquisitions theretofore consummated during such Fiscal Year shall not exceed $70,000,000; provided that if the Lenders) as soon as available but not later Total Leverage Ratio of Aleris and its Subsidiaries would be less than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) 2.50:1.00 after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above limitations in this clause (viiiiii) if and succeeding clause (iv) shall not apply; (iv) the Maximum Permitted Consideration consideration (other than Aleris Common Stock as Qualified Preferred Stock of Aleris) paid or payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable any Fiscal Year in connection with respect of all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all Persons or substantially all assets located outside of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does United States shall not exceed $300,000,00045,000,000, it being understood and agreed that up to 100% of the amounts not so expended may be carried over for use in any other Fiscal Year; and (ixv) the Borrower Aleris shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s (with copies for each Lender) a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiiv), inclusive, and clauses inclusive (v) through (viii), inclusive, and containing to the calculations required by the preceding clauses (iii) and (viiiextent applicable).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.17 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Credit Parties may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) drafts of the definitive documentation for each such Permitted Acquisition shall have been delivered to the Administrative Agent at least five Business Days’ prior to the consummation thereof (with subsequent drafts to be delivered to the Administrative Agent as and when such drafts become available to the Borrower); (iv) in the case of any Material Permitted Acquisition, calculations are made by the Borrower with respect to the financial covenant contained in Sections 8.08 through 8.10, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Material Permitted Acquisition (as well as all other Material Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with as of the last day of such Calculation Period; (v) in the case of any Material Permitted Acquisition, based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Material Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 8.08 through 8.10, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 8.08 through 8.10, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Material Permitted Acquisition; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition is permitted under, and the payment of all post-closing purchase price adjustments required (is consummated in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisitionaccordance with, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted AcquisitionSection 8.02(n), there shall exist no Compliance Period; (vio) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; or (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewithp); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrower, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiiv), (v) and (viiivii).

Permitted Acquisitions. (a) Subject to the ----------------------- provisions of this Section 9.14 6.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the 116 covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivviii) the US Borrower provides to the Administrative Agent (on behalf of and the Lenders) , as soon as available but not later than 5 five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such ------------------- Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan 117 Commitment shall exist no Compliance Period; equal or exceed, and shall be reasonably expected (vibased on calculations made by the US Borrower) at all times during the twelve-month period following the date of such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingexceed, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00020,000,000; and (ixx) the US Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the US Borrower, certifying certifying, to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (ix); provided, however, that so long as (A) the Maximum Permitted -------- ------- Consideration payable in connection with the proposed Permitted Acquisition does not exceed $7,500,000 and (B) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $15,000,000, the US Borrower shall not be required to comply with clauses (ii) and (viii)) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (x) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of “Permitted Acquisition”, the Borrower and any Borrowers and/or one or more of its Wholly-Owned Restricted Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) no Equity Interests of Parent or any of its Subsidiaries are used as consideration for the Borrower Permitted Acquisition other than Parent Common Stock and/or Qualified Preferred Stock of Holdings; (iii) in the case of any Permitted Acquisition with a Fair Market Value in excess of $3,000,000, the Borrowers shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iv) in the case of a Permitted Acquisition by a Borrower of a Person who does not become a Borrower (or assets which will be acquired by such a Person pursuant to a Permitted Acquisition), the Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Aggregate Consideration paid or payable for all other Permitted Acquisitions by Persons who are not, or of Persons who do not become Borrowers (and assets acquired by such Persons pursuant to all other Permitted Acquisitions), does not exceed the greater of (A) $20,000,000 and (B) 30% of Consolidated EBITDA as of the last day of the most recent Test Period, except to the extent any excess amounts are justified as Investments pursuant to Sections 10.05(p) or (r) and which meet the requirements thereof); (iiiv) all representations and warranties contained herein and immediately after giving effect to any such Permitted Acquisition on a Pro Forma Basis, the Borrowers shall be in compliance with the financial covenant set forth in Section 10.11 as of the most recent Calculation Period, (vi) in the other Credit Documents case of any Permitted Acquisition for which the Aggregate Consideration payable exceeds $3,000,000, the Payment Conditions shall be true satisfied both immediately before and correct after giving effect to such Permitted Acquisition; (vii) if any assets acquired in all material respects with such Permitted Acquisition are to be included in the same effect as though such representations and warranties had been made on and Borrowing Base as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Borrowers shall have delivered to the Administrative Agent a Borrowing Base Certificate, completed on a Pro Forma Basis giving effect to the date of the consummation of such proposed respective Permitted Acquisition, an officer’s ; and (viii) the Borrowers shall have delivered to the Administrative Agent and each Lender a certificate executed by an Authorized Officer of the Borrower, Company certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the reasonably detailed calculations required by the preceding clauses (iii) and (viii)evidencing compliance such clauses, as applicable.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 15 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) calculations are made by Holdings of (x) compliance with the covenants contained in Sections 9.08 and 9.09 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a “Calculation Period”), on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period) and (y) compliance with Section 9.09 immediately after giving effect to the consummation of the respective Permitted Acquisition (for this purpose, using the same ratio which will be required to be met on the last day of the first fiscal quarter ended on or after the date upon which the respective Permitted Acquisition is consummated), and Holdings shall be in compliance therewith; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvi) after giving effect to such Permitted Acquisition and the payment Aggregate Consideration (excluding consideration consisting of all post-closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings Common Stock or Qualified Preferred Stock) payable in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17does not exceed $35,000,000; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Aggregate Consideration payable in connection with such the proposed Permitted Acquisition does not exceed $100,000,000; (viii) the Aggregate Consideration (excluding consideration consisting of Holdings Common Stock or Qualified Preferred Stock) payable in connection with the proposed Permitted Acquisition, when aggregated combined with the Maximum Permitted Aggregate Consideration payable (excluding consideration consisting of Holdings Common Stock and Qualified Preferred Stock) paid in connection with all other Permitted Acquisitions consummated after prior to the Initial Borrowing Date in which all or substantially all date of the Acquired Entity or Business so acquired were not in Qualified Jurisdictionsconsummation of the proposed Permitted Acquisition, does not exceed $300,000,000125,000,000; and (ix) the Borrower Aggregate Consideration payable in connection with the proposed Permitted Acquisition, when combined with the Aggregate Consideration paid in connection with all other Permitted Acquisitions consummated prior to the date of the consummation of the proposed Permitted Acquisition, does not exceed $250,000,000; and (x) Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the BorrowerHoldings, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiiv), inclusive, and clauses (v) through vi), (vii), (viii), inclusive, ) and (ix) and containing the calculations required by the preceding clauses (iii), (vi), (vii), (viii) and (viiiix).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.17 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries (other than the Unit Subsidiary) may from time to time after the Restatement Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 8.9 and 8.10 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a pro forma basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofor consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Original Effective Date, calculated as if the covenants contained in said Sections 8.9 and 8.10 had been applicable from the first day of the Calculation Period); (iv) the Borrower shall certify, and the Administrative Agent shall have been satisfied in its reasonable discretion that, to the best of the Borrower's knowledge, the proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings, the Borrower or any of their respective Subsidiaries; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines aggregate amount invested in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated occurring on or after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does shall not exceed $300,000,00025,000,000; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer the chief executive officer or chief financial officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, inclusive and clauses (vvii) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.17 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries (other than the Unit Subsidiary) may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 8.9, 8.10 and 8.11 for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "CALCULATION PERIOD"), on a PRO FORMA basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofor consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Effective Date, calculated as if the covenants contained in said Sections 8.9, 8.10 and 8.11 had been applicable from the first day of the Calculation Period); (iv) the Borrower shall certify, and the Administrative Agent shall have been satisfied in its reasonable discretion that, to the best of the Borrower's knowledge, the proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings, the Borrower or any of their respective Subsidiaries; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) the aggregate amount invested in all such Permitted Acquisitions occurring on or after the Effective Date (when added, without duplication, to the aggregate amount invested pursuant to Section 8.5(q) after the Effective Date) shall not exceed $75,000,000 (although no more than $40,000,000 in the aggregate may be invested (whether pursuant to this Section 7.17 or Section 8.5(q) and, in the case of any investment in a Person which has both U.S. and non-U.S. assets or Subsidiaries, allocating the amount invested as reasonably determined by the Borrower in good faith) in Permitted Acquisitions of Persons which are organized, and/or assets which are located, outside the United States and Canada); (viii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) any Credit Event in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by therewith, the Borrower to be made may incur $50,000,000 (or $75,000,000 if Lenders and/or other Persons (as contemplated in the business acquired Section 2.1(d)) have provided Incremental Commitments of $30,000,000 pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”Section 2.1) following such Permitted Acquisition (and or more of additional Revolving Outstandings in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance compliance with the relevant requirements of Section 9.17; (vii) Total Revolving Credit Commitments and the Borrower determines Borrowing Base restrictions then in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; effect and (ix) the Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer the chief executive officer or chief financial officer of the BorrowerHoldings, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, (vii) and clauses (v) through (viii), inclusive, and ) containing the calculations required by the preceding clauses (iii), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.13 and the requirements contained in the definition of Permitted Acquisition, the Borrower Aleris and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): either (i) the consideration for the respective Permitted Acquisition shall consist solely of Qualified Equity Interests of Aleris and no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or and immediately after giving effect thereto; , (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition Payment Conditions are satisfied (both before and after giving effect theretoto the respective Permitted Acquisition) at such time or (iii) subject to the last sentence of this Section 9.13(a), unless stated the aggregate consideration (excluding consideration in form of Qualified Equity Interests, and treating any such consideration as if not paid under this clause (iii) for purposes of determinations pursuant to relate Sections 10.03(x), 10.05(xvi) and 10.08(i)(y)) for all Permitted Acquisitions made at any time when the Payment Conditions are not satisfied pursuant to a specific earlier datethis Section 9.13(a) (iii) would not exceed $40,000,000 in the aggregate since the Restatement Effective Date, in which case such representations and warranties shall be true and correct in all material respects as less the sum of such earlier date; (iv1) the Borrower provides aggregate amount of Investments previously made by Aleris or any of its Subsidiaries pursuant to Section 10.05(xvi) since the Administrative Agent Restatement Effective Date (on behalf of determined as the Lenders) as soon as available but not later than 5 Business Days after the execution thereofamount originally advanced, a copy of any executed purchase agreement loaned or similar agreement with respect to such Permitted Acquisition; otherwise invested (v) after without giving effect to such Permitted Acquisition any write-downs or write-offs thereof), less any returns on the respective investment not to exceed the original amount invested), (2) the aggregate amount of Dividends previously paid by Aleris or any of its Subsidiaries pursuant to Section 10.03(x) since the Restatement Effective Date and (3) the payment aggregate amount of all post-closing purchase price adjustments required (in payments, prepayments and redemptions of Indebtedness previously made by Aleris or any of its Subsidiaries pursuant to Section 10.08(i)(y) since the good faith determination of Restatement Effective Date. If the Borrower) in connection with aggregate consideration for such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected determined in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this preceding clause (viiiiii)) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equals or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed exceeds $300,000,000; and (ix) the Borrower 10,000,000 Aleris shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer one of the Borrower, its Financial Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii) (to the extent applicable). In the event that Aleris or a Subsidiary consummates an acquisition, makes an Investment, pays a Dividend or pays, prepays or redeems Indebtedness (each an “Action”) in reliance on the basket provided under Section 9.13(a)(iii), inclusiveSection 10.05(xvi), Section 10.03(x) or Section 10.08(i)(y), as the case may be, and clauses (v) through (viii)the Payment Conditions are thereafter satisfied, inclusive, such Action shall be deemed to have been made at a time when the Payment Conditions are satisfied and containing the calculations required by the preceding clauses (iii) and (viii)shall not be deemed to be a utilization of such basket.

