PLUS (Y) THE RETAINED
EXCESS CASH FLOW AMOUNT THEN IN EFFECT;
(III)
AFTER GIVING EFFECT TO SUCH PURCHASE OR
ACQUISITION, THE US BORROWER AND ITS SUBSIDIARIES SHALL BE IN COMPLIANCE WITH
SECTION 7.15;
119
(IV)
IMMEDIATELY BEFORE AND AFTER GIVING PRO FORMA
EFFECT TO ANY SUCH PURCHASE OR OTHER ACQUISITION, NO DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING;
(V)
CALCULATIONS ARE MADE BY THE US BORROWER
DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANT SET FORTH IN SECTION 7.1
FOR THE CALCULATION PERIOD THEN LAST ENDED (CALCULATED ON A PRO FORMA BASIS AS
IF THE RESPECTIVE PERMITTED ACQUISITION (AS WELL AS ALL OTHER SPECIFIED
TRANSACTIONS 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 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;
(VII)
THE SUM OF THE (X) AGGREGATE UNUSED PORTION OF
THE REVOLVING CREDIT COMMITMENTS AT SUCH TIME (AFTER GIVING EFFECT TO THE
CONSUMMATION OF THE RESPECTIVE PERMITTED ACQUISITION AND ANY FINANCING THEREOF)
AND (Y) THE AGGREGATE AMOUNT OF CASH AND CASH EQUIVALENTS (IN EACH CASE, FREE
AND CLEAR OF ALL LIENS, OTHER THAN NONCONSENSUAL LIENS PERMITTED BY SECTION 7.3
AND LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT PURSUANT TO THE SECURITY
DOCUMENTS) INCLUDED IN THE CONSOLIDATED BALANCE SHEET OF THE US BORROWER AND ITS
SUBSIDIARIES AS OF SUCH DATE, SHALL EQUAL OR EXCEED $25,000,000;
(VIII)
THE SUM OF THE AGGREGATE CONSIDERATION PAID IN
RESPECT OF ALL ACQUISITIONS OF PERSONS THAT DO NOT BECOME SUBSIDIARY GUARANTORS
(AND/OR ASSETS THAT DO NOT BECOME DIRECT COLLATERAL OF A SUBSIDIARY GUARANTOR
(I.E., COLLATERAL OTHER THAN CAPITAL STOCK OWNED BY A SUBSIDIARY GUARANTOR))
SHALL NOT EXCEED THE SUM OF (I) THE NON-GUARANTOR INVESTMENT BASKET AMOUNT THEN
IN EFFECT PLUS (II) THE RETAINED EXCESS CASH FLOW AMOUNT THEN IN EFFECT; AND
(IX)
THE US BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, A CERTIFICATE OF A RESPONSIBLE
OFFICER, CERTIFYING THAT ALL OF THE REQUIREMENTS SET FORTH IN THIS SECTION
7.8(I) HAVE BEEN SATISFIED OR WILL BE SATISFIED ON OR PRIOR TO THE CONSUMMATION
OF SUCH PURCHASE OR OTHER ACQUISITION AND, IF THE AGGREGATE CONSIDERATION TO BE
PAID IN RESPECT OF SUCH PURCHASE OF ACQUISITION EQUALS OR EXCEEDS $15,000,000,
CONTAINING THE CALCULATIONS (IN REASONABLE DETAIL) REQUIRED BY PRECEDING CLAUSES
(II), (V), (VII) AND (VIII).
The amount of any Investment for purposes of this Section 7.8 (and the
definition of Non-Guarantor Investment Basket Amount) shall be determined at the
time of the respective such Investment (in the case of an Investment made with
consideration other than in