Common use of Investments; Acquisitions Clause in Contracts

Investments; Acquisitions. The Loan Parties shall not make or permit to exist any Investment in any Person, except for: (a) advances to employees of the Loan Parties for travel or other ordinary business expenses in the ordinary course of, and pursuant to the reasonable requirements of the Loan Parties’ Business; (b) extensions of credit by the Loan Parties in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business; (c) shares of stock, obligations or other securities received by the Loan Parties in settlement of claims arising in the ordinary course of business; (d) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties (it being understood that none of the Investments referenced in clauses (a)-(h) of this Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto at Exhibit F, and (ii) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.” (o) Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following:

Investments; Acquisitions. The Loan Parties shall not make or permit to exist any Investment in any Person, except for: (a) advances to employees of the Loan Parties for travel or other ordinary business expenses in the ordinary course of, and pursuant to the reasonable requirements of the Loan Parties’ ' Business; (b) extensions of credit by the Loan Parties in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business; (c) shares of stock, obligations or other securities received by the Loan Parties in settlement of claims arising in the ordinary course of business; (d) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s 's receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties (it being understood that none of the Investments referenced in clauses (a)-(h) of this Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto at Exhibit F, and (ii) Permitted Acquisitions occurring from and after Lender’s 's receipt of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.”" (o) Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following:

Investments; Acquisitions. The Loan Parties shall not make or permit to exist Make any Investment in any PersonInvestments, except for: except: (a) Permitted Investments; (b) loans and advances by the Borrower and its Subsidiaries to employees of the Loan Parties Borrower or any of its Subsidiaries for moving and travel or expenses and other ordinary business expenses similar expenses, in each case incurred in the ordinary course ofof business, in an aggregate principal amount not to exceed $30,000,000 at any time outstanding (determined without regard to any write-downs or write-offs of such loans and pursuant to advances); (c) Guarantees permitted by Section 7.03; (d) Investments by the reasonable requirements Borrower and its Subsidiaries consisting of the Loan Parties’ Business; (b) extensions of credit by the Loan Parties in the nature of accounts receivable or notes receivable arising from the sale grant of goods and services trade credit in the ordinary course of business; ; (ce) shares of stock, obligations or other securities received Investments by the Loan Parties Borrower or any Guarantor in the Borrower or any Guarantor; provided that (i) after giving pro forma effect to such Investment, the Borrower will be in compliance with the provisions of Section 7.10 (as determined on a pro forma basis) and (ii) the Borrower shall, and shall cause each Guarantor to, comply with the requirements of Section 6.12 and, to the extent applicable, Sections 6.13(a) and (b) with respect to such Investments that result in a Person becoming a Material Subsidiary; (f) other Investments by the Borrower and its Subsidiaries; provided that the aggregate principal amount of all Investments made after the Closing Date during all periods in which the Consolidated Leverage Ratio, as of the end of the most recently ended fiscal quarter, is equal to or greater than 3.75 to 1.00 (after giving pro forma effect to such Investment) shall not exceed the sum of (i) $500,000,000 and (ii) an amount equal to 50% of Consolidated Net Income for the period commencing on the Closing Date and ending on the last day of the fiscal quarter preceding the fiscal quarter in which such Investment is made, on a cumulative basis; provided further that (A) no Default shall have occurred and be continuing at the time such Investment occurs or after giving effect thereto and (B) the Borrower shall, and shall cause its Domestic Subsidiaries to, comply with the requirements of Sections 6.12 and, to the extent applicable, 6.13(a) and (b) with respect to such Investments that result in a Person becoming a Material Subsidiary; (g) Investments existing on the Closing Date and set forth on Schedule 7.02; (h) Investments by the Borrower and its Subsidiaries (i) received in connection with the bankruptcy or reorganization of, or settlement of claims arising delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; , or (dii) investments received as non-cash consideration in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in connection with the aggregate sale or One Million Dollars ($1,000,000) in disposition by the Company or any single Person; (f) Permitted Acquisitions occurring from and after Lender’s receipt