SATISFIED AS TO THE FOREGOING;
(C)
AT THE TIME OF CONSUMMATION OF SUCH
ACQUISITION, NO DEFAULT AND NO EVENT OF DEFAULT EXISTS, OR WOULD BE CAUSED BY
SUCH CONSUMMATION AND THE REQUIRED LENDERS ARE SATISFIED AS TO THE FOREGOING;
(D)
AT LEAST FIVE (5) BANKING DAYS PRIOR TO THE
CONSUMMATION OF ANY SUCH ACQUISITION, THE BORROWER SHALL HAVE DELIVERED TO THE
AGENT A CERTIFICATE, SIGNED BY THE CHIEF EXECUTIVE OFFICER OR CHIEF FINANCIAL
OFFICER OF THE BORROWER, CERTIFYING THAT THE BORROWER HAS CONDUCTED OR CAUSED TO
BE CONDUCTED ALL DUE DILIGENCE DEEMED REASONABLY NECESSARY FOR THE PROPOSED
ACQUISITION, AND THAT THE RESULTS OF SUCH DUE DILIGENCE ARE DEEMED SATISFACTORY
BY THE OFFICER OF THE BORROWER EXECUTING SUCH CERTIFICATE;
(E)
RESERVED;
(F)
NO LESS THAN THIRTY (30) DAYS PRIOR TO
THE ANTICIPATED CONSUMMATION OF THE ACQUISITION, THE BORROWER SHALL DELIVER TO
THE LENDERS, AMONG SUCH OTHER FINANCIAL INFORMATION AND REPORTS AS MAY BE
REQUIRED BY THE LENDERS, REVISED FINANCIAL PROJECTIONS, INCOME STATEMENTS AND
BALANCE SHEETS SETTING FORTH THE EFFECT OF THE ACQUISITION AND DEMONSTRATING TO
THE SATISFACTION OF THE REQUIRED LENDERS (IN THEIR SOLE DISCRETION) THAT THE
BORROWER WILL, ON A GOING FORWARD BASIS, BE IN COMPLIANCE WITH ALL COVENANTS
(INCLUDING THE FINANCIAL COVENANTS CONTAINED IN SECTION 7) SET FORTH IN THIS
AGREEMENT, AND FURTHER DEMONSTRATING THAT THE PROPOSED ACQUISITION WILL, PRIOR
TO THE END OF THE SECOND FISCAL QUARTER OF THE BORROWER IMMEDIATELY SUCCEEDING
THE FISCAL QUARTER DURING WHICH ANY SUCH ACQUISITION IS CONSUMMATED, INCREASE
THE BORROWER'S ADJUSTED EBITDA, AFTER GIVING EFFECT TO ALL ADDITIONAL INTEREST
AND INDEBTEDNESS RELATED TO SUCH ACQUISITION (INCLUDING ANY INDEBTEDNESS
INCURRED UNDER THIS AGREEMENT), AS WELL AS THE RELEVANT INCOME STATEMENT EFFECTS
DEEMED APPLICABLE BY THE LENDERS AND ALL ADJUSTMENTS TO HISTORICAL PERFORMANCE
APPROVED BY THE REQUIRED LENDERS, ALL IN THE REQUIRED LENDERS' SOLE DISCRETION;
(G)
RESERVED;
(H)
RESERVED; AND
(I)
THE AGENT (AT THE DIRECTION OF THE
REQUIRED LENDERS) SHALL NOT HAVE ISSUED NOTICE TO THE BORROWER THAT, IN THE
REQUIRED LENDERS' REASONABLE DISCRETION, THE REQUIRED LENDERS HAVE DETERMINED
THAT A PROPOSED ACQUISITION IS NOT A PERMITTED ACQUISITION AS A RESULT OF THE
BORROWER'S FAILURE TO SATISFY ANY OF THE CONDITIONS SET FORTH IN PARAGRAPHS (A)
THROUGH (H) OF THIS SECTION 6.17.B, ANY SUCH NOTICE TO BE DELIVERED TO THE
BORROWER WITHIN 15 DAYS OF RECEIPT OF NOTICE FROM THE BORROWER REQUIRED BY
PARAGRAPH (A) OF THIS SECTION 6.17.B AND SUCH NOTICE TO SET FORTH, IN REASONABLE
DETAIL, THE BASIC FOR SUCH DETERMINATION BY THE REQUIRED LENDERS.
Each acquisition consummated in accordance with the provisions of
subsections
6.17.A and B shall be referred to as a "Permitted Acquisition".
33
SECTION 7.
FINANCIAL COVENANTS.
So long as any of the Loans shall remain available to the Borrower, and until
the principal of and interest on the Notes and all fees and other amounts due
hereunder and all of the Borrower's other obligations to the Agent and the
Lenders hereunder shall have been indefeasibly paid in full in cash, the
Borrower agrees that:
7.1.
MAXIMUM