SUCH ACCOUNTANTS TO
MANAGEMENT IN CONNECTION WITH THEIR SERVICES, (III) FOR SO LONG AS HOLDINGS IS
SUBJECT TO THE REPORTING REQUIREMENTS OF SECTION 13(A) OR 15(D) OF THE EXCHANGE
ACT, ALL INFORMATION AND REPORTS REQUIRED TO BE DELIVERED BY HOLDINGS UNDER THE
REPORTING REQUIREMENTS OF SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT WHEN AND AS
DELIVERED TO THE COMMISSION OR THE SECURITIES HOLDERS OF HOLDINGS, (IV) ALL
PRESS RELEASES AND OTHER STATEMENTS MADE AVAILABLE BY HOLDINGS OR ANY OF ITS
SUBSIDIARIES TO THE PUBLIC CONCERNING MATERIAL DEVELOPMENTS IN THE BUSINESS OF
HOLDINGS OR ITS SUBSIDIARIES, (V) NOT LESS THAN FIFTEEN (15) DAYS PRIOR TO
CREATING A NEW SUBSIDIARY OR ACQUIRING THE STOCK OF, OR OTHER EQUITY INTERESTS
IN A PERSON, SUCH THAT SUCH PERSON WILL BECOME A SUBSIDIARY, WRITTEN NOTICE OF
THE INTENTION OF HOLDINGS OR ANY OF ITS SUBSIDIARIES TO CREATE SUCH A SUBSIDIARY
OR ACQUIRE SUCH STOCK OR EQUITY INTERESTS, AND (VI) SUCH OTHER INFORMATION AND
DATA WITH RESPECT TO HOLDINGS OR ANY OF ITS SUBSIDIARIES AS FROM TIME TO TIME
MAY BE REASONABLY REQUIRED BY THE HOLDERS OF THE WHITNEY SECURITIES.
THE
DELIVERY OF SUCH FINANCIAL STATEMENTS SHALL NOT BE DEEMED TO CONSTITUTE A
REPRESENTATION BY HOLDINGS RESPECTING THE ACCURACY OF THE INFORMATION CONTAINED
THEREIN.
34
(B)
HOLDINGS SHALL PERMIT, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO PERMIT,
REPRESENTATIVES OF WHITNEY OR ITS PERMITTED TRANSFEREES TO VISIT AND INSPECT ANY
OF THEIR PROPERTIES, TO EXAMINE THEIR CORPORATE, FINANCIAL AND OPERATING RECORDS
AND MAKE COPIES THEREOF OR ABSTRACTS THEREFROM, AND TO DISCUSS THEIR AFFAIRS,
FINANCES AND ACCOUNTS WITH THEIR RESPECTIVE DIRECTORS, OFFICERS AND INDEPENDENT
PUBLIC ACCOUNTANTS, ALL AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS
AND AS OFTEN AS MAY BE REASONABLY REQUESTED, UPON REASONABLE ADVANCE NOTICE.
6.
AFFIRMATIVE COVENANTS
Prior to an Initial Public Offering and so long as the Minimum Whitney Common
Ownership exceeds twenty percent (20%), Holdings hereby covenants with Whitney
as follows:
6.1
PRESERVATION OF CORPORATE EXISTENCE.
Holdings shall, and shall cause each of its subsidiaries to:
(A)
PRESERVE AND MAINTAIN IN FULL FORCE AND EFFECT ITS CORPORATE (OR, AS
APPLICABLE, LIMITED LIABILITY COMPANY OR OTHER ENTITY) EXISTENCE; PROVIDED, THAT
HOLDINGS AND ITS SUBSIDIARIES WILL NOT BE SUBJECT TO SUCH REQUIREMENT IF THE
BOARD DETERMINES IN GOOD FAITH THAT IT IS NOT IN HOLDINGS' BEST INTEREST TO DO
SO; AND
(B)
FILE OR CAUSE TO BE FILED IN A TIMELY MANNER ALL MATERIAL REPORTS,
APPLICATIONS AND LICENSES THAT SHALL BE NECESSARY FOR THE CONDUCT OF ITS
BUSINESS.
6.2
PAYMENT OF OBLIGATIONS.
Holdings shall, and shall cause each of its subsidiaries to, pay and discharge,
within a reasonable time from the time that such payment or liability shall
become due and payable, (and the expiration of any grace period related thereto)
all their respective material obligations and liabilities known to Holdings,
including without limitation:
(A)
ALL KNOWN TAX LIABILITIES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES
UPON IT OR ITS PROPERTIES OR ASSETS, UNLESS THE SAME ARE BEING CONTESTED IN GOOD
FAITH BY