Permitted Acquisitions. (a) Subject Voicestream and its Subsidiaries may only engage in an acquisition transaction taking the form of a stock acquisition, asset acquisition, merger or similar type or form of transaction, including, without limitation, any transaction pursuant to which Voicestream would propose to acquire, directly or indirectly, any additional FCC licenses, and may only make investments in other Persons (collectively, "ACQUISITIONS") subject to the provisions of this Section 9.14 5.15 and subject to the requirements contained provisions of Sections 4.01(h), (i) and (m). Subject to Sections 4.01(h), (i) and (m), Voicestream and its Subsidiaries may engage in (A) Acquisitions in accordance with Section 5.15(b), (B) Acquisitions without DT's consent, provided that the definition aggregate value of Permitted Acquisition, the Borrower consideration payable by Voicestream and any of its Wholly-Owned Subsidiaries in respect of any Acquisition pursuant to this clause (B) shall not exceed $500 million (including assumption of debt) and in respect of all Acquisitions pursuant to this clause (B) shall not exceed in the aggregate $750 million (including assumptions of debt), and, provided further, that, without consent of the Acquisitions Committee (as hereinafter defined), none of such Acquisitions include shares of Voicestream or any of its Subsidiaries as consideration for the transaction, and (C) Acquisitions permitted (or deemed permitted) by the Acquisitions Committee. The Acquisitions Committee shall consist of the individuals listed on Schedule 5.15(C). If Voicestream desires to make or engage in an Acquisition requiring consent of the Acquisitions Committee, it shall notify (a "PROPOSED ACQUISITION NOTICE") the Acquisitions Committee in writing (care of the office of the Chairman of the Acquisitions Committee) of such proposed Acquisition (a "PROPOSED ACQUISITION"). The Proposed Acquisition Notice shall include or be preceded by a copy of the material information upon which senior management of Voicestream relied in determining that Voicestream should pursue the Proposed Acquisition. Unless the Acquisitions Committee denies permission in writing (in care of the office of Voicestream's Chief Executive Officer) which is received within five (5) Business Days of receipt of the Proposed Acquisition Notice, the Proposed Acquisition shall be deemed to have been consented to and permitted by this Section 5.15 and for all purposes under this Agreement (and shall not count toward the individual or aggregate dollar limitation set forth in clause (B) of this Section 5.15(a) nor shall any securities issued in connection therewith be deemed to breach any restriction contained in Section 4.01. DT agrees and acknowledges that if the Acquisitions Committee denies Voicestream permission to proceed with any Proposed Acquisition, thereafter any officer, director, stockholder or Affiliate of Voicestream (other than any of Voicestream's Subsidiaries), or any group or combination of them, may pursue or engage in such Proposed Acquisition for his, its or their own account. The Acquisitions Committee shall also, from time to time effect Permitted Acquisitionstime, so long as (in each case except to consider the extent the Required Lenders otherwise specifically agree in writing in the case capital structure of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii)Voicestream.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any each of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) calculations are made by Holdings with respect to the Borrower financial covenants contained in Sections 9.07 through 9.09, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have given been complied with if the Administrative Agent (Permitted Acquisition had occurred on behalf the first day of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisitionsuch Calculation Period; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such proposed Permitted Acquisition and the payment of all amounts owing in connection therewith (including (x) related fees and expenses and (y) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the Borrower) or which will be required to be paid in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) and all capital expenditures as determined by Holdings in good faith, the Total Unutilized Revolving Loan Commitment shall equal or exceed $125,000,000; (v) after giving effect to such proposed Permitted Acquisition and the financing thereofpayment of all amounts owing in connection therewith (including (x) related fees and expenses and (y) an amount equal to the aggregate amount reasonably anticipated by the Borrower likely to be made payable in the business acquired pursuant respect of all post-closing purchase price adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required or which will be required to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following be paid in connection with such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Postfor which such purchase price (including (x) related fees and expenses) adjustments and other payments may be required to be made) as determined by Holdings in good faith, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrower and its Wholly-Closing Periods ended during Owned Subsidiaries shall equal or exceed the Postaggregate principal amount of all Term Loans then outstanding (it being understood that cash and Cash Equivalent shall be considered "restricted" to the extent that either a Person (other than the Secured Creditors under the Security Documents) has a Lien on such cash or Cash Equivalents or, to the extent that such cash or Cash Equivalents are held by a Wholly-Closing Period Owned Subsidiary of the Borrower that is not a Subsidiary Guarantor, such Permitted Acquisitioncash or Cash Equivalents are not permitted at such time for any reason to be paid as a Dividend to the Borrower or a Subsidiary Guarantor), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with if 50% or more of the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all consolidated assets of the Acquired Entity or Business to be acquired pursuant to the respective proposed Permitted Acquisition is in a Qualified Jurisdiction, provided, however, located outside the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause United States (viii) if the Maximum Permitted Consideration payable in connection with each such Permitted Acquisition, when aggregated with a "Foreign Permitted Acquisition"), the Maximum Permitted Consideration payable aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection with therewith and (II) the aggregate amount paid and reasonably expected to be paid (based on good faith projections prepared by Holdings) pursuant to any earn-out, non-compete or purchase price adjustments) payable for the proposed Foreign Permitted Acquisition, when added to the sum of (1) the aggregate consideration paid or payable for all other Foreign Permitted Acquisitions theretofore consummated on or after the Effective Date (excluding, in each case, consideration paid for with common stock of Holdings or Qualified Preferred Stock of Holdings and/or with cash proceeds received by Holdings after the Initial Borrowing Date in which all or substantially all from the issuance by Holdings of shares of its common stock and/or Qualified Preferred Stock) and (2) the Acquired Entity or Business so acquired were not in Qualified Jurisdictionsaggregate amount of Investments made by the Borrower and its Wholly-Owned Domestic Subsidiaries pursuant to Section 9.05(x), does not exceed $300,000,000; and an amount equal to 5% of Consolidated Net Tangible Assets (ix) as derived from the Borrower shall have delivered to the Administrative Agent on the date latest consolidated balance sheet of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).Holdings delivered

