THAT IT WILL CONTINUE TO COMPLY WITH SUCH
FINANCIAL COVENANTS FOR A PERIOD OF ONE YEAR FOLLOWING THE DATE OF THE
CONSUMMATION OF SUCH PERMITTED ACQUISITION, AND (Z) AFTER GIVING EFFECT TO SUCH
PERMITTED ACQUISITION AND ANY BORROWINGS IN CONNECTION THEREWITH, THE BORROWER
BELIEVES IN GOOD FAITH THAT THE BORROWER WILL HAVE SUFFICIENT AVAILABILITY UNDER
THE REVOLVING CREDIT COMMITMENTS TO MEET ITS ONGOING WORKING CAPITAL
REQUIREMENTS.
84
(B)
AS SOON AS REASONABLY PRACTICABLE AFTER THE CONSUMMATION OF ANY
PERMITTED ACQUISITION, THE BORROWER WILL DELIVER TO THE ADMINISTRATIVE AGENT AND
EACH LENDER TRUE AND CORRECT COPIES OF THE FULLY EXECUTED ACQUISITION AGREEMENT
(INCLUDING SCHEDULES AND EXHIBITS THERETO) AND OTHER MATERIAL DOCUMENTS AND
CLOSING PAPERS DELIVERED IN CONNECTION THEREWITH, TOGETHER WITH (IN THE CASE OF
ANY PERMITTED ACQUISITION HAVING A TOTAL ACQUISITION AMOUNT LESS THAN
$10,000,000, THE ITEMS DESCRIBED IN CLAUSES (I) AND (II) OF SECTION 6.8(A).
(C)
THE CONSUMMATION OF EACH PERMITTED ACQUISITION SHALL BE DEEMED TO
BE A REPRESENTATION AND WARRANTY BY THE BORROWER THAT (EXCEPT AS SHALL HAVE BEEN
APPROVED IN WRITING BY THE REQUIRED LENDERS) ALL CONDITIONS THERETO SET FORTH IN
THIS SECTION 6.8 AND IN THE DESCRIPTION FURNISHED UNDER SECTION 6.8(A)(I) HAVE
BEEN SATISFIED, THAT THE SAME IS PERMITTED IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, AND THAT THE MATTERS CERTIFIED TO BY THE FINANCIAL OFFICER OF THE
BORROWER ON BEHALF OF THE BORROWER IN THE CERTIFICATE REFERRED TO IN
SECTION 6.8(A)(V) ARE, TO THE BEST OF SUCH FINANCIAL OFFICER'S KNOWLEDGE, TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE SUCH CERTIFICATE IS GIVEN,
WHICH REPRESENTATION AND WARRANTY SHALL BE DEEMED TO BE A REPRESENTATION AND
WARRANTY AS OF THE DATE THEREOF FOR ALL PURPOSES HEREUNDER, INCLUDING, WITHOUT
LIMITATION, FOR PURPOSES OF SECTIONS 4.2 AND 9.1.
6.9
Creation or Acquisition of Subsidiaries. Subject to the provisions
of Section 8.5, the Borrower may from time to time create or acquire new Wholly
Owned Subsidiaries in connection with Permitted Acquisitions or otherwise, and
the Wholly Owned Subsidiaries of the Borrower may create or acquire new Wholly
Owned Subsidiaries, provided that:
(A)
CONCURRENTLY WITH (AND IN ANY EVENT WITHIN FIFTEEN (15) CALENDAR
DAYS AFTER) THE CREATION OR DIRECT OR INDIRECT ACQUISITION BY THE BORROWER
THEREOF, EACH SUCH NEW SUBSIDIARY WILL EXECUTE AND DELIVER TO THE ADMINISTRATIVE
AGENT (I) A JOINDER TO THE SUBSIDIARY GUARANTY, PURSUANT TO WHICH SUCH NEW
SUBSIDIARY SHALL BECOME A GUARANTOR THEREUNDER AND SHALL GUARANTEE THE PAYMENT
IN FULL OF THE OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS, AND (II) A JOINDER TO THE SECURITY AGREEMENT, PURSUANT TO
WHICH SUCH NEW SUBSIDIARY SHALL BECOME A PARTY THERETO AND SHALL GRANT TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A FIRST PRIORITY LIEN UPON
AND SECURITY INTEREST IN ITS ACCOUNTS RECEIVABLE, INVENTORY, EQUIPMENT, GENERAL
INTANGIBLES AND OTHER PERSONAL PROPERTY AS COLLATERAL FOR ITS OBLIGATIONS UNDER
THE SUBSIDIARY GUARANTY, SUBJECT ONLY TO PERMITTED LIENS;
(B)
CONCURRENTLY WITH (AND IN ANY EVENT WITHIN THIRTY (30) CALENDAR
DAYS AFTER) THE