Subsidiary of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties (it being understood that none of the Investments referenced in clauses (a)-(h) of this property as permitted by Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for 7.05; (i) deposits made by the Small Parts Acquisition on Borrower and Foreign Subsidiaries in Cash Pooling Arrangements; (j) Investments by the terms set forth Borrower or a Subsidiary arising in the transaction documents attached hereto at Exhibit F, form of consideration received as a result of a Permitted Acquisition; (k) letters of credit issued to support customer obligations naming the Borrower or any of its Subsidiaries as the beneficiary; (l) contingent obligations in respect of customary indemnification and purchase price adjustment obligations of any Loan Party incurred in connection with Permitted Acquisitions; (iim) Permitted Acquisitions occurring from and after Lender’s receipt pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business; (n) contributions to employee benefits plans of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) Borrower or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.”its Subsidiaries; (o) Section 6.8 Investments by any non-Guarantor Subsidiary in the Borrower or any of its Subsidiaries; (p) Permitted Acquisitions; (q) Investments by the Borrower or any of its Subsidiaries in the form of (i) obligations of one or more officers or other employees of the Loan Agreement shall be deleted Borrower or its Subsidiaries in connection with such officers' or other employees' acquisition of shares of common stock in the Borrower so long as no cash is paid by the Borrower or any of its entirety and replaced Subsidiaries in connection with the following:acquisition of any such obligations, (ii) loans to officers or employees of the Borrower or any Subsidiary to fund purchases by such officers or employees of common stock in the Borrower or taxes payable by such officers or employees in respect of the exercise of options to purchase capital stock in the Borrower, and (iii) loans to officers or employees of any other entity that is the subject of a Permitted Acquisition and will become a Subsidiary upon consummation of such Permitted Acquisition (or has become a Subsidiary pursuant to a Permitted Acquisition and is not a wholly-owned Subsidiary) to fund purchases by such officers or employees of common stock in the Subsidiary resulting from such Permitted Acquisition; provided that the aggregate principal amount of all obligations and loans under this Section 7.02(q) shall not exceed $50,000,000 at any time outstanding; and

Investments; Acquisitions. The Loan Parties shall not It will not, nor will it permit any of its Subsidiaries to, make or permit to exist hold any Investment in any Person, except for: or engage in or consummate any acquisition of all or substantially all of the assets of a business or a business unit, or all or substantially all of the operating assets of any Person, or assets which constitute all or substantially all of the assets of a division or a separate or separable line of business of any Person, other than: (a) advances to employees of the Loan Parties for travel or other ordinary business expenses Investments in the ordinary course of, Cash Equivalents and pursuant to the reasonable requirements of the Loan Parties’ Business; in Hedge Agreements and Foreign Exchange Contracts permitted hereunder; (b) extensions of credit by the Loan Parties in the nature of accounts or notes receivable arising from the sale of goods Loans and services advances to, and guaranties issued on behalf of, officers and employees (i) in the ordinary course of business; business as presently conducted in an aggregate principal amount not to exceed U.S.$1,000,000 (cor the non-U.S. currency equivalent thereof) shares at any time outstanding and (ii) in respect of stock, obligations or other securities received by the Loan Parties in settlement provision of claims arising employee housing in the ordinary course of business; business as presently conducted and consistent with past practices; (dc) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth described on Schedule 6.7 Schedules 4.l(u) and 4.1(b) hereto; ; (d) crop-related grower advances with respect to fresh produce growers made in the ordinary course of business and (h) Investment between consistent with past practices of any Borrower or any of its Subsidiaries, as the case may be; (e) Investments in Loan Parties Parties; (it being understood f) Investments (other than intercompany loans) in Wholly-Owned Subsidiaries of Fresh Produce that none are not Loan Parties, provided that the aggregate amount invested from the date hereof pursuant to this clause (f) shall not exceed an amount equal to the lesser of the Investments referenced in clauses (a)-(h) of this Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto amount equal to 10% of Tangible Net Worth at Exhibit F, such time and (ii) Permitted Acquisitions occurring from the amount equal to 10% of the total tangible and intangible assets of Fresh Produce and its Subsidiaries at such time; (g) loans and advances to Subsidiaries of Fresh Produce to the extent permitted by, and in accordance with, Section 