Permitted Acquisitions. (a) Subject to the provisions provi- sions of this Section 9.14 8.14, Section 9.02(vii) and the requirements require- ments contained in the definition of Permitted Acquisition, the Borrower Borrowers and any of its Wholly-Owned their Restricted Subsidiaries may from time to time after the Restatement Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Borrowers shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; , (iiiii) all representations and warranties contained herein and in based on calculations made by the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made Borrowers on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) Pro Forma Basis after giving effect to such the respective Permitted Acquisition and the payment of all post-closing purchase price adjustments required any Indebtedness (in the good faith determination of the Borrowerincluding without limitation Permitted Acquired Debt) or Disqualified Preferred Stock incurred, issued or assumed in connection with such the respective Permitted Acquisition or to finance same, (x) no Default or Event of Default will exist under, or would have existed during the periods covered by, the financial covenants contained in Sections 9.08 through 9.10, inclusive, of this Agreement and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made(y) and all capital expenditures (and if any Indebtedness or Disqualified Preferred Stock is being incurred, issued or assumed in connection with the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such respective Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant or to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition finance same (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 Permitted Acquired Debt in connection therewithwith any Permitted Acquisition where the only Indebtedness or Disqualified Preferred Stock being incurred, issued or assumed in connection therewith or to finance same is Permitted Acquired Debt); , the Senior Debt Leverage Ratio shall not exceed 3.5:1.0, (viiiiii) substantially all based on good faith projections prepared by the Borrowers for the period from the date of the Acquired Entity consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08 through 9.10 inclusive shall be better than or Business acquired pursuant equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08 through 9.10, inclusive, of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition is Acquisition, (iv) the Administrative Agent shall have been satisfied in a Qualified Jurisdiction, provided, however, its reasonable discretion that the respective proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA or environmental liabilities with respect to INTERCO or any of its Restricted Subsidiaries, it being understood that any determination of whether the proposed Permitted Acquisition could reasonably be expected to result in such materially increased tax, ERISA or environmental liabilities shall not be required to meet the requirements set forth above in this clause take into account, inter alia, (viiix) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; any available indemnities and (ixy) the Borrower timing and likelihood of payment thereunder and (v) the Borrowers shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer Representative of the BorrowerBorrowers, certifying (A) to the best of his knowledge, compliance with the requirements of preceding clauses (i), (ii) through and (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations calcula- tions required by the preceding clauses (ii) and (iii) and (viiiB) compliance with the requirements of Section 9.02(vii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower Holdings, and any of its each Wholly-Owned Subsidiaries Subsidiary of Holdings which is a Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Holdings or such other Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by Holdings or such other Borrower with respect to the financial covenant contained in Section 10.07 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (whether or not such covenant is in effect at such time); (iv) based on good faith projections prepared by Holdings or such other Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Section 10.07 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Section 10.07 as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days Payment Conditions are satisfied both before and after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect giving effect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Holdings shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii) ), (iv), and (vi); and (viii)) the Administrative Agent shall have received true and correct copies of all 176 material documentation in connection with the Permitted Acquisition certified as such by an Authorized Officer of Holdings.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ (or such shorter period of time as may be reasonably acceptable to the Administrative Agent) prior written notice of any Permitted Acquisition, which notice shall describe in reasonable detail the proposed principal terms and conditions of such Permitted Acquisition; (iii) the Administrative Agent shall have received (x) in the case of a proposed Permitted Acquisition in which the aggregate Maximum Permitted Consideration is at least $25,000,000, audited year end financial statements for at least the most recent fiscal year (for which such financial statements are available) and, to the extent available, interim unaudited quarterly financial statements for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition and (y) in the case of each proposed Permitted Acquisition, a pro forma consolidated balance sheet of Holdings and its Subsidiaries as of the last day of the most recently ended fiscal quarter of Holdings and a pro forma consolidated statement of income of Holdings and its Subsidiaries for the most recently ended four fiscal quarter period, in each case on a Pro Forma Basis after giving effect to such proposed Permitted Acquisition;, (iv) Holdings shall be in compliance with (x) the financial covenants contained in Section 10.07 and (y) a Total Leverage Ratio of less than 4.75:1.00, in each case for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such the respective Permitted Acquisition (both before and after giving effect thereto) (it being understood that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or all respects, or as the case may be) as of such earlier date; (ivvi) the Borrower provides Maximum Permitted Consideration for the respective Permitted Acquisition, when added to the Administrative Agent (on behalf of aggregate Maximum Permitted Consideration paid for all other Permitted Acquisitions theretofore or then being consummated, does not exceed the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to Permitted Acquisition Amount at such Permitted Acquisitiontime; (vvii) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of (I) the Total Unutilized Revolving Loan Commitment plus (II) the aggregate amount of Unrestricted cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors shall equal or exceed the sum of (x) $15,000,000 plus (y) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated as determined by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000faith; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Financial Officer of the Borrowerthereof, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiiv), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.13 and the requirements contained in the definition of Permitted Acquisition, each of the Borrower and any of its Wholly-Owned Subsidiaries Subsidiaries, may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): as: (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 3 Business Days’ ' prior written notice of the proposed any Permitted Acquisition, provided that in the case of a Permitted Acquisition for aggregate consideration of $25,000,000 or less, no such notice shall be required unless a Borrowing of Revolving Loans shall be used to effect such Permitted Acquisition, in which case written notice of such Permitted Acquisition shall be given at the time of the delivery of a Notice of Borrowing in respect of such Borrowing of Revolving Loans; (iii) all representations and warranties contained herein and in calculations are made by the other Credit Documents shall be true and correct in all material respects Borrower of compliance with the same effect covenants contained in Sections 9.08 and 9.09 for the period of four consecutive fiscal quarters (taken as though such representations one accounting period) most recently ended, provided that if financial statements for the last month of the fiscal quarter most recently ended have not yet been delivered (and warranties had were not required to be delivered) pursuant to Section 8.01(a), then compliance with the covenants described above shall instead be tested for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended for which financial statements have been made on and delivered (or were required to be delivered) pursuant to Section 8.01(b) or (c), as of the case may be, prior to the date of such Permitted Acquisition (both before and after giving effect theretoeach, a "Calculation Period"), unless stated on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to relate the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 had been applicable from the first day of the Calculation Period); provided that if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to a specific earlier date, in which case such representations and warranties this clause (iii) shall be true and correct in all material respects required to be made on a Pro Forma Basis as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available otherwise required above, but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) both after giving effect to such Permitted Acquisition and (x) first, the payment acquisition of all post-closing purchase price adjustments required (in the good faith determination shares of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business Target actually acquired pursuant to the respective tender offer (but not giving effect to any subsequent merger or compulsory share acquisition to be effected as part of the Two-Step Permitted Acquisition is Acquisition) and (y) second, to the actions described in a Qualified Jurisdiction, provided, however, preceding clause (x) and the subsequent merger or compulsory share acquisition which will conclude the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Two-Step Permitted Acquisition, when aggregated with and both sets of calculations shall show that the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).financial covenants referenced

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower showing compliance with the financial covenants contained in Sections 9.08 through 9.12, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (although such recalculations shall show, for purposes of this clause (iii), that the Consolidated Senior Leverage Ratio for such Calculation Period shall be no greater than the lesser of (x) 2.50:1.00 and (y) that ratio required to be complied with at such time pursuant to Section 9.10 for such Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 through 9.12, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08 through 9.12, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition (although such projections shall show, for purposes of this clause (iv), that the Consolidated Senior Leverage Ratio for such one year period shall be no greater than the lesser of (x) 2.50:1.00 and (y) that ratio required to be complied with at such time pursuant to Section 9.10 during such one year period); (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of the Borrower) of any common stock or Qualified Preferred Stock of the Borrower provides issued as part of the purchase price therefor, and (III) the aggregate amount paid and reasonably expected to be paid (based on good faith projections prepared by the Borrower) pursuant to any earn-out, non-compete, consulting or deferred compensation or purchase price arrangements) payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated during such fiscal year, does not exceed the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to Permitted Acquisition Basket Amount for such Permitted Acquisitionfiscal year; (vvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period connection therewith including, for any Permitted Acquisitionthis purpose, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).all-

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the U.S. Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-post closing purchase price adjustments required (in the good faith determination of the BorrowerHoldings) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower Holdings to be made in the business acquired pursuant to such Permitted Acquisition within the 180-180 day period (such period for any Permitted Acquisition, a “Post-Closing Period”) ” following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Post Closing Periods ended during the Post-Post Closing Period of such Permitted Acquisition), there the (x) Total Unutilized Revolving Loan Commitment (as defined in the ABL Credit Agreement) or, if less, the amount which could then be borrowed thereunder giving effect to the “borrowing base” or similar limitations on amounts permitted to be borrowed thereunder or (y) in the event that the ABL Credit Agreement shall exist no Compliance Periodhave been replaced or refinanced, undrawn available amounts under other working capital revolving credit facilities of the U.S. Borrower (determined based on the relevant total commitments and borrowing base or other similar limitations as applicable), shall equal or exceed $30,000,000; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.178.18; (vii) the U.S. Borrower determines in good faith that the Borrower Holdings and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 9.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified JurisdictionJurisdiction (for such purpose, treating as “Qualified Jurisdictions” the jurisdictions of organization of Fee Capped Foreign Subsidiary Guarantors deemed to be “Qualified Non-U.S. Obligors” pursuant to clause (i) of the proviso appearing in the definition of “Qualified Non-U.S. Obligors”), provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the U.S. Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iiiv) and (viii).;

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.17 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days30 days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) the Administrative Agent and the Lenders shall have received audited year end financial statements for at least the previous fiscal year and, to the extent available, interim unaudited quarterly financial statements for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition (provided that, in the case of such audited year end financial statements, if same are not available, the Administrative Agent shall be reasonably satisfied with the financial due diligence of such Acquired Entity or Business performed by the Borrower and/or such Wholly-Owned Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor); (iv) calculations are made by the Borrower with respect to the financial covenants contained in Sections 9.08 through 9.11, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 through 9.11, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 9.08 through 9.11, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides Maximum Permitted Consideration payable for the proposed Permitted Acquisition (A) does not exceed $10,000,000 or (B) when added to the Administrative Agent (on behalf of the Lenders) as soon as available but aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated, does not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisitionexceed $20,000,000; (vviii) the Total Unutilized Revolving Loan Commitment immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such proposed Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in connection therewith) shall equal or exceed $10,000,000; (ix) the business Acquired Entity or Business proposed to be acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, shall be engaged in a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period Substantially Similar Line of such Permitted Acquisition), there shall exist no Compliance PeriodBusiness; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (viix) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable Acquired EBITDA for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business proposed to be acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed such Permitted Acquisition shall not be required to meet greater than $1,000,000 for the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with most recently ended 12 month period for which financial statements are available for such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000Business; and (ixxi) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized its Chief Financial Officer or Treasurer, certifying on behalf of the Borrower, certifying Borrower and to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiix), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiiv), (v), (vii), (viii) and (viiix).

