THAT
THE COMPANY SHALL NOT BE REQUIRED TO PRESERVE ANY SUCH RIGHT, LICENSE OR
FRANCHISE, OR THE EXISTENCE OF ANY SUBSIDIARY, IF THE MAINTENANCE OR
PRESERVATION THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF THE BUSINESS OF
THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
(F)
PAYMENT OF TAXES AND OTHER CLAIMS. THE COMPANY SHALL PAY OR
DISCHARGE AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO PAY OR DISCHARGE, OR CAUSE
TO BE PAID OR DISCHARGED, BEFORE THE SAME SHALL BECOME DELINQUENT (I) ALL
MATERIAL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES LEVIED OR IMPOSED UPON
(A) THE COMPANY OR ANY SUCH SUBSIDIARY, (B) THE INCOME OR PROFITS OF THE COMPANY
OR ANY SUCH SUBSIDIARY WHICH IS A CORPORATION OR (C) THE PROPERTY OF THE COMPANY
OR ANY SUCH SUBSIDIARY AND (II) ALL MATERIAL LAWFUL CLAIMS FOR LABOR, MATERIALS
AND SUPPLIES THAT, IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON THE PROPERTY OF
THE COMPANY OR ANY SUCH SUBSIDIARY; PROVIDED THAT THE COMPANY SHALL NOT BE
REQUIRED TO PAY OR DISCHARGE, OR CAUSE TO BE PAID OR DISCHARGED, ANY SUCH TAX,
ASSESSMENT, CHARGE OR CLAIM THE AMOUNT, APPLICABILITY OR VALIDITY OF WHICH IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE
RESERVES HAVE BEEN ESTABLISHED.
(G)
NOTICE OF DEFAULTS. IN THE EVENT THAT THE COMPANY OR ANY
SUBSIDIARY BECOMES AWARE OF ANY DEFAULT OR EVENT OF DEFAULT, THE COMPANY SHALL
PROMPTLY DELIVER TO THE HOLDERS AN OFFICERS' CERTIFICATE SPECIFYING SUCH DEFAULT
OR EVENT OF DEFAULT.
(H)
SEC AND OTHER REPORTS. GROUP SHALL PROVIDE TO EACH HOLDER,
WITHIN 15 DAYS AFTER IT FILES ITS ANNUAL AND QUARTERLY REPORTS, INFORMATION,
DOCUMENTS AND OTHER REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"SEC"), COPIES OF SUCH ANNUAL REPORT AND OF THE INFORMATION, DOCUMENTS AND OTHER
REPORTS (OR COPIES OF SUCH PORTIONS OF ANY OF THE FOREGOING AS THE SEC MAY BY
RULES AND REGULATIONS PRESCRIBE) WHICH GROUP IS REQUIRED TO FILE WITH THE SEC
PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT PROVIDED THAT ANY SUCH
REPORTS, INFORMATION OR DOCUMENTS FILED WITH THE SEC PURSUANT TO ITS ELECTRONIC
DATA AND GATHERING ANALYSIS AND RETRIEVAL SYSTEM SHALL BE DEEMED PROVIDED TO
EACH HOLDER. DELIVERY OF SUCH REPORTS, INFORMATION AND DOCUMENTS TO EACH HOLDER
IS FOR INFORMATIONAL PURPOSES ONLY AND EACH HOLDER'S RECEIPT OF SUCH SHALL NOT
CONSTITUTE CONSTRUCTIVE NOTICE OF ANY INFORMATION CONTAINED THEREIN OR
DETERMINABLE FROM INFORMATION CONTAINED THEREIN, INCLUDING GROUP'S COMPLIANCE
WITH ANY OF ITS COVENANTS HEREUNDER (AS TO WHICH EACH HOLDER IS ENTITLED TO RELY
CONCLUSIVELY ON OFFICERS' CERTIFICATES).
(I)
COMPLIANCE CERTIFICATE. THE COMPANY SHALL DELIVER TO EACH
HOLDER WITHIN 60 DAYS AFTER THE END OF EACH FISCAL QUARTER OF THE COMPANY AND
120 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE COMPANY, A CERTIFICATE SIGNED
BY ONE OFFICER LISTED IN CLAUSE (I) OF THE DEFINITION THEREOF AND ONE OFFICER
LISTED IN CLAUSE (II) OF THE DEFINITION THEREOF; PROVIDED THAT ANY
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SUCH CERTIFICATE MAY BE SIGNED BY ANY TWO OF