CLAIM OR THREATENED CLAIM AGAINST PRESENT OR
FORMER OFFICERS OR DIRECTORS OF ANY MEMBER OF THE GROUP, OR (III) ANY MATERIAL
DEVELOPMENT IN ANY ACTION, SUIT, PROCEEDING, GOVERNMENTAL INVESTIGATION OR
ARBITRATION AT ANY TIME PENDING AGAINST OR AFFECTING THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR ANY PROPERTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH, IN
EACH CASE, IS REASONABLY POSSIBLE TO HAVE A MATERIAL ADVERSE EFFECT, THE COMPANY
WILL PROMPTLY GIVE NOTICE THEREOF TO THE PURCHASER AND PROVIDE SUCH OTHER
INFORMATION AS MAY BE REASONABLY AVAILABLE TO THEM TO ENABLE THE PURCHASER AND
ITS COUNSEL TO EVALUATE SUCH MATTER.
(J)
SUBSIDIARIES.
NOT LESS THAN 15 DAYS PRIOR TO CREATING A
SUBSIDIARY OR ACQUIRING THE STOCK OF, OR OTHER EQUITY INTERESTS IN, A PERSON,
SUCH THAT SUCH PERSON WILL BECOME A SUBSIDIARY OF ANY GROUP MEMBER, THE COMPANY
SHALL NOTIFY THE PURCHASER OF THE COMPANY'S OR ANY OF ITS SUBSIDIARY'S INTENTION
TO CREATE SUCH SUBSIDIARY OR ACQUIRE SUCH STOCK OR EQUITY INTERESTS, AND
FOLLOWING SUCH NOTICE SUCH SUBSIDIARY WILL NOT BE CREATED OR ACQUIRED UNTIL THE
COMPANY HAS CAUSED EACH SUBSIDIARY TO EXECUTE A GUARANTY AND DELIVERED TO THE
PURCHASERS SUCH LEGAL OPINIONS AND OTHER DOCUMENTS AS THE PURCHASERS MAY
REASONABLY REQUEST.
(K)
SUPPLEMENTED SCHEDULES; NOTICE OF CORPORATE CHANGES.
THE
COMPANY SHALL PROVIDE PROMPT WRITTEN NOTICE TO THE PURCHASER OF ANY MATERIAL
CHANGE AFTER THE CLOSING DATE IN THE AUTHORIZED AND ISSUED CAPITAL STOCK OF THE
COMPANY OR ANY OTHER GROUP MEMBER OR ANY OTHER MATERIAL AMENDMENT TO THEIR
CHARTER, BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS, SUCH NOTICE, IN EACH CASE,
TO IDENTIFY THE APPLICABLE JURISDICTIONS, CAPITAL STRUCTURES OR AMENDMENTS AS
APPLICABLE.
(L)
OTHER INFORMATION.
WITH REASONABLE PROMPTNESS, THE COMPANY
SHALL DELIVER SUCH OTHER INFORMATION AND DATA WITH RESPECT TO THE COMPANY OR ANY
OF ITS SUBSIDIARIES AS
38
FROM TIME TO TIME MAY BE REASONABLY REQUIRED BY ANY PURCHASER, INCLUDING
MANAGEMENT LETTERS PREPARED BY INDEPENDENT ACCOUNTANTS.
8.02
PRESERVATION OF CORPORATE EXISTENCE.
THE COMPANY
SHALL, AND SHALL CAUSE EACH GROUP MEMBER TO:
(A)
PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS
CORPORATE (OR, AS APPLICABLE, LIMITED LIABILITY PARTNERSHIP OR OTHER ENTITY)
EXISTENCE;
(B)
CONDUCT ITS BUSINESS IN ACCORDANCE WITH SOUND BUSINESS
PRACTICES;
(C)
FILE OR CAUSE TO BE FILED IN A TIMELY MANNER ALL MATERIAL
REPORTS, APPLICATIONS, ESTIMATES AND LICENSES THAT SHALL BE REQUIRED BY EACH
GOVERNMENTAL AUTHORITY; AND
(D)
TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS, PRIVILEGES
AND FRANCHISES NECESSARY OR DESIRABLE IN THE NORMAL CONDUCT OF ITS BUSINESS.
8.03
PAYMENT OF OBLIGATIONS.
THE COMPANY SHALL, AND
SHALL CAUSE EACH GROUP MEMBER TO, PAY, DISCHARGE OR OTHERWISE SATISFY, AT OR
BEFORE MATURITY, OR BEFORE THEY BECOME DELINQUENT, AS THE CASE MAY BE, ALL THEIR
RESPECTIVE OBLIGATIONS AND LIABILITIES, INCLUDING WITHOUT LIMITATION:
(A)
ALL MATERIAL TAX LIABILITIES, ASSESSMENTS AND GOVERNMENTAL
CHARGES OR LEVIES UPON IT OR ITS PROPERTIES OR ASSETS, AND ANY ADDITIONAL COSTS
THAT ARE IMPOSED AS A RESULT OF ANY FAILURE TO PAY, DISCHARGE OR OTHERWISE
SATISFY SUCH OBLIGATIONS, UNLESS THE SAME ARE