DATE OF SUCH
PERMITTED ACQUISITION (BOTH BEFORE AND AFTER GIVING EFFECT THERETO), UNLESS
STATED TO RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE SUCH REPRESENTATIONS
AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH
EARLIER DATE; (V) THE AGGREGATE CONSIDERATION PAYABLE FOR THE PROPOSED PERMITTED
ACQUISITION, WHEN ADDED TO THE AGGREGATE CONSIDERATION PAID OR PAYABLE FOR ALL
OTHER PERMITTED ACQUISITIONS THERETOFORE CONSUMMATED DURING THE THEN FISCAL YEAR
OF THE BORROWER AND ANY CONTINGENT PURCHASE PRICE, EARN-OUT, NON-COMPETE AND
OTHER SIMILAR OBLIGATIONS OF THE BORROWER AND ITS SUBSIDIARIES RELATING TO ANY
PERMITTED ACQUISITION ACTUALLY PAID IN SUCH FISCAL YEAR, DOES NOT EXCEED THE
PERMITTED ACQUISITION BASKET AMOUNT FOR SUCH FISCAL YEAR; AND (VI) TO THE EXTENT
ANY SUCH PERMITTED ACQUISITION INVOLVES AGGREGATE CONSIDERATION OF $10.0 MILLION
OR MORE, THE BORROWER SHALL HAVE DELIVERED TO THE ADMINISTRATIVE AGENT AND EACH
LENDER A CERTIFICATE EXECUTED BY ITS
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CHIEF FINANCIAL OFFICER, CERTIFYING TO THE BEST OF SUCH OFFICER'S KNOWLEDGE,
COMPLIANCE WITH THE REQUIREMENTS OF PRECEDING CLAUSES (I) THROUGH (V),
INCLUSIVE, AND CONTAINING THE CALCULATIONS (IN REASONABLE DETAIL) REQUIRED BY
PRECEDING CLAUSES (III) AND (V).
(B)
AT THE TIME OF EACH PERMITTED ACQUISITION INVOLVING THE CREATION
OR ACQUISITION OF A SUBSIDIARY, OR THE ACQUISITION OF CAPITAL STOCK OR OTHER
EQUITY INTEREST OF ANY PERSON, THE CAPITAL STOCK OR OTHER EQUITY INTERESTS
THEREOF CREATED OR ACQUIRED IN CONNECTION WITH SUCH PERMITTED ACQUISITION SHALL
BE PLEDGED FOR THE BENEFIT OF THE SECURED PARTIES PURSUANT TO (AND TO THE EXTENT
REQUIRED BY) THE SECURITY DOCUMENTS.
(C)
THE BORROWER WILL CAUSE EACH SUBSIDIARY WHICH IS FORMED TO EFFECT,
OR IS ACQUIRED PURSUANT TO, A PERMITTED ACQUISITION TO COMPLY WITH, AND TO
EXECUTE AND DELIVER ALL OF THE DOCUMENTATION AS AND TO THE EXTENT REQUIRED BY
SECTION 9.11, TO THE REASONABLE SATISFACTION OF THE ADMINISTRATIVE AGENT.
The consummation of each Permitted Acquisition shall be deemed to be a
representation and warranty by the Borrower that the certifications pursuant to
this Section 9.13 are true and correct and that all conditions thereto have been
satisfied and that same is permitted in accordance with the terms of this
Agreement, which representation and warranty shall be deemed to be a
representation and warranty for all purposes hereunder, including Sections 8
and 11.
SECTION 10.
NEGATIVE COVENANTS.
The Borrower hereby covenants and agrees that on and after the Effective Date
and until the Total Revolving Loan Commitment and all Letters of Credit have
terminated and the Loans, Notes and Unpaid Drawings (in each case, together with
interest thereon), Fees and all other Obligations (other than any indemnities
described in Section 13.13 which are not then due and payable) incurred
hereunder and under the other Credit Documents, are paid in full:
10.01.
Liens.
The Borrower will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets (real or personal, tangible or intangible) of
the Borrower or any of its