WITH
LAW AND IN CONFORMITY WITH ALL APPLICABLE GOVERNMENTAL AUTHORIZATIONS AND SHALL
BE SUBJECT TO ALL NECESSARY CORPORATE AND BOARD APPROVALS;
(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;
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(V)
AFTER GIVING PRO FORMA EFFECT TO ANY SUCH
PURCHASE OR OTHER ACQUISITION, THE BORROWER SHALL BE IN PRO FORMA COMPLIANCE
WITH THE FINANCIAL COVENANTS SET FORTH IN SECTION 7.13 AND 7.14, WITH SUCH
COMPLIANCE TO BE BASED ON THE MOST RECENTLY ENDED PERIOD OF TWELVE FISCAL MONTHS
WITH RESPECT TO PRO FORMA ADJUSTMENTS TO CONSOLIDATED ADJUSTED EBITDA;
(VI)
THE BORROWER SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, AT LEAST FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH ANY
SUCH ACQUISITION IS TO BE CONSUMMATED, (A) A CERTIFICATE OF A RESPONSIBLE
OFFICER CERTIFYING THAT ALL REQUIREMENTS SET FORTH IN THIS SECTION 7.02(J) HAVE
BEEN SATISFIED OR WILL BE SATISFIED ON OR PRIOR TO THE CONSUMMATION OF SUCH
ACQUISITION, SETTING FORTH ALL RELEVANT FINANCIAL INFORMATION WITH RESPECT TO
SUCH ACQUISITION, INCLUDING, WITHOUT LIMITATION, THE AGGREGATE CONSIDERATION AND
OTHER INFORMATION REQUIRED TO DEMONSTRATE COMPLIANCE WITH THE FINANCIAL
COVENANTS AND (B) ANY SUCH REPORT OR NOTICE RELATING TO MATTERS REQUIRED TO BE
DISCLOSED PURSUANT TO SECTION 6.04(C)(IV);
(VII)
AT THE TIME OF SUCH ACQUISITION AND IMMEDIATELY
AFTER GIVING EFFECT THERETO, THE BORROWER SHALL HAVE AVAILABLE DOMESTIC
UNRESTRICTED CASH DETERMINED IN ACCORDANCE WITH GAAP, TOGETHER WITH ANY UNDRAWN
AMOUNTS UNDER THE REVOLVING CREDIT FACILITY, IN AN AGGREGATE AMOUNT OF NOT LESS
THAN $10,000,000;
(VIII)
THE AMOUNT FOR ALL PERMITTED ACQUISITIONS
HEREUNDER SHALL NOT AT ANY TIME EXCEED $50,000,000 IN THE AGGREGATE;
(K)
THE TRANSACTION;
(L)
INVESTMENTS CONSISTING OF GUARANTEES BY
ANY LOAN PARTY OF INDEBTEDNESS OF ANY NON-LOAN PARTY OF THE TYPES REFERRED TO IN
SECTION 7.03(K) IN AN AGGREGATE GUARANTEED AMOUNT NOT TO EXCEED THE GREATER OF
(I) $50,000,000 AND (II) 10% OF CONSOLIDATED TOTAL REVENUE FOR THE PARENT AND
ITS SUBSIDIARIES FOR THE TRAILING, TWELVE MONTH PERIOD ENDING ON THE LAST DAY OF
THE MOST RECENT FISCAL QUARTER FOR WHICH QUARTERLY FINANCIAL STATEMENTS AS SET
FORTH IN SECTION 6.01(B) ARE AVAILABLE;
(M)
INVESTMENTS BY LOAN PARTIES IN NON-LOAN
PARTIES SO LONG AS AT THE TIME SUCH INVESTMENT IS MADE THE NET INVESTMENT IN
NON-LOAN PARTIES IS GREATER THAN ZERO;
(N)
SO LONG AS IMMEDIATELY BEFORE AND AFTER
GIVING EFFECT TO ANY SUCH INVESTMENT NO DEFAULT HAS OCCURRED AND IS CONTINUING,
OTHER INVESTMENTS THAT DO NOT EXCEED $10,000,000 IN THE AGGREGATE;
(O)
INVESTMENTS HELD BY ANY SUBSIDIARY ACQUIRED
AFTER THE CLOSING DATE OR OF A CORPORATION MERGED INTO THE BORROWER OR MERGED OR
CONSOLIDATED WITH ANY SUBSIDIARY IN ACCORDANCE WITH SECTION 7.04 AFTER THE
CLOSING DATE TO THE EXTENT THAT SUCH INVESTMENTS WERE NOT MADE IN CONTEMPLATION
OF OR IN CONNECTION WITH SUCH ACQUISITION, MERGER OR CONSOLIDATION AND WERE IN
EXISTENCE ON THE DATE OF SUCH ACQUISITION, MERGER OR CONSOLIDATION AND TO THE
EXTENT OTHERWISE PERMITTED UNDER SECTION 7.02 (AND NOT SOLELY IN RELIANCE