FOLLOWING CONDITIONS ARE MET: (I) THE AGGREGATE MARKET VALUE OF SUCH ASSETS
SOLD IN ANY FISCAL YEAR OF BORROWER DOES NOT EXCEED $7,500,000 IN THE AGGREGATE
FOR THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES; (II) THE CONSIDERATION
RECEIVED BY THE LOAN PARTY OR SUCH SUBSIDIARY IS AT LEAST EQUAL TO THE FAIR
MARKET VALUE OF SUCH ASSETS; (III) THE SOLE CONSIDERATION RECEIVED IS CASH OR
EQUIPMENT OF COMPARABLE VALUE TO THAT DISPOSED OF AND THAT IS TO BE USED IN THE
BUSINESS OF THE LOAN PARTY OR SUCH SUBSIDIARY; (IV) AFTER GIVING EFFECT TO THE
ASSET DISPOSITION, BORROWER, ON A COMBINED AND CONSOLIDATED BASIS WITH ITS
SUBSIDIARIES AS SET FORTH IN SECTION 4, IS IN COMPLIANCE ON A PRO FORMA BASIS
WITH THE COVENANTS SET FORTH IN SECTION 4 RECOMPUTED FOR THE MOST RECENTLY ENDED
FISCAL QUARTER FOR WHICH INFORMATION IS AVAILABLE; AND (V) NO DEFAULT OR EVENT
OF DEFAULT THEN EXISTS OR SHALL RESULT FROM THE ASSET DISPOSITION; (H) THE
ISSUANCE OF THE RTPARK PREFERRED STOCK AND THE ISSUANCE OF UP TO 10% OF THE
COMMON STOCK OF AWCC ISSUED TO THE OFFICERS OR EMPLOYEES OF AWCC OR ITS
SUBSIDIARIES (TO THE EXTENT SUCH ISSUANCES OF AWCC COMMON STOCK ARE SUBJECT TO
DRAG ALONG, RIGHTS OF FIRST REFUSAL, RESTRICTIONS ON TRANSFER AND OTHER TERMS
AND CONDITIONS REASONABLY SATISFACTORY TO ADMINISTRATIVE AGENT); AND (I) THE
ISSUANCE OR OTHER DISPOSITION BY A SUBSIDIARY OF ITS OWN CAPITAL STOCK OR OTHER
EQUITY INTERESTS (X) IN CONNECTION WITH ANY PERMITTED ACQUISITION AND INVESTMENT
OR (Y) SO LONG AS SUCH ISSUING OR DISPOSING SUBSIDIARY IS NOT A WHOLLY OWNED
SUBSIDIARY IMMEDIATELY PRIOR TO SUCH ISSUANCE OR OTHER DISPOSITION AND SUCH
SUBSIDIARY REMAINS A SUBSIDIARY AFTER TAKING INTO ACCOUNT SUCH ISSUANCE OR OTHER
DISPOSITION.
3.8
TRANSACTIONS WITH AFFILIATES.
THE LOAN
PARTIES WILL NOT, AND WILL NOT PERMIT THEIR RESPECTIVE SUBSIDIARIES TO, DIRECTLY
OR INDIRECTLY, ENTER INTO OR PERMIT TO EXIST ANY TRANSACTION (INCLUDING THE
PURCHASE, SALE, LEASE OR EXCHANGE OF ANY PROPERTY OR THE RENDERING OF ANY
SERVICE) WITH ANY AFFILIATE OR WITH ANY DIRECTOR OR OFFICER OF THE LOAN PARTIES
OR ANY AFFILIATE, EXCEPT (A) AS SET FORTH ON SCHEDULE 3.8; (B) AS PERMITTED
PURSUANT TO SUBSECTIONS 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 3.7 AND 3.9;
(C) TRANSACTIONS UPON FAIR AND REASONABLE TERMS WHICH (IN THE CASE OF
TRANSACTIONS REQUIRING PAYMENTS BY ANY LOAN PARTY OR ITS SUBSIDIARIES IN THE
AGGREGATE IN EXCESS OF $250,000
40
IN ANY FISCAL YEAR) ARE FULLY DISCLOSED TO LENDERS AND ARE NO LESS FAVORABLE TO
SUCH LOAN PARTY OR SUCH SUBSIDIARY THAN WOULD BE OBTAINED IN A COMPARABLE ARM'S
LENGTH TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE; (D) TRANSACTIONS
AMONG THE LOAN PARTIES; OR (E) PAYMENT OF COMPENSATION TO DIRECTORS, OFFICERS
AND EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS FOR SERVICES ACTUALLY RENDERED
IN THEIR CAPACITIES AS DIRECTORS, OFFICERS AND EMPLOYEES, PROVIDED SUCH
COMPENSATION IS REASONABLE AND COMPARABLE WITH COMPENSATION PAID BY COMPANIES OF
LIKE NATURE AND SIMILARLY SITUATED.
3.9
MANAGEMENT FEES.
THE LOAN PARTIES