6.2(b); and (h) Investments and acquisitions in other assets or Persons after the date hereof by Fresh Produce and its Subsidiaries; provided (i) any Person acquired will be a Subsidiary immediately after such Investment or acquisition, (ii) such assets are usable in, or Person is primarily engaged in, businesses that are related, ancillary or complementary to the business of Fresh Produce and its Subsidiaries as of the date hereof, (iii) no Default then exists or would be caused thereby, (iv) the cash flow and operating statements of Fresh Produce on a Consolidated basis after giving effect to such acquisition or Investment (based on combined actual results for the twelve month period ending on the last day of the last month for which financial statements of Fresh Produce and such acquisition or Investment target are available) demonstrate to the satisfaction of the Administrative Agent that Fresh Produce will be in compliance with the financial and other covenants hereunder at the time of the acquisition or Investment through the four fiscal quarter period thereafter, (v) prior to making any such acquisition or Investment involving cash consideration in excess of U.S.$100,000,000 (or the non-U.S. currency equivalent thereof), Fresh Produce shall provide to the Administrative Agent a certificate of the chief financial officer of Fresh Produce certifying (A) that Fresh Produce is in compliance with the financial covenants hereof before and after Lender’s receipt giving effect to such acquisition or Investment (based on combined actual results for the twelve month period ending on the last day of the 2000 Report last month for which financial statements of Fresh Produce and Certificatesuch acquisition or Investment target are available), (B) that no Event of Default then exists or would be caused thereby and (C) the total amount of such acquisition or Investment and the full name and state of organization of any new Subsidiary created for the purpose of effecting such acquisition or Investment, and (vi) to the extent the Person acquired is a Material Subsidiary, the Loan Parties Administrative Agent shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire have received all or substantially all of the assets or the capital stock or other ownership interests of any Persondocuments required by Section 5.15 hereof.” (o) Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following:

Investments; Acquisitions. The Loan Parties Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make or permit to exist own any Investment in any Person, except for: Person except: (i) Investments in Cash and Cash Equivalents; (ii) Investments (a) advances to employees of the by any Loan Parties for travel or Party in any other ordinary business expenses in the ordinary course ofLoan Party, and pursuant to the reasonable requirements of the Loan Parties’ Business; (b) by any Subsidiary that is not a Loan Party in any Loan Party or in any other Subsidiary that is also not a Loan Party or (c) by any Loan Party in any Subsidiary that is not a Loan Party in an aggregate amount not to exceed $7,500,000 at any time outstanding; (iii) loans or advances to officers, directors, members of management, and employees of Holdings, Company or any of its Subsidiaries (a) for relocation and analogous ordinary business purposes, or (b) in connection with such Person’s purchase of Capital Stock of Holdings or its direct or indirect parent (or after the occurrence of a Qualifying IPO, of the Qualifying IPO Issuer) in an aggregate amount not to exceed $1,000,000 at any time outstanding; (iv) Investments consisting of extensions of credit by the Loan Parties in the nature of accounts receivable or notes receivable arising from the sale grant of goods and services trade credit in the ordinary course of business; (c) shares of stock, obligations and Investments received in satisfaction or partial satisfaction thereof from account debtors and other securities received by the Loan Parties in settlement of claims arising credits to suppliers in the ordinary course of business; ; (dv) investments Investments consisting of Indebtedness, Liens, Contingent Obligations, Restricted Junior Payments, fundamental changes and dispositions of assets permitted by subsections 7.1, 7.2, 7.4, 7.5 and 7.7, respectively; (vi) Investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) Hedge Agreements required under subsection 6.10 or otherwise entered into in the aggregate ordinary course of business for the purpose of hedging against any Loan Party’s risk related to fluctuations in interest rates, currency values or One Million Dollars commodity prices and not for speculative purposes; ($1,000,000vii) Investments in any single Person; the ordinary course of business consisting of (fa) Permitted Acquisitions occurring from endorsements for collection or deposit or (b) customary trade arrangements with customers; (viii) loans and after Lender’s receipt advances to Holdings in lieu of, and not in excess of the 2000 Report and Certificate; amount of (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between after giving effect to any of the Loan Parties (it being understood that none of the Investments referenced other loans, advances