Permitted Acquisitions. (a) Subject The nature of any business acquired with the proceeds of Advances shall be substantially similar to the provisions that of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and or any of its Wholly-Owned Consolidated Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and existing as of the date of such Permitted this Agreement. Borrower must obtain the prior written consent of the Required Lenders to use the proceeds of Advances for an Acquisition if (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iva) the Borrower provides cash portion of the Acquisition consideration exceeds U.S. $25,000,000.00 (provided that the Required Lenders have consented to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted XxXxxxx Acquisition and the payment PTM International Acquisition as defined below subject to the provisions of Section 2.3(b)); or (b) the aggregate cash portion of the gross purchase prices of all post-closing purchase price adjustments required Acquisitions (excluding the XxXxxxx Acquisition and the PTM International Acquisition as defined below) made or to be made with the proceeds of Advances during any four consecutive fiscal quarters of the Borrower exceeds, or including any proposed Acquisition will exceed, U.S. $25,000,000.00. Without such prior written consent of the Required Lenders, no such Acquisitions referred to in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required immediately preceding sentence are permitted to be made) and all capital expenditures (and the financing thereof) reasonably anticipated made by the Borrower to be made in the business acquired pursuant to such Permitted or any Subsidiary. In an Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) by the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result any Subsidiary of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all 100% of the Acquired Entity stock of a company or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity assets of a company, which Acquisition is otherwise permitted hereunder, the Borrower or Business so acquired were not in Qualified Jurisdictionssuch Subsidiary shall be entitled to assume the following kinds of Indebtedness of the target company: (i) Real Estate Debt, does not exceed $300,000,000; (ii) equipment related debt, (iii) Capital Leases, and (ixiv) Purchase Money Indebtedness; but shall not assume additional long-term Indebtedness without the prior written consent of the Required Lenders. In an Acquisition by the Borrower shall have delivered to the Administrative Agent on the date or any Subsidiary of less than 100% of the consummation stock of a company, which Acquisition is otherwise permitted hereunder, the Borrower or such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer Subsidiary shall be entitled to assume the kinds of Indebtedness of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses target company listed in (i) through (iii)iv) in the previous sentence, inclusive, as well as other short-term revolving debt; provided that all debt so assumed shall be on a non-recourse basis to the Borrower and clauses (v) through (viii), inclusive, and containing the calculations required its Subsidiaries. Any Acquisition not specifically permitted by the preceding clauses (iii) and (viii)terms of this Section shall not be a Permitted Acquisition. No proceeds of any Advance shall be used for any Acquisition which is not a Permitted Acquisition.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower Borrower, and any of its each Wholly-Owned Subsidiaries Subsidiary of the Borrower may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the Financial Covenant for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that the Financial Covenant would have been complied with as of the last day of such Calculation Period if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto) (it being understood and agreed that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or all respects, as the case may be) as of such earlier date; (ivv) in the case of a Foreign Permitted Acquisition, the Aggregate Consideration payable for the proposed Foreign Permitted Acquisition, when added to the Aggregate Consideration paid or payable for all other Foreign Permitted Acquisitions theretofore consummated since the Restatement Effective Date, does not exceed the sum of (I) $25,000,000 plus (II) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Foreign Permitted AcquisitionAcquisition Additional Equity Amount; (vvi) immediately before and after giving effect to such Permitted Acquisition and (but, for this purpose calculated as if the payment of all post-closing purchase price adjustments required (in the good faith reasonable determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and were then being paid with the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions proceeds of Revolving Loans or with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisitioncash on hand), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition the Minimum Liquidity Condition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of satisfied at such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000time; and (ixvii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer of the Borrowerits Chief Financial Officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) (in the case of a Foreign Permitted Acquisition) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 6.10 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries Qualified Subsidiary may from time to time from and after the first anniversary of the Final Cutover Date (as defined in the Transition Services Agreement) effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice prior to the consummation of the proposed any Permitted Acquisition; (iii) the Borrower provides to the Administrative Agent and the Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Closing Date, calculated as if the covenants contained in said Sections 7.11 and 7.12 had been applicable from the first day of the Calculation Period); (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants 49 set forth in Sections 7.11 and 7.12 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.11 and 7.12 through the date which is one year from the date of the consummation of the respective Permitted Acquisition (it being understood that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results); (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) after giving effect to such proposed Permitted Acquisition and the payment of all post-amounts (including fees and expenses) owing in connection therewith, the sum of (x) the Total Unutilized Revolving Commitment then in effect plus (y) the aggregate amount of all Unrestricted Cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall equal or exceed the sum of (I) $25,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post- closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) and as determined by the Borrower in good faith plus (III) all capital expenditures Consolidated Capital Expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all in the case of the Acquired Entity creation or Business acquired acquisition of a new Telco or Carrier Services Company pursuant to the respective a Permitted Acquisition is in a Qualified Jurisdictioncircumstances where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, provided, howeverrule or regulation to be pledged and are not to be pledged under the Pledge Agreement, the respective proposed Permitted Acquisition shall not be required to meet Pro Forma EBITDA Test is satisfied; (ix) the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other aggregate amount of Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed exceed, in the aggregate, $300,000,000; 500,000,000 and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the BorrowerOfficer, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations required by the preceding clauses (iiiiv), (v), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' (or 5 Business Days', in the case of a Specified Acquisition (as defined below)) prior written notice of the proposed any Permitted Acquisition, together with an executive summary setting forth (in reasonable detail) the principal terms and conditions of such Permitted Acquisition and a description of the business which is being acquired; (iii) calculations are made by the Borrower of compliance with the financial covenants contained in Sections 9.08, 9.09, 9.10, 9.11 and 9.12 for the respective Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period, provided, that the foregoing calculations in this clause (iii) shall not be required in respect of a Permitted Acquisition if (A) the aggregate consideration for such Permitted Acquisition does not exceed $1,000,000 and (B) no more than four other Permitted Acquisitions of the type described in the immediately preceding clause (A) shall have occurred in the fiscal quarter in which such Permitted Acquisition is to be consummated (each such Permitted Acquisition, a "Specified Acquisition"); (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith and (II) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements) for any such proposed Permitted Acquisition shall not exceed either (A) $35,000,000 or (B) when added to the Administrative Agent aggregate consideration paid for all other Permitted Acquisitions consummated during such fiscal year, $50,000,000; (on behalf of vi) the Lendersaggregate consideration (including, without limitation, (I) as soon as available but not later than 5 Business Days after the execution thereof, a copy aggregate principal amount of any executed Indebtedness assumed, incurred or issued in connection therewith and (II) the aggregate amount paid and to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase agreement or similar agreement with respect to such price arrangements) for all Permitted Acquisition; Acquisitions shall not exceed $150,000,000 (vvii) immediately after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such each Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition Total Unutilized Revolving Loan Commitment shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all equal or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00020,000,000; and (ixviii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, and each Lender an officer’s 's certificate executed by an Authorized a Senior Financial Officer of the Borrower, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) to the extent required by the preceding clauses (iii), (v), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Subsidiary of the Borrower may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 5 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the financial covenants contained in Sections 10.08 through 10.10, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition and all representations and warranties contained herein and in other Permitted Acquisitions theretofore consummated after the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as had occurred on the first day of such earlier dateCalculation Period; (iv) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement Aggregate Consideration paid or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and payable for all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended theretofore consummated during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).then fiscal year

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.16 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries each Obligor may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Obligors’ Agent shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Obligors’ Agent with respect to the financial covenant contained in Sections 10.07 (determined, for purposes of this Section 9.16 only, as if a Compliance Period is then in existence) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenant 127 would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf Aggregate Consideration paid or payable for all other Permitted Acquisitions theretofore consummated during the then Fiscal Year of the Lenders) as soon as available but Obligors’ Agent, does not later than 5 Business Days after exceed the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to Permitted Acquisition Basket Amount for such Permitted AcquisitionFiscal Year; (vvi) the Payment Conditions are satisfied (both immediately before and after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any respective Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (; and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Obligors’ Agent shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi); provided that if on the date a binding contract for an otherwise Permitted Acquisition is entered into the conditions in clauses (i) and (iv) would have been met had such Permitted Acquisition been consummated on such date, then such acquisition shall be deemed a Permitted Acquisition.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 5.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time during the term of this Agreement, effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 ten (10) Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iiiiii the Borrower shall have provided the Agent with calculations evidencing (x) a proforma Fixed Charge Coverage Ratio (based on trailing 12 month Earnings Before Interest, Taxes, Depreciation and Amortization) of not less than 1.5:1 and (y) average Credit Availability for the immediately preceding 90 days of not less than $2,500,000 (iv) all representations and warranties contained herein and in the other Credit Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower shall have delivered to the Agent an officer's certificate executed by a senior officer of the Borrower, certifying to the best of his knowledge, that the proposed Permitted Acquisition could not reasonably be expected to result in materially increased tax, ERISA, or any of its Subsidiaries (except such liabilities in amounts reasonable in relation to the size of the Permitted Acquisition and which are not likely, individually or in the aggregate, to (x) cause a subsequent breach of any covenants (financial or otherwise) contained herein or (y) give rise to a Material Adverse Effect), (vi) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 five (5) Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized the Chairman or Chief Financial Officer of the Borrower, certifying certifying, to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (vviii) through (viii), inclusive, and containing the calculations (A) required by the preceding clauses clause (iii), (ix) the aggregate consideration (including, without limitation, cash, assumed debt, Permitted Acquired Debt, capitalized lease obligations and the principal amount of all issued promissory notes including, without limitation, seller notes) payable in connection with proposed Permitted Acquisitions does not exceed $2,000,000 in any fiscal year of Borrower (excluding any cash of the target company and any contingent payouts in connection with such Permitted Acquisition, provided the contingent payout is subject to a subordination agreement satisfactory in form and substance to Lender) and (viiiy) the aggregate consideration paid in connection with the proposed Permitted Acquisition, when combined with the aggregate consideration paid in connection with all other Permitted Acquisitions consummated pursuant to this proviso, does not exceed $3,000,000 (excluding any cash of the target company and any contingent payouts in connection with such Permitted Acquisition, provided the contingent payout is subject to a subordination agreement satisfactory in form and substance to Lender); (x) if any portion of the Debt incurred in connection with such Permitted Acquisition consists of seller notes, the Agent shall have reviewed and approved, prior to the closing of such Permitted Acquisition, the payment terms, structure, and security (if any) for such seller notes and such seller notes shall have been subordinated to the Obligations on terms and conditions and pursuant to subordination agreements satisfactory to the Agent.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.16, Section 9.02(ii) and the requirements contained in the definition of Permitted Acquisition, the Borrower Adience and any of its Wholly-Owned Subsidiaries may from time to time after the Initial Borrowing Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Adience shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 Business Days’ ' prior written notice of the proposed Permitted Acquisition; (iii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, (ii) based on calculations made by Adience on a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant Pro Forma Basis after giving effect to the respective Permitted Acquisition is and any Indebtedness (including without limitation Acquired Indebtedness, Permitted Acquisition Subordinated Indebtedness and any Revolving Loans) incurred, issued or assumed in a Qualified Jurisdictionconnection with the respective Permitted Acquisition or to finance same, providedno Default or Event of Default will exist under, howeveror would have existed during the periods covered by, the financial covenants contained in Sections 9.08 through 9.11, -77- inclusive, of this Agreement, (iii) based on good faith projections prepared by Adience for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08 through 9.11 inclusive shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08 through 9.11, inclusive, of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition, (iv) Adience shall certify that the proposed Permitted Acquisition shall could not reasonably be required expected to meet result in materially increased tax (excluding income and similar taxes as a result of increased earnings which may result from the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such respective Permitted Acquisition), when aggregated ERISA or environmental liabilities with respect to Holdings or any of its Subsidiaries, it being understood that any determination of whether the Maximum proposed Permitted Consideration payable Acquisition could reasonably be expected to result in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all such materially increased tax, ERISA or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictionsenvironmental liabilities shall take into account, does not exceed $300,000,000; inter alia, (x) any available indemnities and (ixy) the Borrower timing and likelihood of payment thereunder and (v) Adience shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer Representative of the BorrowerBorrowers, certifying (A) to the best of his knowledge, compliance with the requirements of preceding clauses (i), (ii) through and (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (ii) and (iii) and (viiiB) compliance with the requirements of Section 9.02(ii).

