IN
SUBSTANTIALLY THE SAME FORM EXECUTED BY THE GUARANTORS ON THE CLOSING DATE OR
OTHERWISE IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(B)
(1) NO LATER THAN TEN (10) BUSINESS DAYS PRIOR TO THE CONSUMMATION OF ANY
SUCH ACQUISITION, THE BORROWER REPRESENTATIVE SHALL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT COPIES OF EXECUTED COUNTERPARTS OF SUCH ACQUISITION
AGREEMENT, TOGETHER WITH ALL SCHEDULES THERETO, THE FORMS OF ANY ADDITIONAL
AGREEMENTS OR INSTRUMENTS TO BE EXECUTED AT THE CLOSING THEREUNDER (TO THE
EXTENT AVAILABLE), AND ALL APPLICABLE FINANCIAL INFORMATION, INCLUDING THREE
(3) YEARS OF FINANCIAL STATEMENTS, TO THE EXTENT AVAILABLE (INCLUDING, WITHOUT
LIMITATION, TRAILING TWELVE MONTH FINANCIAL STATEMENTS FOR EACH PERSON TO BE
ACQUIRED, AND CURRENT ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE AGINGS), A
DETAILED CAPITAL EXPENDITURES BUDGET AND FIVE (5) YEAR PROJECTIONS, UPDATED TO
REFLECT SUCH ACQUISITION AND ANY RELATED TRANSACTIONS, A PRO FORMA BALANCE SHEET
OF THE BORROWERS AND THEIR SUBSIDIARIES AS OF THE PROJECTED DATE OF THE
PERMITTED ACQUISITION SHOWING THE FINANCIAL CONDITION OF THE CONSOLIDATED
ENTITIES AFTER GIVING EFFECT TO THE PROPOSED ACQUISITION, AND A DESCRIPTION OF
THE PROPERTIES AND BUSINESS ACCOMPANIED BY APPLICABLE INFORMATION AS THE
ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE, (2) PROMPTLY FOLLOWING A REQUEST
THEREFOR, THE BORROWER REPRESENTATIVE SHALL HAVE DELIVERED TO THE ADMINISTRATIVE
AGENT COPIES OF SUCH OTHER DOCUMENTS RELATING TO SUCH ACQUISITION AS THE
ADMINISTRATIVE AGENT SHALL HAVE REASONABLY REQUESTED, AND (3)
PROMPTLY
FOLLOWING THE CONSUMMATION OF SUCH ACQUISITION, THE BORROWER REPRESENTATIVE
SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT CERTIFIED COPIES OF THE
AGREEMENTS, INSTRUMENTS AND DOCUMENTS REFERRED TO ABOVE, TO THE EXTENT THE SAME
HAVE BEEN EXECUTED AND DELIVERED AT THE CLOSING UNDER SUCH ACQUISITION
AGREEMENT.
(C)
EXCEPT FOR THE EMPLOYMENT AGREEMENTS, CONSULTING AGREEMENTS OR OTHER
PERSONAL SERVICE AGREEMENTS, THE AGGREGATE PURCHASE PRICE (EITHER IN CASH OR IN
KIND) PAYABLE BY THE BORROWERS OR THEIR DOMESTIC SUBSIDIARIES IN CONNECTION WITH
SUCH ACQUISITION (OTHER THAN EARN-OUTS, CUSTOMARY POST-CLOSING ADJUSTMENTS,
ESCROWS, HOLDBACKS, INDEMNITIES AND SELLER NOTES AND NON-COMPETITION AGREEMENTS
PERMITTED BY THE REQUIRED LENDERS) SHALL BE PAYABLE IN FULL ON THE DATE OF SUCH
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ACQUISITION OR, IF PAYABLE IN INSTALLMENTS, SHALL BE SUBORDINATED IN WRITING TO
THE OBLIGATIONS ON TERMS SATISFACTORY TO THE ADMINISTRATIVE AGENT.
(D)
THE BORROWERS AND THEIR SUBSIDIARIES SHALL NOT, IN CONNECTION WITH ANY SUCH
ACQUISITION, ASSUME OR REMAIN LIABLE WITH RESPECT TO ANY INDEBTEDNESS OF THE
RELATED SELLER, EXCEPT (I) TO THE EXTENT PERMITTED UNDER SECTION 7.03 AND
(II) OBLIGATIONS OF THE SELLER INCURRED IN THE ORDINARY COURSE OF BUSINESS AND
NECESSARY OR DESIRABLE TO THE CONTINUED OPERATION OF THE UNDERLYING PROPERTIES
OR BUSINESS, AND ANY OTHER SUCH LIABILITIES OR OBLIGATIONS NOT PERMITTED TO BE
ASSUMED OR OTHERWISE SUPPORTED BY ANY BORROWER OR ITS SUBSIDIARIES HEREUNDER
SHALL BE PAID IN FULL OR RELEASED AS TO THE ASSETS BEING SO ACQUIRED ON OR
BEFORE THE CONSUMMATION OF SUCH ACQUISITION.
(E)
ALL OTHER ASSETS AND PROPERTIES ACQUIRED IN CONNECTION WITH ANY SUCH
ACQUISITION SHALL BE FREE AND CLEAR OF ANY LIENS, CHARGES AND OTHER ENCUMBRANCES
OTHER THAN PERMITTED LIENS AND