NET WORTH OF THE BORROWER (AS
OF THE END OF THE MOST RECENTLY COMPLETED FISCAL YEAR OF THE BORROWER);
(VI)
PRIOR TO THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION WITH A PURCHASE PRICE IN EXCESS OF $10,000,000, THE BORROWER SHALL
HAVE DELIVERED TO THE ADMINISTRATIVE AGENT A PRO FORMA CONSOLIDATED BALANCE
SHEET, INCOME STATEMENT AND CASH FLOW STATEMENT OF THE BORROWER AND ITS
SUBSIDIARIES (THE "ACQUISITION PRO FORMA"), BASED ON THE BORROWER'S MOST RECENT
FINANCIAL STATEMENTS DELIVERED PURSUANT TO SECTION 6.1.1 OR 6.1.2 AND USING
HISTORICAL FINANCIAL STATEMENTS FOR THE ACQUIRED ENTITY PROVIDED BY THE
SELLER(S) OR WHICH SHALL BE COMPLETE AND SHALL FAIRLY PRESENT, IN ALL MATERIAL
RESPECTS, THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND CASH FLOWS OF
THE BORROWER AND ITS SUBSIDIARIES IN ACCORDANCE WITH AGREEMENT ACCOUNTING
PRINCIPLES, BUT TAKING INTO ACCOUNT SUCH PERMITTED ACQUISITION AND THE FUNDING
OF ALL CREDIT EXTENSIONS IN CONNECTION THEREWITH, AND SUCH ACQUISITION PRO FORMA
SHALL REFLECT THAT, ON A PRO FORMA BASIS, THE BORROWER WOULD HAVE BEEN IN
COMPLIANCE WITH THE FINANCIAL COVENANTS SET FORTH IN SECTIONS 6.21, 6.22 AND
6.23 FOR THE FOUR FISCAL QUARTER PERIOD REFLECTED IN THE COMPLIANCE CERTIFICATE
MOST RECENTLY DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 6.1.3
PRIOR TO THE CONSUMMATION OF SUCH PERMITTED ACQUISITION (GIVING EFFECT TO SUCH
PERMITTED ACQUISITION AND ALL CREDIT EXTENSIONS FUNDED IN CONNECTION THEREWITH
AS IF MADE ON THE FIRST DAY OF SUCH PERIOD); AND
(VII)
PRIOR TO EACH SUCH PERMITTED ACQUISITION, THE
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT A DOCUMENTATION, INFORMATION
AND CERTIFICATION PACKAGE IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE
AGENT, INCLUDING, WITHOUT LIMITATION:
(A)
a near-final version (with no further material
amendments to be made thereto) of the acquisition agreement for such Acquisition
with a Purchase Price in excess of $10,000,000, together with drafts of the
material schedules thereto;
(B)
a near-final version (with no further
material amendments to be made thereto) of all documents, instruments and
agreements with respect to any Indebtedness to
54
be incurred or assumed in connection with such Acquisition with a Purchase Price
in excess of $10,000,000; and
(C)
such other documents or information as shall
be reasonably requested by the Administrative Agent in connection with such
Acquisition with a Purchase Price in excess of $10,000,000.
6.13.10
INVESTMENTS BY THE BORROWER OR ANY GUARANTOR IN ANY FOREIGN SUBSIDIARY
SO LONG AS THE AGGREGATE AMOUNT THEREOF DOES NOT EXCEED 15% OF CONSOLIDATED NET
WORTH AS CALCULATED FOR THE MOST RECENT QUARTER THEN ENDED AND GIVING PRO FORMA
EFFECT TO THE APPLICABLE INVESTMENTS MINUS AMOUNTS IN RESPECT OF INDEBTEDNESS
INCURRED IN RELIANCE ON SECTION 6.14.7(III) (WITH THE UNDERSTANDING THAT SUCH
DEDUCTIONS SHALL ONLY BEGIN AFTER THE BORROWER AND ITS SUBSIDIARIES HAVE
INCURRED INDEBTEDNESS UNDER SUCH CLAUSE (III) IN AN AGGREGATE PRINCIPAL AMOUNT
IN EXCESS OF 15% OF CONSOLIDATED NET WORTH FOR THE APPLICABLE PERIOD).
6.13.11
INVESTMENTS BY A CREDIT PARTY IN ANOTHER CREDIT PARTY OR A PERSON THAT
BECOMES A GUARANTOR IN COMPLIANCE WITH SECTION 6.26 HEREOF.
6.13.12
INVESTMENTS IN THE SPVS