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) for the period of four (except in the case of any determination of Consolidated EBITDA for purposes of such Sections, which shall be measured on a two-quarter annualized basis as provided in the definition thereof) consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma Basis as if the respective Permitted --- ----- Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Second Restatement Effective Date or the Third Restatement Effective Date, calculated as if the covenants contained in said Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed 3.0:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis --- ----- as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Borrower, each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor and, solely if the respective Permitted Acquisition is justified pursuant to (and within the limitations established by) clause (vii) below, any Wholly-Owned Foreign Subsidiary of the Borrower, may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) except as provided in the immediately succeeding sentence, the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) (x) calculations are made by the Borrower with respect to the Total Leverage Ratio, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show a Total Leverage Ratio that is less than or equal to 0.25 less than the maximum Total Leverage Ratio set forth in Section 10.09 for the Fiscal Quarter then most recently ended and (y) calculations are made by the Borrower with respect to the Interest Expense Coverage Ratio for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show an Interest Expense Coverage Ratio that is greater than or equal to 0.25 greater than the minimum Interest Expense Coverage Ratio set forth in Section 10.08 for the Fiscal Quarter then most recently ended; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 10.08 and 10.09, inclusive, shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in such Sections 10.08 and 10.09, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) unless the Borrower provides to Total Leverage Ratio, calculated for the Administrative Agent (respective Calculation Period on behalf of a Pro Forma Basis as if the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such respective Permitted Acquisition (and as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, is less than or equal to 2.0 to 1.0, the Aggregate Consideration payable for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any proposed Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in when added to the businesses acquired pursuant to Aggregate Consideration paid or payable for all other Permitted Acquisitions with Post-Closing Periods ended during that were made at any time when the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely Total Leverage Ratio was greater than or equal to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted 2.0 to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions1.0, does not exceed $300,000,00030,000,000; provided that, for all purposes of this clause (vi) only, and at the election of the Borrower (who shall, at the time of any utilization as described in the following clauses (x) and/or (y) notify the Administrative Agents of the amounts so utilized), (x) the Cumulative Retained Excess Cash Flow Amount as in effect immediately before the proposed Permitted Acquisition may be used to pay purchase consideration in connection with the proposed Permitted Acquisition and to the extent so used such amount shall not be included in determining the Aggregate Consideration paid or payable for purposes of this clause (vi) only (with the effect being that the Cumulative Retained Excess Cash Flow Amount shall be reduced, but not below $0, by the amount so used pursuant to this clause (x)) and (y) net cash proceeds of Incremental Term Loans and of any issuances of common stock or Qualified Preferred Stock by Holdings which are not required to be used to make repayments pursuant to Section 5.02(c), may be used to pay purchase consideration in connection with one or more Permitted Acquisitions and to the extent so used such funds shall not be included in determining the Aggregate Consideration paid or payable for purposes of this clause (vi) only; (vii) in the case of a Permitted Acquisition of a Wholly-Owned Foreign Subsidiary or of an Acquired Entity or Business to be owned by a Wholly-Owned Foreign Subsidiary, and in addition to the foregoing requirements, the portion of the Aggregate Consideration payable for the proposed Permitted Acquisition attributable to the acquisition of a Wholly-Owned Foreign Subsidiary or of an Acquired Entity or Business to be owned by a Wholly-Owned Foreign Subsidiary, when added to the Aggregate Consideration paid or payable for all other Permitted Acquisitions of Wholly-Owned Foreign Subsidiaries or of an Acquired Entity or Business to be owned by a Wholly-Owned Foreign Subsidiary, shall not exceed $10,000,000; and (ixviii) except as provided in the immediately succeeding sentence, the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iii), (iv), (vi) and (vii). Notwithstanding anything to the contrary contained above, with respect to one or more Permitted Acquisitions where the Aggregate Consideration (for this purpose determined in accordance with clause (vi) of the immediately preceding sentence, but without regard to the proviso thereto) does not exceed $5,000,000 (and does not constitute a utilization of any of the Cumulative Retained Excess Cash Flow Amount and is not financed with net cash proceeds of Incremental Term Loans), the Borrower shall not be required to comply with the requirements of clauses (ii) or (viii) of the immediately preceding sentence, although all other requirements of the immediately preceding sentence shall be applicable. With respect to any Permitted Acquisition where the Borrower would like a subsequent increase to the Permitted Capital Expenditures in accordance with clause (y) of Section 10.07(a), the Borrower shall provide the Administrative Agent with a copy of the historical financial statements for the respective Acquired Entity or Business referenced in the definition of Acquired Revenue and its calculations of the Acquired Revenue for the respective Acquired Entity or Business.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, Magellan, the Borrower and any each of its Magellan’s other Wholly-Owned Subsidiaries that are Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Magellan shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 5 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) the Administrative Agent and the Lenders shall have received, to the extent available, audited year end financial statements for at least the previous fiscal year and interim unaudited quarterly financial statements for the then current fiscal year of the Acquired Entity or Business being acquired pursuant to such proposed Permitted Acquisition, although to the extent that such audited year end financial statements are not available, the Administrative Agent shall be reasonably satisfied with the form and scope of all financial statements for such Acquired Entity of Business for the then most recently ended fiscal year of such Acquired Entity or Business and for the then current fiscal year of such Acquired Entity or Business; (iv) calculations are made by Magellan with respect to the financial covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with as of the last day of such Calculation Period; (v) all of the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvi) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of the Total Unutilized Revolving Loan Commitment then in effect plus the aggregate amount of all Unrestricted cash and Cash Equivalents of Magellan and its Subsidiaries at such time shall equal or exceed the sum of (I) $75,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable within the 12 months following such Permitted Acquisition in respect of all post-closing purchase price adjustments adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) as determined by Magellan in good faith; and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower Magellan shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s (with copies for each Lender) a certificate executed by an one of its Authorized Officer of the Borrower, Officers certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiivi), inclusive, and clauses inclusive (v) through (viiito the extent applicable), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iiiiv) and (viiivi); provided, however, the provisions of clauses (ii) and (iii) above shall not be applicable to Permitted Acquisitions in which the Maximum Permitted Consideration is less than $25,000,000.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09, 9.10 and 9.11 for the Test Period (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition for which financial statements are available (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) the Borrower shall certify, and the Administrative Agent shall have been satisfied in its reasonable discretion, that the proposed Permitted Acquisition could not reasonably be expected to result in increased tax, ERISA, environmental or other contingent liabilities with respect to the Borrower or any of its Subsidi- aries that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, Lenders a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) the aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of the Borrower) of any common stock or Qualified Preferred Stock of the Borrower issued as part of the purchase price therefor (provided that no Default or Event of Default under Section 10.10 would result therefrom) and (III) the aggregate amount paid and reasonably expected to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price arrangements in connection therewith) paid in respect of all Permitted Acquisitions shall not exceed $125,000,000, of which up to, but no more than, $40,000,000 may be used to make Permitted Acquisitions of Persons that, upon the consummation of such Permitted Acquisition, will become direct Wholly-Owned Foreign Subsidiaries of the Borrower; (viii) in respect of any Permitted Acquisition consummated (I) on or prior to June 16, 2001, (A) at least 25% of the aggregate consideration paid therefor shall consist of or shall be funded with new cash equity received by the Borrower and/or common stock and/or Qualified Preferred Stock issued by the Borrower and (B) the Total Leverage Ratio as of the last day of the respective Calculation Period, calculated on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, shall be less than or equal to the Borrower's Total Leverage Ratio as in effect immediately prior to such Permitted Acquisition or (II) after June 16, 2001, if the Total Leverage Ratio as in effect immediately prior to such Permitted Acquisition is (x) greater than or equal to 4.00:1.00, then the Total Leverage Ratio as of the last day of the respective Calculation Period, calculated on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, shall be less than or equal to the Total Leverage Ratio as in effect immediately prior to such Permitted Acquisition, or (y) less than 4.00:1.00, then the Borrower's Total Leverage Ratio as of the last day of the respective Calculation Period, calculated on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, shall be equal to or less than the lesser of (A) 4.00:1.00 and (B) the maximum Total Leverage Ratio required at such time so that no Event of Default then would exist under Section 9.11; (ix) if any proceeds of Revolving Loans and/or Swingline Loans are used to pay any part of the purchase price for such Permitted Acquisition or any fees or expenses incurred in connection therewith, after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower payments to be made in connection therewith), the business acquired pursuant to Total Unutilized Revolving Loan Commitment shall equal or exceed (I) $20,000,000, if such Permitted Acquisition within is consummated between December 1 of any year and January 31 of the 180-day period following year, (such period for any Permitted AcquisitionII) $15,000,000, a “Post-Closing Period”) following if such Permitted Acquisition is consummated between either October 1 and November 31 of any year or February 1 and March 31 of any year, or (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of III) $10,000,000, if such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause consummated between April 1 and September 30 of any year; (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ixx) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses (v) through vii), (viii) and (ix), inclusive, and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iii), (vii), (viii) and (viii)ix) and (B) necessary to establish the Acquired EBITDA of the Acquired Entity or Business acquired pursuant to each Permitted Acquisition for the most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business, which calculations shall be reasonably approved by the Administrative Agent; and (xi) if the aggregate consideration paid in respect of any Permitted Acquisition is greater than or equal to $35,000,000, the Borrower shall provide to the Administrative Agent and the Lenders at least 10 Business Days prior to the consummation of any such Permitted Acquisition an audited consolidated balance sheet, together with the related audited consolidated statements of income, cash flows and shareholders' equity for the respective Acquired Entity or Business for either the most recently ended fiscal year or latest twelve months of such Acquired Entity or Business for which financial statements are available, which financial statements shall have been certified by independent certified public accountants of recognized standing.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) in the case of any Permitted Acquisition in which any newly acquired Subsidiary is obligated to comply with the requirements of Section 10.15(iii), the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice of the proposed Permitted AcquisitionAcquisition (or such shorter notice as agreed by the Administrative Agent in its sole discretion); (iii) all representations and warranties contained herein and except in the case of a Permitted Acquisition effected by a Wholly-Owned Foreign Subsidiary, the Aggregate Consideration attributable to all Persons and assets purchased or acquired pursuant to all Permitted Acquisitions (other than Permitted Acquisitions effected by Wholly-Owned Foreign Subsidiaries) which do not become Credit Documents Parties or Collateral directly held by a Credit Party (for this purpose, excluding as Collateral the value of Equity Interests of Persons so acquired that are not Wholly-Owned Domestic Subsidiaries) shall be true not exceed the sum of (x) $25,000,00050,000,000 plus (y) the Available Amount then in effect plus (z) the Aggregate Consideration attributable to all Persons and correct in assets purchased or acquired pursuant to all material respects such Permitted Acquisitions after the Effective Date and prior to the Second Amendment Effective Date which do not become Credit Parties or Collateral directly held by a Credit Party; (iv) calculations are made by the Borrower of compliance with the same effect as though such representations covenants contained in Sections 10.08 and warranties had been made on and as of 10.09 for the Calculation Period most recently ended prior to the date of such Permitted Acquisition (both before and after giving effect thereto)Acquisition, unless stated to relate to on a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects Pro Forma Basis as of such earlier date; (iv) if the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such respective Permitted Acquisition (and as well as all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions theretofore consummated after the Initial Borrowing Date in which all or substantially all first day of such Calculation Period) had occurred on the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000first day of such Calculation Period; and (ixv) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such any proposed Significant Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses clause (iii) and (viiiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.10 and the requirements contained in the definition of Permitted Acquisition, the Borrower Company and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Company which is a Subsidiary Guarantor may from time to time after September 30, 2003 effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Investors otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower Company shall have given to the Administrative Agent (on behalf of the Lenders) Investors at least 10 Business Days’ ' prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Required Investors), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Company with respect to the financial covenants contained in Sections 8.09 through 8.11, inclusive, for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Company for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 8.09 through 8.11, inclusive, shall be better than or equal to such level as would be required to provide that no Default would exist under the financial covenants contained in such Sections 8.09 through 8.11, inclusive, as compliance with such financial covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents this Agreement shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount paid and reasonably expected to be paid (based on good faith projections prepared by the Company) pursuant to any non-compete, consulting or purchase price adjustments) payable for the proposed Permitted Acquisition, when added to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement aggregate consideration paid or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and payable for all other Permitted Acquisitions for which theretofore consummated during such purchase price adjustments may be required to be made) and all capital expenditures (and fiscal year, does not exceed the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (Basket Amount for such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17fiscal year; (vii) the Borrower determines aggregate amount of deferred compensation or other deferred purchase price (including any earn-outs) paid in good faith that any fiscal year of the Borrower Company in respect of all Permitted Acquisitions (whether or not such Permitted Acquisitions were consummated during such fiscal year) shall not exceed $2,000,000 (it being understood and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingagreed, however, Indebtedness permitted to that any such deferred compensation or other deferred purchase price (including any earn-outs) shall be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all structured as a multiple of the excess of the cash flow of the Acquired Entity or Business acquired pursuant to that is the subject of the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, for the respective proposed Permitted Acquisition shall not be required to meet most recently ended 12-month period above the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with cash flow for such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000for such 12-month period selected to determine the purchase price for such Permitted Acquisition); and (ixviii) the Borrower Company shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s each Investor a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vi) and (viiivii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 9.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) in the case of any Permitted Acquisition or series of related Permitted Acquisitions in which the aggregate consideration payable in connection therewith is $10,000,000 or more, the Borrower shall have given to the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ (or such shorter period of time as may be reasonably acceptable to the Administrative Agent) prior written notice of any Permitted Acquisition, which notice shall describe in reasonable detail the proposed principal terms and conditions of such Permitted Acquisition; (iii) Holdings shall be in compliance with the financial covenant contained in Section 10.07 (whether or not such covenant is applicable at such time in accordance with its terms) for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such the respective Permitted Acquisition (both before and after giving effect thereto) (it being understood that any representation and warranty that is qualified by materiality or Material Adverse Effect shall be required to be true and correct in all respects), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or all respects, or as the case may be) as of such earlier date; (ivv) to the extent that the Borrower provides is using the proceeds of Revolving Loans or Swingline Loans to finance the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such proposed Permitted Acquisition; (v) , after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of (I) the Total Unutilized Revolving Loan Commitment plus (II) the aggregate amount of Unrestricted cash and Cash Equivalents (including, for the avoidance of doubt, cash and Cash Equivalents restricted in favor of the Administrative Agent or the Collateral Agent) of Holdings and its Subsidiaries shall equal or exceed the sum of (x) $15,000,000 plus (y) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated as determined by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000faith; and (ixvi) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Financial Officer of the Borrowerthereof, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii) and (viiiv).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) for the period of four (except in the case of any determination of Consolidated EBITDA for purposes of such Sections, which shall be measured on a two-quarter annualized basis as provided in the definition thereof) consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Original Effective Date, the First Restatement Effective Date or the Second Restatement Effective Date, calculated as if the covenants contained in said Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.08, 9.09, 9.10 and 9.11 (in the case of Section 9.11, giving effect to the last sentence appearing therein) of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed 3.0:1.0 on the last day of the relevant Calculation Period, on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) therewith and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii).such

