$5,000,000;
(V)
(A) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING PRO FORMA
EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING AND (B) IMMEDIATELY AFTER GIVING EFFECT TO SUCH PURCHASE OR
OTHER ACQUISITION, BORROWER AND ITS SUBSIDIARIES SHALL BE IN PRO FORMA
COMPLIANCE WITH ALL OF THE COVENANTS SET FORTH IN SECTION 7.11, SUCH COMPLIANCE
TO BE DETERMINED ON THE BASIS OF THE FINANCIAL INFORMATION MOST RECENTLY
DELIVERED TO THE ADMINISTRATIVE AGENT AND THE LENDERS PURSUANT TO
SECTION 6.01(A) OR (B) AS THOUGH SUCH PURCHASE OR OTHER ACQUISITION HAD BEEN
CONSUMMATED AS OF THE FIRST DAY OF THE FISCAL PERIOD COVERED THEREBY;
(VI)
AT THE TIME SUCH PURCHASE OR OTHER ACQUISITION IS INITIALLY
ANNOUNCED, SUCH PURCHASE OR OTHER ACQUISITION IS MADE WITH THE PERMISSION OF THE
BOARD OF DIRECTORS OF THE PERSON FROM WHOM SUCH PURCHASE OR OTHER ACQUISITION IS
BEING MADE; AND
(VII)
BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH ANY SUCH PURCHASE
OR OTHER ACQUISITION IS TO BE CONSUMMATED, A CERTIFICATE OF A RESPONSIBLE
OFFICER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE REQUIRED LENDERS, CERTIFYING THAT ALL OF THE REQUIREMENTS SET
FORTH IN THIS SUBSECTION (G) HAVE BEEN SATISFIED OR WILL BE SATISFIED ON OR
PRIOR TO THE CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION;
(H)
INVESTMENTS BY LOAN PARTIES AND ANY PLEDGED SUBSIDIARY (OTHER THAN
AN EXCLUDED SUBSIDIARY) NOT OTHERWISE PERMITTED UNDER THIS SECTION 7.03 IN AN
AGGREGATE AMOUNT NOT TO EXCEED $3,000,000 (WITH THE FAIR MARKET VALUE OF SUCH
INVESTMENT BEING MEASURED AT THE TIME MADE AND WITHOUT GIVING EFFECT TO
SUBSEQUENT CHANGES IN VALUE); PROVIDED THAT, WITH RESPECT TO EACH INVESTMENT
MADE PURSUANT TO THIS SECTION 7.03(H):
85
(I)
SUCH INVESTMENT SHALL NOT INCLUDE OR RESULT IN ANY CONTINGENT
LIABILITIES THAT COULD REASONABLY BE EXPECTED TO BE MATERIAL TO THE BUSINESS,
FINANCIAL CONDITION, OPERATIONS OR PROSPECTS OF BORROWER AND ITS SUBSIDIARIES,
TAKEN AS A WHOLE (AS DETERMINED IN GOOD FAITH BY THE BOARD OF DIRECTORS (OR
PERSONS PERFORMING SIMILAR FUNCTIONS) OF BORROWER OR SUCH SUBSIDIARY IF THE
BOARD OF DIRECTORS IS OTHERWISE APPROVING SUCH TRANSACTION AND, IN EACH OTHER
CASE, BY A RESPONSIBLE OFFICER);
(II)
SUCH INVESTMENT SHALL BE IN PROPERTY THAT IS PART OF, OR IN LINES
OF BUSINESS THAT ARE, SUBSTANTIALLY THE SAME LINES OF BUSINESS AS ONE OR MORE OF
THE PRINCIPAL BUSINESSES OF BORROWER AND ITS SUBSIDIARIES IN THE ORDINARY
COURSE;
(III)
ANY DETERMINATION OF THE AMOUNT OF SUCH INVESTMENT SHALL INCLUDE
ALL CASH AND NONCASH CONSIDERATION (INCLUDING THE FAIR MARKET VALUE OF ALL
EQUITY INTERESTS ISSUED OR TRANSFERRED TO THE SELLERS THEREOF, ALL INDEMNITIES,
EARNOUTS AND OTHER CONTINGENT PAYMENT OBLIGATIONS TO, AND THE AGGREGATE AMOUNTS
PAID OR TO BE PAID UNDER NONCOMPETE, CONSULTING AND OTHER AFFILIATED AGREEMENTS
WITH THE SELLERS THEREOF, ALL WRITE-DOWNS OF PROPERTY AND RESERVES FOR
LIABILITIES WITH RESPECT THERETO AND ALL ASSUMPTIONS OF DEBT, LIABILITIES AND
OTHER OBLIGATIONS IN CONNECTION