THIS AGREEMENT OR
ANY OTHER SUBORDINATED NOTE DOCUMENTS OTHER THAN APPROVALS APPLICABLE TO THE
EXERCISE OF SUCH RIGHTS AND REMEDIES WITH RESPECT TO SPECIFIED COMPANIES PRIOR
TO SUCH PERMITTED ACQUISITION;
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(IV)
SUCH PERMITTED ACQUISITION SHALL BE
CONSENSUAL, SHALL HAVE BEEN APPROVED BY THE TARGET'S BOARD OF DIRECTORS (OR
COMPARABLE GOVERNING BODY) AND SHALL BE CONSUMMATED IN ACCORDANCE WITH THE TERMS
OF THE AGREEMENTS AND DOCUMENTS RELATED THERETO, AND IN MATERIAL COMPLIANCE WITH
ALL APPLICABLE LAWS;
(V)
NO ASSETS OR LIABILITIES (INCLUDING, WITHOUT
LIMITATION, INVESTMENTS, DEBT AND CONTINGENT OBLIGATIONS) SHALL BE ACQUIRED,
INCURRED, ASSUMED OR OTHERWISE BE REFLECTED ON A CONSOLIDATED BALANCE SHEET OF
COMPANY AND ITS SUBSIDIARIES AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION,
EXCEPT (A) LOANS MADE UNDER THE SENIOR CREDIT AGREEMENT AND (B) THOSE ASSETS AND
LIABILITIES WHICH MAY BE ACQUIRED, INCURRED OR ASSUMED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
SECTIONS 8.1, 8.3 AND 8.8(A));
(VI)
THE BUSINESS AND ASSETS ACQUIRED IN SUCH
PERMITTED ACQUISITION SHALL BE FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED
LIENS);
(VII)
AT OR PRIOR TO THE CLOSING OF ANY PERMITTED
ACQUISITION, COMPANY, ITS SUBSIDIARIES AND THE TARGET SHALL HAVE EXECUTED SUCH
DOCUMENTS AND TAKEN SUCH ACTIONS (INCLUDING WITHOUT LIMITATION, THE DELIVERY OF
(A) CERTIFIED COPIES OF THE RESOLUTIONS OF THE BOARD OF DIRECTORS (OR COMPARABLE
GOVERNING BOARD) OF COMPANY, ITS SUBSIDIARIES AND THE TARGET AUTHORIZING SUCH
PERMITTED ACQUISITION, (B) LEGAL OPINIONS IN FORM AND SUBSTANCE REASONABLY
ACCEPTABLE TO EACH PURCHASER, AND (C) EVIDENCE OF INSURANCE OF THE BUSINESS TO
BE ACQUIRED CONSISTENT WITH THE REQUIREMENTS OF SECTION 7.4) AS MAY BE
REASONABLY REQUIRED BY THE REQUIRED HOLDERS IN CONNECTION THEREWITH;
(VIII)
THE SUM OF ALL AMOUNTS PAYABLE IN CONNECTION WITH
ANY PERMITTED ACQUISITION (INCLUDING ALL TRANSACTION COSTS, ALL DEBT, ALL
LIABILITIES AND CONTINGENT OBLIGATIONS ASSUMED AND THE MAXIMUM AMOUNT OF ANY
EARN-OUT OR COMPARABLE CONTINGENT PAYMENT OBLIGATION IN CONNECTION THEREWITH
(WHETHER OR NOT ANY OF THE FOREGOING IS REFLECTED ON COMPANY'S CONSOLIDATED
BALANCE SHEET) AND THE FAIR MARKET VALUE OF PROPERTY TRANSFERRED, BUT EXCLUDING
THE AMOUNT OF ANY CAPITAL STOCK OF COMPANY SOLD OR TRANSFERRED TO FINANCE SUCH
PERMITTED ACQUISITIONS), SHALL NOT EXCEED (A) $3,000,000 IN ANY FISCAL YEAR AND
(B) $6,000,000 FROM AND FOLLOWING THE CLOSING DATE;
(IX)
ANY EARN-OUTS OR OTHER COMPARABLE CONTINGENT
PAYMENT OBLIGATIONS INCURRED BY THE NOTE PARTIES IN CONNECTION WITH SUCH
PERMITTED ACQUISITION SHALL CONTAIN A STATED MAXIMUM PAYMENT AMOUNT, THE SUM OF
WHICH SHALL NOT EXCEED FIFTY PERCENT (50%) OF THE AMOUNTS DESCRIBED IN THE
PRECEDING CLAUSE (VIII) WITH RESPECT TO SUCH PERMITTED ACQUISITION;
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(X)
THE TARGET SHALL NOT HAVE INCURRED AN
OPERATING LOSS FOR THE TRAILING TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE
PERMITTED ACQUISITION, AS DETERMINED BASED UPON THE TARGET'S FINANCIAL
STATEMENTS FOR ITS MOST RECENTLY COMPLETED FISCAL YEAR AND ITS MOST RECENT
INTERIM FINANCIAL PERIOD COMPLETED WITHIN SIXTY (60) DAYS PRIOR TO THE DATE OF
CONSUMMATION OF SUCH PERMITTED ACQUISITION;
(XI)
ON OR PRIOR TO THE DATE OF SUCH PERMITTED