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 5 Business Days’ prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) for the Calculation Period most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition (exclusive of the aggregate liquidation preference or fair market value, as applicable, of any Equity Interest issued by Holdings as consideration in connection with such Permitted Acquisition) does not exceed $20,000,000; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00015,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v) and (viii), provided, however, that so long as (x) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $5,000,000 and (y) the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as the proposed Permitted Acquisition, does not exceed $10,000,000, the Borrower shall not be required to comply with clauses (ii) and (vii) above in connection with such Permitted Acquisition and the officer’s certificate otherwise required to be delivered pursuant to clause (ix) above shall instead be delivered to the Administrative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 6.13 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): as: (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Effective Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending December 31, 2005, in connection with a Permitted Acquisition consummated prior to December 31, 2005); (iv) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the US Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the US Borrower, certifying certifying, to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiiiv); provided, however, that so long as the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $25,000,000, the US Borrower shall not be required to comply with clause (ii) above in connection with such Permitted Acquisition and the substance of the officer’s certificate otherwise required to be delivered pursuant to clause (vi) above shall instead be included as part of the next officer’s certificate required to be delivered to the Administrative Agent under Section 6.01(d).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its each Wholly-Owned Subsidiaries Domestic Subsidiary of the Borrower which is a Subsidiary Guarantor may from time to time after the Effective Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the proposed Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower with respect to the financial covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; provided that, if the respective Permitted Acquisition is a Two-Step Permitted Acquisition, the calculations required pursuant to this clause (iii) shall be required to be made on a Pro forma Basis as otherwise required above, but both after giving effect to (x) first, the acquisition of shares of the Target actually acquired pursuant to the initial acquisition of shares (but not giving effect to any subsequent merger or share acquisition or acquisitions to be effected as part of the Two-Step Permitted Acquisition) and (y) second, to the actions described in preceding clause (x) and the subsequent merger or share acquisition or acquisitions which will conclude the respective Two-Step Permitted Acquisition, and both sets of calculations shall show that the financial covenants referenced above would have been complied with in both scenarios described in preceding clauses (x) and (y) of this proviso (i.e., whether or not the subsequent merger or share acquisition or acquisitions is or are ever effected); (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides aggregate consideration (including, without limitation, (I) the aggregate principal amount of any Indebtedness assumed, refinanced, incurred or issued in connection therewith and (II) the aggregate amount of any deferred compensation or deferred purchase price (including any earn-outs) at any time paid or payable in connection therewith) paid or payable for the proposed Permitted Acquisition, when added to the Administrative Agent aggregate consideration paid or payable for all other Permitted Acquisitions theretofore consummated from the Effective Date, shall not exceed $50,000,000 in the aggregate; provided that, if the Borrower utilizes (on behalf of 1) any Available Retained ECF Amount, (2) the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy proceeds of any executed purchase agreement equity contribution made to Holdings by an investment fund managed by Xxxxx & Company or similar agreement with respect other stockholders of Holdings which were stockholders of Holdings on the Initial Borrowing Date (including management to such the extent constituted same or stockholders on the Initial Borrowing Date) or (3) the proceeds of any other equity contribution made to Holdings to the extent not required to be applied as a mandatory repayment pursuant to Section 4.02(c), and, in each case, contributed by Holdings to the Borrower, to effect, in whole or in part, any Permitted Acquisition, the amount so utilized pursuant to this proviso shall not be included in determining compliance with this clause (v); (vvi) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures Capital Expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00015,000,000; and (ixvii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrowerits chief financial officer, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiivi), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (v) and (viiivi).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.15 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ ' prior written notice prior to the consummation of the proposed Permitted Acquisition (or such shorter notice as may be reasonably acceptable to the Administrative Agent in the case of any proposed Permitted Acquisition), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and 9.09 for the respective Calculation Period on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Effective Date, calculated as if the covenants contained in said Sections 9.08 and 9.09 had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the respective Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the financial covenants set forth in Sections 9.08 and 9.09 shall be better than or equal to such level as would be required to comply with such financial covenants through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvi) the Borrower provides shall provide to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vvii) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date, does not exceed $100,000,000 (of which no more than $50,000,000 may be spent in any fiscal year of the Borrower); provided, however, the Maximum Permitted Non-Equity Consideration payable in connection with the proposed Permitted Acquisition, when aggregated with the Maximum Permitted Non-Equity Consideration payable in connection with all other Permitted Acquisitions consummated after the Effective Date, shall not exceed $50,000,000 (of which no more than $25,000,000 of such Maximum Permitted Non-Equity Consideration may be spent in any fiscal year of the Borrower); (viii) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures Capital Expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Available Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00075,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on Agent, no later than the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiiv), inclusive, and clauses (vvii) through and (viii), inclusive, and containing the calculations (in reasonable detail) required by the preceding clauses (iii), (iv), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and each other Credit Party (to the extent that such Credit Party is able to, and does, xxxxx x Xxxx to the Collateral Agent for the benefit of the Secured Creditors on and security interest in assets acquired thereby in connection with such Permitted Acquisition, but limited to 65% of the capital stock of any of its Wholly-Owned Subsidiaries Foreign Subsidiary) may from time to time after the Merger Date effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 15 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; , (iiiii) no Default or Event of Default is in existence at the time of entering into a legally binding agreement to consummate such Permitted Acquisition or would result immediately after giving effect thereto and all representations and warranties contained herein and or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been were made on and as of the date of entering into a legally binding obligation to consummate such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; , (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 8.08, 8.09 and 8.10 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period, (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) Total Unutilized Revolving Loan Commitment shall be at least $15,000,000 after giving effect to the respective Permitted Acquisition, (v) with respect to any Permitted Acquisition the aggregate consideration in connection with which is $15,000,000 or more, projections (it being recognized by the Administrative Agent and the Banks that projections as to future events are not to be viewed as facts or factual information and that actual results during the period or periods covered thereby may differ from the projected results) prepared by the Borrower in good faith for the period from the date of the consummation of such Permitted Acquisition and to the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for date which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there is one year thereafter shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith reflect that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to shall be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of compliance with the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements covenants set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with Sections 8.08, 8.09 and 8.10, inclusive for such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; period and (ixvi) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the BorrowerHoldings, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiiv).

