THEREBY, IN
EACH CASE AFTER GIVING EFFECT TO THE PERMITTED ACQUISITION AND RELATED
TRANSACTIONS, (Y) THE ACQUISITION PROJECTIONS (IF ANY) REPRESENT BORROWER'S BEST
ESTIMATE OF HOLDINGS' CONSOLIDATED FUTURE FINANCIAL PERFORMANCE AS OF THE DATE
THEREOF AND AFTER GIVING EFFECT TO THE PERMITTED ACQUISITION, THE ASSUMPTIONS
CONTAINED THEREIN ARE BELIEVED BY BORROWER TO BE FAIR AND REASONABLE IN LIGHT OF
CURRENT BUSINESS CONDITIONS AND THE ACQUISITION PROJECTIONS DEMONSTRATE
BORROWER'S PROJECTED COMPLIANCE WITH THE COVENANTS SET FORTH IN ARTICLE 6 FOR
THE ONE-YEAR PERIOD IMMEDIATELY FOLLOWING THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION; PROVIDED, THAT BORROWER CAN GIVE NO ASSURANCE THAT THE RESULTS
REFLECTED IN THE ACQUISITION PROJECTIONS WILL BE ATTAINED; AND (Z) HOLDINGS AND
ITS SUBSIDIARIES HAVE COMPLETED THEIR DUE DILIGENCE INVESTIGATION WITH RESPECT
TO THE TARGET AND SUCH PERMITTED ACQUISITION, WHICH INVESTIGATION WAS CONDUCTED
IN A MANNER SIMILAR TO THAT WHICH WOULD HAVE BEEN CONDUCTED BY A PRUDENT
PURCHASER OF A COMPARABLE BUSINESS AND THE RESULTS OF WHICH INVESTIGATION, TO
THE EXTENT REQUESTED, WERE DELIVERED TO ADMINISTRATIVE AGENT;
(III)
SUCH PERMITTED ACQUISITION SHALL ONLY INVOLVE ASSETS LOCATED IN
THE UNITED STATES OR CANADA (AND, IN CONNECTION WITH THE ACQUISITION OF THE
CAPITAL STOCK OF A TARGET, SUCH TARGET SHALL BE FORMED, INCORPORATED OR
OTHERWISE ORGANIZED UNDER THE LAWS OF A STATE WITHIN THE UNITED STATES OR
CANADA) AND COMPRISING A BUSINESS, OR THOSE ASSETS OF A BUSINESS, OF THE TYPE
ENGAGED IN BY BORROWER AS OF THE DATE HEREOF AND BUSINESSES REASONABLY RELATED
THERETO, AND WHICH BUSINESS WOULD NOT SUBJECT ADMINISTRATIVE AGENT OR ANY LENDER
TO REGULATORY OR THIRD PARTY APPROVALS IN CONNECTION WITH THE EXERCISE OF ITS
RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENTS OTHER
THAN APPROVALS APPLICABLE TO THE EXERCISE OF SUCH RIGHTS AND REMEDIES WITH
RESPECT TO BORROWER PRIOR TO SUCH PERMITTED ACQUISITION;
(IV)
SUCH PERMITTED ACQUISITION SHALL BE CONSENSUAL, SHALL HAVE BEEN
APPROVED BY THE TARGET'S BOARD OF DIRECTORS (OR COMPARABLE GOVERNING BOARD) AND
SHALL BE CONSUMMATED IN ACCORDANCE WITH THE TERMS OF THE AGREEMENTS AND
DOCUMENTS RELATED THERETO, AND IN 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 HOLDINGS
AND ITS SUBSIDIARIES AFTER GIVING EFFECT TO SUCH PERMITTED ACQUISITION, EXCEPT
(A) LOANS MADE HEREUNDER 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 SECTION 5.1, 5.3 AND
5.8(A));
(VI)
THE BUSINESS AND ASSETS ACQUIRED IN SUCH PERMITTED ACQUISITION
SHALL BE FREE AND CLEAR OF ALL LIENS (OTHER THAN PERMITTED LIENS);
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(VII)
AT OR PRIOR TO THE CLOSING OF ANY PERMITTED ACQUISITION,
ADMINISTRATIVE AGENT WILL BE GRANTED A FIRST PRIORITY PERFECTED LIEN (SUBJECT TO
PERMITTED LIENS) IN ALL ASSETS ACQUIRED PURSUANT THERETO OR, AS CONTEMPLATED BY
SECTION 4.11, IN THE ASSETS AND CAPITAL STOCK OF THE TARGET, AND HOLDINGS, ITS
SUBSIDIARIES AND THE TARGET SHALL HAVE EXECUTED SUCH