6.9 OR ANY OTHER PROVISION OF THIS AGREEMENT, AND
AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION AND ANY BORROWINGS MADE IN
CONNECTION THEREWITH, THE COMPANY WILL BE IN COMPLIANCE WITH THE FINANCIAL
COVENANTS CONTAINED IN ARTICLE VII, SUCH COMPLIANCE DETERMINED WITH REGARD TO
CALCULATIONS MADE ON A PRO FORMA BASIS FOR THE REFERENCE PERIOD MOST RECENTLY
ENDED, CALCULATED IN ACCORDANCE WITH GAAP AS IF EACH SUCH TARGET HAD BEEN
CONSOLIDATED WITH THE COMPANY FOR THOSE PERIODS APPLICABLE TO SUCH COVENANTS
(SUCH CALCULATIONS TO BE ATTACHED TO THE CERTIFICATE USING THE COVENANT
COMPLIANCE WORKSHEET).
(B)
AS SOON AS REASONABLY PRACTICABLE AFTER THE
CONSUMMATION OF ANY PERMITTED ACQUISITION HAVING AN ACQUISITION AMOUNT OF
$2,500,000 OR MORE, THE BORROWERS WILL NOTIFY THE ADMINISTRATIVE AGENT AND THE
LENDERS OF SUCH PERMITTED ACQUISITION AND WILL DELIVER (I) TO THE ADMINISTRATIVE
AGENT AND EACH LENDER, IN THE CASE OF ANY PERMITTED ACQUISITION HAVING AN
ACQUISITION AMOUNT OF $2,500,000 OR MORE BUT LESS THAN $15,000,000, THE
CERTIFICATE AND CALCULATIONS DESCRIBED IN CLAUSE (V) OF SECTION 6.9(A), AND
(II) TO THE ADMINISTRATIVE AGENT OR ANY LENDER, UPON ITS REQUEST THEREFOR, 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.
(C)
THE CONSUMMATION OF EACH PERMITTED
ACQUISITION SHALL BE DEEMED TO BE A REPRESENTATION AND WARRANTY BY THE COMPANY
THAT (EXCEPT AS SHALL HAVE BEEN APPROVED IN WRITING BY THE REQUIRED LENDERS) ALL
CONDITIONS THERETO SET FORTH IN THIS SECTION 6.9 AND IN THE DESCRIPTION
FURNISHED UNDER SECTION 6.9(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 COMPANY IN THE CERTIFICATE REFERRED
TO IN SECTION 6.9(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.
6.10
CREATION OR ACQUISITION OF SUBSIDIARIES.
SUBJECT
TO THE PROVISIONS OF SECTION 8.5, THE COMPANY 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 COMPANY MAY CREATE OR
ACQUIRE NEW WHOLLY OWNED SUBSIDIARIES, PROVIDED THAT:
(A)
CONCURRENTLY WITH (AND IN ANY EVENT WITHIN
TEN (10) BUSINESS DAYS AFTER) THE CREATION OR DIRECT OR INDIRECT ACQUISITION BY
THE COMPANY THEREOF, EACH SUCH NEW SUBSIDIARY WILL EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT (I) A JOINDER TO THE GUARANTY AGREEMENT, PURSUANT TO WHICH
SUCH NEW SUBSIDIARY SHALL BECOME A GUARANTOR THEREUNDER AND SHALL GUARANTEE THE
PAYMENT IN FULL OF THE OBLIGATIONS OF THE BORROWERS 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