Permitted Acquisitions. (a) Subject to the remaining provisions of this Section 9.14 8.11 applicable thereto and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (x) the aggregate consideration paid in each case except connection with any Permitted Acquisition or series of related Permitted Acquisitions does not exceed $50,000,000 (including the fair market value (as determined in good faith by the Board of Directors of the Borrower) of all common stock of the Borrower issued as consideration to sellers in connection with such Permitted Acquisition and any Indebtedness (to the extent the Required Lenders otherwise specifically agree permitted by this Agreement) assumed in writing in the case of a specific connection with any such Permitted Acquisition): ); (iy) immediately after giving effect to any Permitted Acquisition and the payment of the consideration therefor, the Borrower's and its Subsidiaries' free cash balances on hand plus the Total Unutilized Revolving Loan Commitment (exclusive of any Blocked Commitment) as then in effect shall not be less than $40,000,000; and (z) with respect to each Permitted Acquisition, (A) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed such Permitted Acquisition or shall exist immediately after giving effect thereto; , (iiB) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 Business Days’ days prior to the consummation of any Permitted Acquisition written notice of the proposed (each such notice, a "Permitted Acquisition; Acquisition Notice"), which notice shall contain (iiiI) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition is scheduled to be consummated, (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivII) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing estimated purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (viIII) such proposed Permitted Acquisition shall be effected in accordance with a description of the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted stock and/or assets to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with (IV) the Maximum sources of cash to be used to effect such Permitted Consideration payable Acquisition and (V) in the case of common stock issued as consideration to the seller in connection with all other a Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all Acquisition, a description of the Acquired Entity common stock to be issued in connection with the consummation of such Permitted Acquisition and the estimated fair market value thereof, (C) such Permitted Acquisition and the collateral and other arrangements described in Section 8.11(b) below with respect to such Permitted Acquisition shall not violate any term or Business so acquired were not in Qualified Jurisdictionsprovisions of this Agreement, does not exceed $300,000,000; and (ixD) at least 10 Business Days prior to the consummation of the respective Permitted Acquisition, the Borrower shall furnish to the Agent for distribution to each of the Banks an officer's certificate executed by the chief financial officer or treasurer of the Borrower, setting forth (i) recalculations of compliance with the covenants contained in Sections 9.08, 9.09 and 9.10, for the period of four consecutive fiscal quarters most recently ended prior to the date of such Permitted Acquisition, on a pro forma basis as if the respective Permitted Acquisition had occurred on the first day of such period, and such recalculations shall show that such covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such period and (ii) the Borrower shall have delivered in good faith believes that after giving effect to the Administrative Agent on Permitted Acquisition the financial covenants contained in such Sections 9.08, 9.09 and 9.10, inclusive, will continue to be met for the one year period following the date of the consummation of such proposed the Permitted Acquisition; provided that, an officer’s certificate executed by an Authorized Officer notwithstanding the foregoing, in the case of a Permitted Acquisition in which the Borroweraggregate consideration therefor does not exceed $15,000,000, certifying the Borrower shall not be required to the best of his knowledge, compliance comply with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iiiz)(B) and (viiiz)(D) above prior to the consummation of such Permitted Acquisition (although the Borrower shall be required to deliver to the Agent an officer's certificate of the type described in clause (z)(D)(ii) above within 10 days after any such Permitted Acquisition). The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by the Borrower that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 7 and 10.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 7.12 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted AcquisitionsAcquisitions in accordance with the definition thereof, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given to the Administrative Agent and the Lenders (on behalf of the Lendersx) at least 10 5 Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition and (y) a copy of any “Phase One” or “Phase Two” environmental assessment that the Borrower, in its discretion, obtained in connection with the proposed Permitted Acquisition; (iii) in the case of a Significant Acquisition, calculations are made by Holdings with respect to the Financial Covenants for the Test Period most recently ended on a Post-Test Period Pro Forma Basis as if the respective Significant Acquisition (as well as all other Significant Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Test Period) had occurred on the first day of’ such Test Period, and such calculations shall show that such Financial Covenants would have been complied with if the respective Permitted Acquisition had occurred on the first day of such Test Period; (iv) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of Aggregate Consideration for all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date shall not exceed $75,000,000; (vi) in which all addition to the requirements of preceding clause (v), in the case of Permitted Acquisitions made after the Restatement Effective Date by any Foreign Subsidiary or substantially all of where the respective Acquired Entity or Business is outside, or is organized outside, the United States (or any portion thereof is so acquired were not organized or located outside the United States) no such Permitted Acquisition described in Qualified Jurisdictionsthis clause (vi) may be effected if after giving effect thereto, the Permitted Foreign Investment Amount would be less than $0; (vii) in addition to the requirements of clause (v) above, in the case of Permitted Acquisitions made after the Restatement Effective Date where the respective Acquired Entity or Business (or any Person directly or indirectly owned by it) will be a Non-Wholly Owned Domestic Subsidiary or Joint Venture, no such Permitted Acquisition described in this clause (vii) may be effected if, after giving effect thereto, the Permitted JV Investment Amount would be less than $0; (viii) in addition to the requirements of clause (v) above, in the case of Permitted Acquisitions made after the Restatement Effective Date where the respective Acquired Business or Entity holds Equity Interests in an entity representing less than 20% of the total outstanding Equity Interests of such entity, the fair market value of all such Equity Interests shall, unless the acquisition of such Equity Interests can be justified under Section 8.06(d), be deemed to be a utilization of the basket amount set forth in Section 8.06(r) and shall only be permitted if same does not exceed $300,000,000the amount then available under such basket; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s a certificate executed by an Authorized Officer the chief financial officer or controller of the Borrower, certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations (in reasonable detail) required by the to establish compliance with preceding clauses (iii) (if applicable), (v), (vi), (vii) and (viii).

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 6.13 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): as: (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Restatement Effective Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) the Maximum Permitted Consideration (excluding consideration consisting of any Equity Interests (other than any Disqualified Preferred Stock) of the US Borrower and any Concurrent Equity Proceeds) payable in connection with the proposed Permitted Acquisition does not exceed $250,000,000; (v) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the US Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the US Borrower, certifying certifying, to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viiiiv).; provided, however, that so long as the Maximum Permitted Consideration paid in connection with the proposed Permitted Acquisition, when combined with the Maximum Permitted Consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $75,000,000, the US Borrower shall not be required to comply with clause (ii) above in connection with such Permitted Acquisition and the substance of the officer’s certificate otherwise required to be delivered pursuant to clause (vi) above shall instead be included as part of the next officer’s certificate required to be delivered to the Administrative Agent under Section 6.01(d). For the avoidance of doubt, acquisitions permitted under Section 7.02(t) shall be in addition to any Permitted Acquisitions permitted hereunder. 123

Permitted Acquisitions. (a) Subject to the provisions of this ---------------------- Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the U.S. Borrower and any of its Wholly-Owned Domestic Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders Banks otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the U.S. Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Banks at least 10 5 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the U.S. Borrower of compliance with the covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) for the period of four consecutive fiscal quarters (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition (each, a "Calculation Period"), on a Pro Forma --- ----- Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions there tofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Restatement Effective Date, calculated as if the covenants contained in said Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day of the Calculation Period); (iv) based on good faith projections prepared by the U.S. Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09 and 9.10 (in each case, giving effect to the last sentence appearing therein) of this Agreement as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the U.S. Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed 3.75:1.0 on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all --- ----- other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the U.S. Borrower provides to the Administrative Agent (on behalf of and the Lenders) Banks as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) after giving effect to such each Permitted Acquisition (and the payment of all post-closing purchase price adjustments required (in the good faith determination of the U.S. Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) therewith and all capital expenditures (and the financing thereof) reasonably anticipated by the U.S. Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) 90 days following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00010,000,000; and (ix) the U.S. Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the U.S. Borrower, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (iiivi), inclusive, and clauses (v) through (viii), inclusive, ) and containing the calculations required by the preceding clauses (iii), (iv), (v) and (viii); provided however, that so long as (x) the aggregate -------- ------- consideration (including, without limitation, cash, assumed debt and the principal amount of all issued promissory notes) payable in connection with the proposed Permitted Acquisition does not exceed $5,000,000 and (y) the aggregate consideration paid in connection with the proposed Permitted Acquisition, when combined with the aggregate consideration paid in connection with all other Permitted Acquisitions consummated in the same fiscal quarter as such proposed Permitted Acquisition, does not exceed $10,000,000, the U.S. Borrower shall not be required to comply with clauses (ii) and (vii) above in connection with such Permitted Acquisition and the officer's certificate otherwise required to be delivered pursuant to clause (ix) above shall instead be delivered to the Administative Agent within 45 days following the end of the fiscal quarter in which such Permitted Acquisition is consummated.

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 8.14 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any of its Wholly-Owned Subsidiaries the Subsidiary Guarantors may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09, 9.10 and 9.11 for the Test Period (taken as one accounting period) most recently ended prior to the date of such Permitted Acquisition for which financial statements are available (each, a "Calculation Period"), on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such recalculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period; (iv) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 9.09, 9.10 and 9.11 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 9.09, 9.10 and 9.11 as compliance with such covenants would be required through the date which is one year from the date of the consummation of the respective Permitted Acquisition; (v) the Borrower shall certify, and the Administrative Agent shall have been satisfied in its reasonable discretion, that the proposed Permitted Acquisition could not reasonably be expected to result in increased tax, ERISA, environmental or other contingent liabilities with respect to Holdings or any of its Subsidiaries that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivvii) the Borrower provides to the Administrative Agent (on behalf of and the Lenders) Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vviii) after giving effect to such Permitted Acquisition and the payment aggregate consideration (including, without limitation, (I) the aggregate principal amount of all post-closing any Indebtedness assumed, incurred or issued in connection therewith, (II) the fair market value (as determined in good faith by the Board of Directors of Holdings) of any common stock of Holdings, Qualified Preferred Stock of Holdings or 16% Redeemable Preferred Stock of Holdings issued as part of the purchase price adjustments required therefor (in provided that no Default or Event of Default under Section 9.13(a) or 10.10 would result therefrom) and (III) the good faith determination of the Borrower) in connection with such Permitted Acquisition (aggregate amount paid and all other Permitted Acquisitions for which such to be paid pursuant to any earn-out, non-compete or deferred compensation or purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period arrangements for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Restatement Effective Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does and prior to such Permitted Acquisition shall not exceed $300,000,000125,000,000; (ix) no more than $50,000,000 of the aggregate consideration paid in connection with all such Permitted Acquisitions shall be funded with Indebtedness (including Revolving Loans, Swingline Loans and/or Additional Subordinated Debt), PROVIDED that if at the time of any Permitted Acquisition, and after giving effect thereto, the Senior Leverage Ratio for the respective Calculation Period, calculated on a PRO FORMA Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, is less than 3.00:1.00, then the aggregate principal amount of such Indebtedness may be increased to $75,000,000, PROVIDED, HOWEVER, in no event shall more than $25,000,000 of proceeds of Revolving Loans and Swingline Loans in the aggregate be used to fund Permitted Acquisitions consummated after the Restatement Effective Date; (x) after giving effect to each Permitted Acquisition (and all payments to be made in connection therewith), the Total Unutilized Revolving Loan Commitment shall equal or exceed $5,000,000; and (ixxi) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the Borrower, certifying to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iiivi), inclusive, and clauses (v) through (viii), inclusive, (ix) and (x) and containing the calculations (in reasonable detail) (A) required by the preceding clauses (iii), (iv), (viii), (ix) and (viii)x) and (B) necessary to establish the Acquired EBITDA of the Acquired Entity or Business acquired pursuant to each Permitted Acquisition for the most recently ended 12 month period for which financial statements are available for such Acquired Entity or Business, which calculations shall be reasonably approved by the Administrative Agent.

