ON BEHALF OF THE BORROWER
AND ITS SUBSIDIARIES FOR ANY SUCH PURCHASE OR OTHER ACQUISITION, WHEN AGGREGATED
WITH THE TOTAL CASH CONSIDERATION PAID BY OR ON BEHALF OF THE BORROWER AND ITS
SUBSIDIARIES FOR ALL OTHER PURCHASES AND OTHER ACQUISITIONS MADE BY THE BORROWER
AND ITS SUBSIDIARIES PURSUANT TO THIS CLAUSE (H), SHALL NOT EXCEED $50,000,000
(IT BEING UNDERSTOOD THAT ALL INDEMNITIES, EARNOUTS AND OTHER SIMILAR CONTINGENT
PURCHASE PRICE PAYMENT OBLIGATIONS TO, AND THE AGGREGATE AMOUNTS PAID OR TO BE
PAID UNDER NONCOMPETE, CONSULTING AND OTHER AFFILIATED AGREEMENTS WITH, THE
SELLERS THEREOF, ALL RESERVES FOR LIABILITIES WITH RESPECT THERETO AND ALL
ASSUMPTIONS OF INDEBTEDNESS IN CONNECTION THEREWITH SHALL IN EACH CASE BE
INCLUDED IN DETERMINING THE AMOUNT OF CASH CONSIDERATION EXPENDED, PROVIDED THAT
TO THE EXTENT THAT ANY OF THE FOREGOING AMOUNTS IS NOT KNOWN OR DETERMINABLE,
SUCH AMOUNT SHALL BE DETERMINED TO BE AN AMOUNT REASONABLY ESTIMATED IN GOOD
FAITH TO BE PAYABLE AT THE TIME OF THE PURCHASE OR ACQUISITION);
(IV)
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
(V)
THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, ON
BEHALF OF THE LENDERS, 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
SENIOR FINANCIAL OFFICER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, CERTIFYING THAT ALL OF THE REQUIREMENTS SET FORTH IN THIS
CLAUSE (H) HAVE BEEN SATISFIED OR WILL BE SATISFIED ON OR PRIOR TO THE
CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION (AND INCLUDING A SCHEDULE
THAT SETS FORTH IN REASONABLE DETAIL ALL OF THE COMPUTATIONS USED BY THE
BORROWER IN DETERMINING COMPLIANCE WITH SUCH REQUIREMENTS);
(I)
INVESTMENTS BY THE BORROWER AND ITS SUBSIDIARIES NOT OTHERWISE
PERMITTED UNDER THIS SECTION 7.05 IN AN AGGREGATE AMOUNT NOT TO EXCEED THE SUM
OF (I) $50,000,000 AND (II) (W) THE PORTION OF THE CUMULATIVE EXCESS CASH FLOW
WHICH IS NOT PREPAID TO THE LENDERS PURSUANT TO SECTION 2.06(B)(I) OR NOT USED
TO MAKE RESTRICTED PAYMENTS PURSUANT TO SECTION 7.06 OR HAS NOT BEEN USED TO
MAKE INVESTMENTS UNDER THIS SECTION 7.05 PLUS (X) THE AGGREGATE AMOUNT OF NET
CASH PROCEEDS OF PERMITTED HOLDCO DEBT, PLUS (Y) THE AGGREGATE AMOUNT OF NET
CASH PROCEEDS OF PERMITTED SUBORDINATED INDEBTEDNESS PERMITTED TO BE RETAINED BY
THE BORROWER PURSUANT TO SECTION 7.02(A)(I) PLUS (Z) THE PROCEEDS RECEIVED BY
THE BORROWER FROM PERMITTED AFFILIATE INVESTMENTS; PROVIDED THAT, WITH RESPECT
TO EACH INVESTMENT MADE PURSUANT TO THIS SUBSECTION 7.05(I):
112
(A)
such Investment shall be in property and assets which are part of,
or in lines of business substantially the same as one or more of the businesses
engaged in by the Borrower and its Subsidiaries on the date of this Agreement
and those reasonably related or ancillary thereto;
(B)
any determination of the amount of such Investment shall include
all cash and noncash consideration (including, without limitation,