THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AS APPLICABLE,
SHALL HAVE RECEIVED ALL ITEMS IN RESPECT OF THE EQUITY INTERESTS OR PROPERTY OR
ASSETS ACQUIRED IN SUCH ACQUISITION (AND/OR THE SELLER THEREOF) REQUIRED TO BE
DELIVERED BY SECTION 6.12;
(IV)
IN THE CASE OF AN ACQUISITION OF THE EQUITY INTERESTS OF ANOTHER
PERSON, (A) EXCEPT IN THE CASE OF THE INCORPORATION OF A NEW SUBSIDIARY, THE
BOARD OF DIRECTORS (OR OTHER COMPARABLE GOVERNING BODY) OF SUCH OTHER PERSON
SHALL HAVE DULY APPROVED SUCH ACQUISITION AND (B) THE EQUITY INTERESTS ACQUIRED
SHALL CONSTITUTE 100% OF THE TOTAL EQUITY INTERESTS OF THE ISSUER THEREOF;
(V)
NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING
IMMEDIATELY BEFORE OR IMMEDIATELY AFTER GIVING EFFECT TO SUCH ACQUISITION, AND
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A PRO-FORMA
COMPLIANCE CERTIFICATE DEMONSTRATING THAT, UPON GIVING EFFECT TO SUCH
ACQUISITION ON A PRO-FORMA BASIS, THE BORROWER SHALL BE IN COMPLIANCE WITH THE
TOTAL LEVERAGE RATIO SPECIFIED IN SECTION 7.17(A) AND THE FIXED CHARGE COVERAGE
RATIO SPECIFIED IN SECTION 7.17(B) HEREOF, IN EACH CASE (X) AS OF THE LAST DAY
OF THE MOST RECENT PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS OF THE BORROWER
WHICH PRECEDES OR ENDS ON THE DATE OF SUCH ACQUISITION AND (Y) IN THE CASE OF
THE TOTAL LEVERAGE RATIO, AFTER COMPUTING THE MAXIMUM PERMITTED RATIO FOR ANY
PERIOD BY SUBTRACTING .25 FROM THE APPLICABLE MAXIMUM RATIO SPECIFIED THEREIN
FOR SUCH PERIOD; AND
(VI)
AFTER GIVING EFFECT TO SUCH ACQUISITION, THE SUM OF (A) THE EXCESS
OF THE REVOLVING COMMITTED AMOUNT OVER THE TOTAL REVOLVING OUTSTANDINGS PLUS (B)
UNRESTRICTED CASH AND CASH EQUIVALENTS OF HOLDINGS AND ITS CONSOLIDATED
SUBSIDIARIES SHALL BE NOT LESS THAN $10,000,000;
and provided, further, that the term "Permitted Business Acquisition" shall
include a Business Acquisition not otherwise meeting the requirements of the
foregoing definition the terms and provisions of which have been approved by the
Required Lenders.
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"Permitted Joint Venture" means a joint venture, in the form of a corporation,
limited liability company, business trust, joint venture, association, company
or partnership, entered into by the Borrower or any of its Subsidiaries which
(i) is engaged in a line of business related, ancillary or complementary to
those engaged in by the Borrower and its Subsidiaries and (ii) is formed or
organized in a manner that limits the exposure of the Borrower and its
Subsidiaries for the liabilities thereof to (A) the Investments of the Borrower
and its Subsidiaries therein permitted under Section 7.06(a)(xii) and (B) any
Indebtedness of any Permitted Joint Venture or any Guaranty Obligations by the
Borrower or any of its Subsidiaries in respect of such Indebtedness, which
Indebtedness or Guaranty Obligations are permitted at the time under Section
7.01.
"Permitted Liens" has the meaning specified in Section 7.02.
"Permitted Refinancing" means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person;
provided that (i) the principal amount (or accreted value, if applicable)
thereof does not exceed the