Permitted Acquisitions. (a) Subject to the provisions of ----------------------- this Section 9.14 6.14 and the requirements contained in the definition of Permitted Acquisition, the US Borrower and any of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the US Borrower shall have given the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 five Business Days’ ' prior written notice of the proposed any Permitted Acquisition; (iii) calculations are made by the US Borrower of compliance with the covenants contained in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) for the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, (A) if the first day of the respective Calculation Period occurs prior to the Initial Borrowing Date, calculated as if the covenants contained in said Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) had been applicable from the first day 120 of the Calculation Period and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 in connection with a Permitted Acquisition consummated prior to March 31, 2002); (iv) based on good faith quarterly projections prepared by the US Borrower for the period from the date of the consummation of the Permitted Acquisition to the date that is one year thereafter, the level of financial performance measured by the covenants set forth in Sections 7.09 and 7.10 (in each case, giving effect to the last sentence appearing therein) shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.09 and 7.10 ((A) in each case, giving effect to the last sentence appearing therein and (B) using the covenant levels contained in such Sections 7.09 and 7.10 for the Test Period ending March 31, 2002 for any portion of such period prior to March 31, 2002) through the date that is one year from the date of the consummation of the respective Permitted Acquisition; (v) calculations are made by the US Borrower demonstrating compliance with an Adjusted Senior Leverage Ratio not to exceed (A) 3.25:1.00 in the case of any Permitted Acquisition consummated on or prior to June 30, 2003, and (B) 3.00:1.00 in the case of any Permitted Acquisition consummated thereafter, in each case on the last day of the relevant Calculation Period, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period; (vi) the Maximum Permitted Consideration payable in connection with the proposed Permitted Acquisition does not exceed $50,000,000 (vii) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (ivviii) the US Borrower provides to the Administrative Agent (on behalf of and the Lenders) , as soon as available but not later than 5 five Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (vix) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the US Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the US Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 18090-day period (such period for any Permitted Acquisition, a “"Post-Closing Period”") following such ------------------- Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there the Total Unutilized Revolving Loan Commitment shall exist no Compliance Period; equal or exceed, and shall be reasonably expected (vibased on calculations made by the US Borrower) at all times during the twelve-month period following the date of such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume equal or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excludingexceed, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,00020,000,000; and (ixx) the US Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s 's certificate executed by an Authorized Officer of the US Borrower, certifying certifying, to the best of his such officer's knowledge, compliance with the requirements of preceding clauses (i) through (iii), inclusive, and clauses (v) through (viiiix), inclusive, and containing the calculations required by the preceding clauses (iii), (iv), (v), (vi) and (viiiix).; provided, however, that so long as -------- ------- 121

Permitted Acquisitions. (a) Subject to the provisions of this Section 9.14 and the requirements contained in the definition of Permitted Acquisition, the The Borrower and any and/or one or more of its Wholly-Owned Subsidiaries may from time to time effect Permitted Acquisitions, so long as (in each case except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default, Default or Event of Default or Compliance Period shall have occurred and be in existence continuing at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) no Equity Interests of Holdings or any of its Subsidiaries are used as consideration for the Permitted Acquisition other than Holdings Common Stock and/or Qualified Preferred Stock of Holdings; (iii) in the case of any Permitted Acquisition with a Fair Market Value in excess of $6,000,000, the Borrower shall have given to the Administrative Agent (on behalf of and the Lenders) Lenders at least 10 ten (10) Business Days’ prior written notice of any Permitted Acquisition (or such shorter period of time as may be reasonably acceptable to the Administrative Agent at the direction of Required Lenders), which notice shall describe in reasonable detail the principal terms and conditions of such Permitted Acquisition; (iv) in the case of a Permitted Acquisition by a Qualified Credit Party of a Person who does not become a Qualified Credit Party (or assets which will be acquired by such a Person pursuant to a Permitted Acquisition), the Aggregate Consideration payable for the proposed Permitted Acquisition, when added to the Aggregate Consideration paid or payable for all other Permitted Acquisitions by Persons who are not, or of Persons who do not become, Qualified Credit Parties (and assets acquired by such Persons pursuant to all other Permitted Acquisitions), does not exceed the greater of (x) $20,000,000 and (y) 20% of Consolidated EBITDA as of the last day of the most recent Test Period, except to the extent any excess amounts are justified as Investments pursuant to Section 9.05(p) or (r) and which meet the requirement thereof), (v) immediately after giving effect to any such Permitted Acquisition on a Pro Forma Basis, the Borrower shall be in compliance with the financial covenants set forth in Sections 9.10 and 9.11 as of the most recent Calculation Period, (vi) in the case of a Permitted Acquisition with an Aggregate Consideration in excess of $5,000,000, the Borrower shall have given to the Administrative Agent a quality of earnings report in connection therewith, (vii) the Administrative Agent shall have received (and shall deliver to Lenders) prior to the consummation of such Permitted Acquisition, a due diligence package, which package shall include, solely to the extent available to the Borrower, the following: (A) appraisals (if existing and otherwise previously obtained in connection with such acquisition); (iiiB) historical financial statements of the applicable Acquired Entity or Business for the three (3) fiscal years prior to such acquisition (or, if such Acquired Entity of Business has not been in existence for three (3) fiscal years, for each fiscal year such Acquired Entity of Business has existed); (C) a general description of the business of the applicable Acquired Entity or Business; (D) a description of the method of financing the acquisition, including sources and uses; and (E) any other written material due diligence with 105 respect to such acquisition reasonably required by the Administrative Agent or Required Lenders, (viii) the applicable Acquired Entity or Business must have had a positive Consolidated EBITDA on a Pro Forma Basis for the most recently ended twelve consecutive month period for which the financial statements of such Acquired Entity or Business are available, (ix) such acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Acquired Entity or Business, (x) all representations material consents necessary for such acquisition have been acquired and warranties contained herein and such acquisition is consummated in the other Credit Documents shall be true and correct accordance in all material respects with the same effect as though such representations applicable acquisition documents and warranties had been made on and as applicable Legal Requirements, (xi) Borrower has delivered copies of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any documents executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition acquisition to Administrative Agent and Lenders, (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition shall not be required to meet the requirements set forth above in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ixxii) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s and each Lender a certificate executed by an Authorized Officer of the Borrower, Borrower certifying to the best of his such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iiixi), inclusive, and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) inclusive and (viii)xiii) promptly after obtaining knowledge thereof, prior to the consummation of such acquisition, Borrower shall provide notice of any material change to any of the documents or information previously provided pursuant to any of the above clauses.

Permitted Acquisitions. Borrower shall be permitted to make an acquisition of assets of a targeted entity and make additional investments in such targeted entity after acquisition (acollectively “Permitted Acquisitions”) Subject provided that (i) the acquisition consideration for any single Permitted Acquisition as well as the aggregate acquisition consideration for all Permitted Acquisitions over the term of the facility shall be subject to certain limitations as referenced below, (ii) no Default exists or would exist after giving effect thereto, and (iii) the provisions of this Section 9.14 and the Borrower has complied with all documentation requirements contained in the definition of for a Permitted Acquisition, including but not limited to financial statements of the target entity to be acquired, a copy of the relevant purchase agreement, and a pro forma balance sheet and income statement of the Borrower and any of its Wholly-Owned Subsidiaries may from time to time after giving effect Permitted Acquisitions, so long as (in each case except to the extent proposed Permitted Acquisition. Advances for Permitted Acquisitions shall not exceed $8,000,000.00 for an individual transaction, or $15,000,000.00 in the Required Lenders otherwise specifically agree aggregate during any twelve month period. The target company shall be in writing the same line of business as Borrower, and shall involve assets and operations domiciled in the United States, or in the case of a specific foreign Permitted Acquisition): (i) no Default, Event of Default or Compliance Period the business to be acquired shall be acquired by the Borrower or a Guarantor (as defined above). The Bank shall, in existence at any event, receive an enforceable first priority security interest, in Bank’s sole judgment, in all assets acquired by Borrower or such guarantor. With regard to foreign Permitted Acquisitions only, during the time term of the consummation of the proposed Note, Advances for Permitted Acquisition or immediately after giving effect thereto; (ii) the Acquisitions with respect to which Bank shall not receive an enforceable first priority security interest, in Bank’s sole judgment, shall not exceed $7,500,000.00. Borrower shall have given the Administrative Agent (on behalf of the Lenders) at least 10 Business Days’ prior written notice of the proposed Permitted Acquisition; (iii) all representations hereby represents and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and warrants that as of the date of such this Fourth Modification Agreement, the only foreign Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (iv) the Acquisitions made by Borrower provides to the Administrative Agent (on behalf of the Lenders) as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (v) after giving effect to such Permitted Acquisition which Bank has not received an enforceable first priority security interest are set forth on SCHEDULE A attached hereto and the payment of all post-closing purchase price adjustments required (in the good faith determination of the Borrower) in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments may be required to be made) and all capital expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 180-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition), there shall exist no Compliance Period; (vi) such proposed Permitted Acquisition shall be effected in accordance with the relevant requirements of Section 9.17; (vii) the Borrower determines in good faith that the Borrower and its Subsidiaries taken as a whole are not likely to assume or become liable for material increased contingent liabilities as a result of such proposed Permitted Acquisition (excluding, however, Indebtedness permitted to be incurred pursuant to Section 10.04 in connection therewith); (viii) substantially all of the Acquired Entity or Business acquired pursuant to the respective Permitted Acquisition is in a Qualified Jurisdiction, provided, however, the respective proposed Permitted Acquisition part hereof. Such modification shall not be required construed as Bank’s consent to meet the requirements set forth above any other acquisitions by Borrower or any subsidiary or affiliate of Borrower which would not otherwise be in this clause (viii) if the Maximum Permitted Consideration payable in connection with such Permitted Acquisition, when aggregated with the Maximum Permitted Consideration payable in connection with all other Permitted Acquisitions consummated after the Initial Borrowing Date in which all or substantially all of the Acquired Entity or Business so acquired were not in Qualified Jurisdictions, does not exceed $300,000,000; and (ix) the Borrower shall have delivered to the Administrative Agent on the date of the consummation of such proposed Permitted Acquisition, an officer’s certificate executed by an Authorized Officer of the Borrower, certifying to the best of his knowledge, full compliance with the requirements of preceding clauses (i) through (iii), inclusive, terms and clauses (v) through (viii), inclusive, and containing the calculations required by the preceding clauses (iii) and (viii)conditions set forth above.