(G) AND (H)), NO EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING AND (2) IMMEDIATELY AFTER GIVING
EFFECT TO SUCH PURCHASE OR OTHER ACQUISITION, THE COMPANY AND THE RESTRICTED
SUBSIDIARIES SHALL BE IN PRO FORMA COMPLIANCE WITH ALL OF THE COVENANTS SET
FORTH IN SECTION 7.10, 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 AND EVIDENCED BY A CERTIFICATE FROM THE CHIEF FINANCIAL OFFICER
OF THE COMPANY DEMONSTRATING SUCH COMPLIANCE CALCULATION IN REASONABLE DETAIL;
AND
(D)
THE COMPANY SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT, ON BEHALF OF
THE LENDERS, NO LATER THAN FIVE (5) BUSINESS DAYS AFTER THE DATE ON WHICH ANY
SUCH PURCHASE OR OTHER ACQUISITION IS CONSUMMATED, A CERTIFICATE OF A
RESPONSIBLE OFFICER, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, CERTIFYING THAT ALL OF THE REQUIREMENTS SET FORTH IN THIS
CLAUSE (I) HAVE BEEN SATISFIED OR WILL BE SATISFIED ON OR PRIOR TO THE
CONSUMMATION OF SUCH PURCHASE OR OTHER ACQUISITION;
(J)
THE TRANSACTION;
105
(K)
INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS CONSISTING OF ARTICLE 3
ENDORSEMENTS FOR COLLECTION OR DEPOSIT AND ARTICLE 4 CUSTOMARY TRADE
ARRANGEMENTS WITH CUSTOMERS CONSISTENT WITH PAST PRACTICES;
(L)
INVESTMENTS (INCLUDING DEBT OBLIGATIONS AND EQUITY INTERESTS) RECEIVED IN
CONNECTION WITH THE BANKRUPTCY OR REORGANIZATION OF SUPPLIERS AND CUSTOMERS OR
IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, OR OTHER DISPUTES WITH, CUSTOMERS
AND SUPPLIERS ARISING IN THE ORDINARY COURSE OF BUSINESS OR UPON THE FORECLOSURE
WITH RESPECT TO ANY SECURED INVESTMENT OR OTHER TRANSFER OF TITLE WITH RESPECT
TO ANY SECURED INVESTMENT;
(M)
LOANS AND ADVANCES TO HOLDINGS (OR ANY DIRECT OR INDIRECT PARENT THEREOF)
IN LIEU OF, AND NOT IN EXCESS OF THE AMOUNT OF (AFTER GIVING EFFECT TO ANY OTHER
LOANS, ADVANCES OR RESTRICTED PAYMENTS IN RESPECT THEREOF), RESTRICTED PAYMENTS
TO THE EXTENT PERMITTED TO BE MADE TO HOLDINGS (OR SUCH PARENT) IN ACCORDANCE
WITH SECTIONS 7.06(F) OR (G);
(N)
INVESTMENTS THAT DO NOT EXCEED THE SUM OF (I) $200,000,000 PLUS (II) THE
AGGREGATE AMOUNT OF THE NET CASH PROCEEDS OF PERMITTED EQUITY ISSUANCES AFTER
THE CLOSING DATE (OTHER THAN PERMITTED EQUITY ISSUANCES MADE PURSUANT TO
SECTION 8.05) THAT HAVE BEEN CONTRIBUTED TO THE COMPANY AS COMMON EQUITY AND NOT
OTHERWISE APPLIED PLUS (III) IF, AS OF THE LAST DAY OF THE IMMEDIATELY PRECEDING
TEST PERIOD (AFTER GIVING PRO FORMA EFFECT TO SUCH INVESTMENTS) THE TOTAL
LEVERAGE RATIO IS LESS THAN 4.00:1.00, THE AMOUNT OF CUMULATIVE EXCESS CASH FLOW
THAT IS NOT OTHERWISE APPLIED;
(O)
ADVANCES OF PAYROLL PAYMENTS TO EMPLOYEES AND ADVANCES TO AUTHORS IN THE
ORDINARY COURSE OF BUSINESS;
(P)
INVESTMENTS TO THE EXTENT THAT PAYMENT FOR SUCH INVESTMENTS IS MADE SOLELY
WITH QUALIFIED EQUITY INTERESTS OF HOLDINGS;
(Q)
EXISTING INVESTMENTS OF A RESTRICTED SUBSIDIARY ACQUIRED AFTER THE CLOSING
DATE OR OF A