(W) THE ACQUISITION PRO FORMA FAIRLY PRESENTS IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION OF HOLDINGS AND ITS SUBSIDIARIES (ON A
CONSOLIDATED BASIS) AS OF THE DATE THEREOF AFTER GIVING EFFECT TO THE PERMITTED
ACQUISITION; (Y) THE ACQUISITION PROJECTIONS ARE A REASONABLE ESTIMATE OF THE
FUTURE FINANCIAL PERFORMANCE OF HOLDINGS AND ITS SUBSIDIARIES SUBSEQUENT TO THE
DATE THEREOF BASED UPON THE HISTORICAL PERFORMANCE OF HOLDINGS AND ITS
SUBSIDIARIES AND TARGET AND (Z) HOLDINGS AND ITS SUBSIDIARIES HAVE COMPLETED
THEIR DUE DILIGENCE INVESTIGATION WITH RESPECT TO THE TARGET AND SUCH
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PERMITTED ACQUISITION, WHICH INVESTIGATION WAS CONDUCTED IN A MANNER SIMILAR TO
THAT WHICH WOULD HAVE BEEN CONDUCTED BY A PRUDENT PURCHASER OF A COMPARABLE
BUSINESS AND THE RESULTS OF WHICH INVESTIGATION WERE DELIVERED TO AGENT;
(IX)
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE OF SUCH
PERMITTED ACQUISITION, AGENT SHALL HAVE RECEIVED, IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO AGENT, COPIES OF THE ACQUISITION AGREEMENT AND
RELATED AGREEMENTS AND INSTRUMENTS, AND ALL OPINIONS, CERTIFICATES, LIEN SEARCH
RESULTS, COPIES OF ALL ENVIRONMENTAL REPORTS AND MEMORANDA RELATED THERETO TO
THE EXTENT PREPARED IN CONNECTION WITH SUCH PERMITTED ACQUISITION, AND OTHER
DOCUMENTS REASONABLY REQUESTED BY AGENT, INCLUDING THOSE SPECIFIED IN
SECTION 2.7; AND
(X)
AT THE TIME OF SUCH PERMITTED ACQUISITION AND AFTER GIVING EFFECT
THERETO, NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
3.7
DISPOSAL OF ASSETS OR SUBSIDIARY STOCK.
HOLDINGS AND BORROWER
SHALL NOT AND SHALL NOT CAUSE OR PERMIT ANY CREDIT PARTY TO DIRECTLY OR
INDIRECTLY CONVEY, SELL, LEASE, SUBLEASE, TRANSFER OR OTHERWISE DISPOSE OF, OR
GRANT ANY PERSON AN OPTION TO ACQUIRE, IN ONE TRANSACTION OR A SERIES OF RELATED
TRANSACTIONS, ANY OF ITS PROPERTY, BUSINESS OR ASSETS, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, EXCEPT FOR (A) SALES OF INVENTORY IN GOOD FAITH TO CUSTOMERS
FOR FAIR VALUE IN THE ORDINARY COURSE OF BUSINESS AND DISPOSITIONS OF OBSOLETE
OR WORN OUT EQUIPMENT NOT USED OR USEFUL IN THE BUSINESS; (B) ASSET DISPOSITIONS
BY BORROWER AND SUBSIDIARIES OF BORROWER THAT ARE CREDIT PARTIES (EXCLUDING
SALES OF ACCOUNTS AND STOCK OF ANY OF HOLDINGS' SUBSIDIARIES) IF ALL OF THE
FOLLOWING CONDITIONS ARE MET:
(I) THE MARKET VALUE OF ASSETS SOLD OR OTHERWISE
DISPOSED OF IN ANY SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS DOES NOT
EXCEED $7,500,000 AND THE AGGREGATE MARKET VALUE OF ASSETS SOLD OR OTHERWISE
DISPOSED OF IN ANY FISCAL YEAR DOES NOT EXCEED $10,000,000; (II) THE
CONSIDERATION RECEIVED IS AT LEAST EQUAL TO THE FAIR MARKET VALUE OF SUCH
ASSETS; (III) AT LEAST 85% OF THE CONSIDERATION RECEIVED IS CASH; (IV) THE NET
PROCEEDS OF SUCH ASSET DISPOSITION ARE APPLIED AS REQUIRED BY SECTION 1.5(C);
(V) AFTER GIVING EFFECT TO THE ASSET DISPOSITION AND THE REPAYMENT OF
INDEBTEDNESS WITH THE PROCEEDS THEREOF, HOLDINGS AND ITS SUBSIDIARIES ARE IN
COMPLIANCE ON A PRO FORMA BASIS WITH THE COVENANTS SET FORTH IN SECTION 4
RECOMPUTED FOR THE MOST RECENTLY ENDED QUARTER FOR WHICH INFORMATION IS
AVAILABLE; AND (VI) NO DEFAULT OR EVENT OF DEFAULT