or Restricted Junior Payments in clauses (a)-(h) of this Section 6.7 shall be respect thereof), Restricted Junior Payments permitted to be made ifto Holdings in accordance with subsection 7.5; (ix) advances of payroll payments to employees in the ordinary course of business; (x) Investments to the extent the consideration paid therefor consists solely of Capital Stock of Holdings; (xi) Investments consisting of promissory notes issued to any Loan Party by future, immediately before present or former officers, directors and employees, members of management, or consultants of Holdings or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Capital Stock of Holdings or its direct or indirect parent (or, after the occurrence of a Qualifying IPO, of the Qualifying IPO Issuer), to the extent the applicable Restricted Junior Payment is permitted by subsection 7.5; (xii) consummation of the Acquisition in accordance with the terms and conditions of the Acquisition Agreement and the Panolam Industries Holdings Merger Agreement; (xiii) Consolidated Capital Expenditures permitted by subsection 7.8; (xiv) Investments owned on the Closing Date and described in Schedule 7.3 annexed hereto and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms of such Investment or as otherwise permitted by this subsection 7.3; (xv) acquisition of assets (including Capital Stock and including Capital Stock of Subsidiaries formed in connection with any such acquisition) having a fair market value not in excess of $125,000,000 in the aggregate; provided that (a) no Potential Event of Default or Event of Default shall have occurred and be continuing at the time such acquisition occurs or after giving effect thereto, (b) Company shall, and shall cause its Subsidiaries to, comply with the requirements of subsections 6.8 and 6.9 with respect to such acquisition if it results in a Person becoming a Subsidiary, (c) Company shall have demonstrated that, after giving effect to such acquisition and any Event of Default or Potential Event of Default exists). Without limiting Indebtedness to be incurred in connection therewith, (1) it shall be in Pro Forma Compliance with the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms financial covenants set forth in subsection 7.6 and (2) its Consolidated Leverage Ratio will not be in excess of 5.75:1.00, (d) after giving effect to such acquisition, Company shall be in compliance with the transaction documents attached hereto at Exhibit Fterms of subsection 7.11, and (iie) Permitted Acquisitions occurring from and after Lender’s receipt as a result of the 2000 Report and Certificatesuch acquisition, the Loan Parties Company shall not purchase, lease (as lessee) assume or otherwise acquire (in become liable for Contingent Obligations that could reasonably be expected to have a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.”Material Adverse Effect; (oxvi) Section 6.8 Company and its Domestic Subsidiaries may make and own other Investments in an aggregate amount not to exceed at any time $5,000,000; (xvii) receipt and possession of the Loan Agreement shall be deleted promissory notes and other non-cash consideration received in its entirety and replaced connection with any Asset Sale permitted by subsection 7.7; and (xviii) acquisition of Securities in connection with the following:satisfaction or enforcement of Indebtedness or claims due or owing to Company or any of its Subsidiaries or as security for any such Indebtedness or claim.

Investments; Acquisitions. The Loan Parties shall not make or permit to exist any Investment in any Person, except for: (a) advances to employees of the Loan Parties for travel or other ordinary business expenses in the ordinary course of, and pursuant to the reasonable requirements of the Loan Parties’ ' Business; (b) extensions of credit by the Loan Parties in the nature of accounts or notes receivable arising from the sale of goods and services in the ordinary course of business; (c) shares of stock, obligations or other securities received by the Loan Parties in settlement of claims arising in the ordinary course of business; (d) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s 's receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties hereto (it being understood that none of the Investments referenced in clauses (a)-(ha)-(g) of this Section 6.7 shall be permitted to be made if, immediately before or after giving effect thereto, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto at Exhibit F, and (ii) Permitted ii)Permitted Acquisitions occurring from and after Lender’s 's receipt of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction or a series of related transactions), or enter into any agreement to purchase or acquire all or substantially all of the assets or the capital stock or other ownership interests of any Person.” (o) Section 6.8 of the Loan Agreement shall be deleted in its entirety and replaced with the following:

