OAK HILL ENTITIES OR ANY SUBSIDIARY SHALL,
AND EACH OAK HILL SELLER AND SELLER PRINCIPAL SHALL CAUSE THE OAK HILL ENTITIES
AND THE SUBSIDIARIES NOT TO, WITHOUT THE PRIOR WRITTEN CONSENT OF THE PARENT
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED):
31
(I)
TAKE ANY ACTION THAT WOULD BE PROHIBITED
BY THE PROVISIONS OF SECTION 8.4 OF THE AMENDED AND RESTATED OHA LP AGREEMENT AS
IF SUCH PROVISIONS WERE IN EFFECT AS OF THE DATE OF THIS AGREEMENT;
(II)
INCUR ANY INDEBTEDNESS OR ISSUE ANY DEBT
SECURITIES, OR ASSUME, GUARANTEE OR OTHERWISE BECOME RESPONSIBLE FOR THE
OBLIGATION OF ANOTHER PERSON;
(III)
MAKE OR CHANGE ANY MATERIAL TAX ELECTIONS,
MAKE ANY MATERIAL CHANGE IN ACCOUNTING METHODS WITH RESPECT TO TAXES, SETTLE OR
OFFER TO SETTLE ANY MATERIAL TAX CONTROVERSY OR FILE ANY AMENDED TAX RETURN;
(IV)
MAKE ANY CHANGE IN THE METHODS OF ACCOUNTING
OR ACCOUNTING PRINCIPALS APPLIED IN THE PREPARATION OF FINANCIAL STATEMENTS OF
THE OAK HILL ENTITIES, OTHER THAN A CHANGE WHICH IS REQUIRED BY REASON OF A
CONCURRENT CHANGE IN LAW OR GAAP;
(V)
AMEND ITS ORGANIZATIONAL DOCUMENTS (OTHER
THAN AS CONTEMPLATED HEREBY OR BY THE RELATED AGREEMENTS), OR CAUSE ANY FUND
DOCUMENT TO BE AMENDED OR MODIFIED IN ANY MATERIAL RESPECT;
(VI)
ISSUE, DELIVER, OR AGREE (ACTUALLY OR
CONTINGENTLY) TO ISSUE OR DELIVER (WHETHER PURSUANT TO ANY OPTION OR OTHERWISE),
OR GRANT OR MODIFY ANY OPTION, WARRANT OR OTHER RIGHT TO PURCHASE OR OTHERWISE
ACQUIRE, ANY EQUITY INTERESTS OF ANY OAK HILL ENTITY OR ANY SUBSIDIARY, AS THE
CASE MAY BE, OR ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE FOR, ANY SUCH
INTERESTS, OR ISSUE OR AGREE TO ISSUE ANY BONDS, NOTES, OR OTHER SECURITIES;
(VII)
ENTER INTO ANY PARTNERSHIP OR JOINT VENTURE
AGREEMENT OR ARRANGEMENT OR ANY OTHER AGREEMENT INVOLVING A SHARING OF REVENUE
OR PROFITS;
(VIII)
TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION THAT
WOULD REASONABLY BE EXPECTED TO CAUSE THE REPRESENTATIONS MADE IN SUBPARAGRAPHS
(H), (I), (J) OR (K) OF SECTION 3.15 TO BE UNTRUE IN ANY RESPECT AS OF THE
INITIAL CLOSING DATE;
(IX)
TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION
THAT WOULD REASONABLY BE EXPECTED TO CAUSE THE REPRESENTATION MADE IN SECTION
3.15(L) TO BE UNTRUE IN ANY RESPECT AS OF THE INITIAL CLOSING DATE BASED ON THE
SECURITIES LIST THEN IN EFFECT; OR
(X)
AGREE, WHETHER IN WRITING OR OTHERWISE, TO
DO ANY OF THE FOREGOING.
5.2
No Breach of Representations and Warranties;
Notification of Certain Matters.
Each of the parties hereto will use his or its
commercially reasonable efforts to refrain from taking any action, and each of
them will endeavor in good faith not to permit any event to occur, which (a)
would cause the conditions set forth in Articles VII and VIII not to be
satisfied, or (b) would otherwise prohibit such party from consummating the
transactions contemplated hereby or by any Related Agreement.
The parties
hereto will, in the event of, and promptly after the occurrence of, or promptly
after