BUSINESS.
SELLER SHALL NOT ENTER INTO ANY
BUSINESS, EITHER DIRECTLY OR THROUGH ANY SUBSIDIARY, EXCEPT FOR THOSE BUSINESSES
IN WHICH SELLER AND ITS SUBSIDIARIES ARE ENGAGED ON THE DATE OF THIS AGREEMENT.
(EE)
PAYMENT OF BREAKAGE COSTS.
SELLER SHALL PAY THE AGENT, WITHIN ONE
(1) BUSINESS DAY AFTER ANY REQUEST THEREFOR FROM THE AGENT OR ANY BUYER, FOR ALL
BREAKAGE COSTS AT ANY TIME SUSTAINED OR INCURRED BY THE AGENT OR ANY BUYER.
(FF)
GUARANTEE AGREEMENT.
IF AT ANY TIME (I) THE OBLIGATIONS OF ANY
GUARANTOR UNDER THE GUARANTEE AGREEMENT SHALL CEASE TO BE IN EFFECT, (II) ANY
ACT OF INSOLVENCY SHALL HAVE OCCURRED WITH RESPECT TO ANY GUARANTOR OR (III)
THERE SHALL OCCUR ANY VIOLATION OF ANY PROVISION SET FORTH IN SECTIONS 9(B)
THROUGH 9(O) OF THE GUARANTEE AGREEMENT (ANY OF THE FOREGOING EVENTS, A
"GUARANTEE DEFAULT"), THEN, WITHIN SIXTY (60) DAYS AFTER THE OCCURRENCE OF ANY
SUCH GUARANTEE DEFAULT, SELLER SHALL HAVE A REPLACEMENT PERFORMANCE GUARANTOR
ACCEPTABLE TO BUYER (A "PERFORMANCE GUARANTOR") ASSUME IN WRITING SUCH
OBLIGATIONS UNDER THE GUARANTEE AS THE AGENT DEEMS NECESSARY TO CORRECT SUCH
GUARANTEE DEFAULT.
(GG)
INTERNALIZATION OF MANAGEMENT.
SELLER SHALL NOT PERMIT THE PARENT
TO INTERNALIZE THE MANAGEMENT OF THE PARENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE AGENT; PROVIDED, HOWEVER, THAT SUCH CONSENT SHALL BE GRANTED BY THE AGENT SO
LONG AS (1) NO MARGIN DEFICIT, DEFAULT OR EVENT OF DEFAULT EXISTS, (2) SELLER
SHALL, AT THE TIME OF SUCH INTERNALIZATION, AND WILL CONTINUE AFTER SUCH
INTERNALIZATION TO MEET ALL COVENANTS, CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER FINANCIAL OR OTHERWISE, AS SET FORTH IN ANY OF THE
REPURCHASE DOCUMENTS, AND (3) SELLER SHALL CAUSE THE PARENT TO DELIVER TO THE
AGENT A FAIRNESS OPINION, IN FORM AND SUBSTANCE ACCEPTABLE TO THE AGENT,
PROVIDED BY A NATIONALLY RECOGNIZED EXPERT IN THE RELATED FIELD ACCEPTABLE TO
THE AGENT.
72
(HH)
ADDITIONAL SELLERS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS, INCLUDING WITHOUT LIMITATION THE
SEPARATENESS PROVISIONS SET FORTH IN SECTION 9.01(W) OF THIS AGREEMENT, ANY
SELLER MAY FROM TIME TO TIME FORM OR ACQUIRE ADDITIONAL SUBSIDIARIES.
IN THE
EVENT THAT ANY SELLER AT ANY TIME FORMS OR ACQUIRES ANY SUCH SUBSIDIARY, SUCH
SELLER SHALL, WITHIN TEN (10) DAYS AFTER SUCH FORMATION OR ACQUISITION, (I)
NOTIFY THE AGENT IN WRITING OF SUCH FORMATION OR ACQUISITION, (II) PLEDGE IN
FAVOR OF THE AGENT FOR THE RATABLE BENEFIT OF THE BUYERS OF ALL OF THE CAPITAL
STOCK AND OTHER EQUITY AND OWNERSHIP INTERESTS HELD BY THE SELLER IN EACH SUCH
SUBSIDIARY AND SHALL TAKE ALL SUCH FURTHER ACTION AS THE AGENT SHALL DEEM
REASONABLY NECESSARY OR ADVISABLE (INCLUDING, WITHOUT LIMITATION, THE EXECUTION
OF FINANCING STATEMENTS ON FORM UCC-1 AND ANY ADDITIONAL SECURITY AGREEMENTS OR
AMENDMENTS THERETO) IN ORDER TO EFFECT AND PERFECT SUCH PLEDGE, (III) IN THE
EVENT THAT SUCH SUBSIDIARY WAS FORMED OR ACQUIRED FOR THE PURPOSE OF ACQUIRING
OR HOLDING ASSETS IN CONTEMPLATION OF THE ENTERING INTO OF TRANSACTIONS
HEREUNDER, SUCH SUBSIDIARY SHALL DELIVER TO THE AGENT A