Investments; Acquisitions. The Loan Parties shall not make or permit to exist any Investment in any Person, except for: (a) advances Neither the Borrower nor any of its Subsidiaries shall make Investments in any Person except as permitted by Section 6.5 and except the following Investments (provided such Investments do not violate Section 6.6(b)): (i) absent the existence of a Default or Event of Default, Restricted Investments; (ii) Investments in Subsidiaries (including, without limitation, any Person becoming a Subsidiary as a result of such Investment pursuant to employees an Acquisition otherwise permitted pursuant to Section 6.6(b)); (iii) capital contributions of assets as permitted by Section 6.9(a); (iv) Investments made pursuant to an Acquisition otherwise permitted pursuant to Section 6.6(b); (v) Investments in existence on the Loan Parties for travel or other ordinary business expenses Closing Date and described on Schedule -------- 6.6; and --- (vi) Other Investments not described in the ordinary course ofpreceding clauses (i) through (iv) made in an aggregate amount during any period of four consecutive Fiscal Quarters (excluding Fiscal Quarters ending on or before November 30, and pursuant 2000) not to the reasonable requirements of the Loan Parties’ Business; exceed $10,000,000. (b) extensions Without the prior written consent of credit by the Loan Parties in Required Lenders, the nature Borrower will not, nor will it permit any of accounts its Subsidiaries to, acquire, whether directly or notes receivable arising from through the sale of goods and services in the ordinary course of business; (c) shares purchase of stock, obligations convertible notes or other securities received by the Loan Parties in settlement of claims arising in the ordinary course of business; (d) investments in Cash Equivalents; (e) other Investments not to exceed Three Million Dollars ($3,000,000) in the aggregate or One Million Dollars ($1,000,000) in any single Person; (f) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate; (g) the Investments existing on the date hereof and set forth on Schedule 6.7 hereto; and (h) Investment between any of the Loan Parties (it being understood that none of the Investments referenced in clauses (a)-(h) of this Section 6.7 shall be permitted to be made ifotherwise, immediately before or after giving effect theretoan Acquisition, any Event of Default or Potential Event of Default exists). Without limiting the generality of the foregoing, except for (i) the Small Parts Acquisition on the terms set forth in the transaction documents attached hereto at Exhibit F, and (ii) Permitted Acquisitions occurring from and after Lender’s receipt of the 2000 Report and Certificate, the Loan Parties shall not purchase, lease (as lessee) or otherwise acquire (in a single transaction any assets other than the loans, advances and investments permitted by Section 6.5 or a series of related transactions6.6(a), the assets of one of its Subsidiaries, or enter into any agreement to purchase or acquire of fixed assets (which fixed assets do not constitute all or substantially all of the assets of the Person from whom such assets are acquired), unless in each case (i) such acquisition is of a business which is similar (as to product sold or service rendered) to the Borrower's or any relevant Subsidiary's, (ii) such acquisition is to be made upon a negotiated basis with the approval of the board of directors of the Person to be acquired, or of the percentage of ownership interests required by the charter documents of such Person to approve any such acquisition, (iii) the total amount of cash consideration paid, and Debt assumed or otherwise becoming part of Consolidated Total Debt (x) in such acquisition shall not exceed $25,000,000, and (y) in such acquisition, together with the aggregate amount of such cash consideration and Debt in respect of all other acquisitions made during the then-current Fiscal Year (or, in the case of the Borrower's 2001 Fiscal Year, the period from the Closing Date through the end of such 2001 Fiscal Year) shall not exceed $50,000,000, (iv) the then-current market value of all capital stock or other ownership interests of any Person.” (o) Section 6.8 of the Loan Agreement Borrower given as consideration in such acquisition, together with the aggregate value of all such capital stock given in respect of all other acquisitions made during the then-current Fiscal Year (or, in the case of the Borrower's 2001 Fiscal Year, the period from the Closing Date through the end of such 2001 Fiscal Year) shall not exceed $50,000,000, and (v) no Default or Event of Default shall be deleted in its entirety existence or be caused thereby which has not been specifically waived in writing pursuant to Section 9.6 (and, if requested by the Administrative Agent, the Borrower has provided to the Administrative Agent a certificate to such effect, with supporting calculations of the financial covenants set forth in Sections 6.1 and replaced with 6.3 on a pro forma basis for the following:most recent four Fiscal Quarters of the Borrower for which Financial Statements (Annual or Quarterly) are available after giving effect to such acquisition as of the first day of such period, and the financial covenant set forth in Section 6.2 on a pro forma basis as of the end of the most recent Fiscal Quarter of the Borrower for which Financial Statements (Annual or Quarterly) are available after giving effect to such acquisition as of the end of such Fiscal Quarter).