FULL AND CORRECT ENTRIES SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND
THE ASSETS AND BUSINESS OF THE COMPANY AND EACH OF ITS SUBSIDIARIES IN
ACCORDANCE WITH GAAP TO THE COMPANY AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
8.10
BOARD NOMINEES; MANAGEMENT RIGHTS.
THE COMPANY
SHALL GIVE, AND CAUSE EACH OF THE OTHER GROUP MEMBERS TO GIVE, WMF NOTICE OF (IN
THE SAME MANNER AS NOTICE IS GIVEN TO DIRECTORS), AND PERMIT ONE PERSON
DESIGNATED BY WMF TO ATTEND AS OBSERVER AT, ALL MEETINGS OF THE COMPANY'S AND
EACH OTHER GROUP MEMBER'S BOARD OF DIRECTORS AND SHALL PROVIDE TO WMF THE SAME
INFORMATION CONCERNING THE COMPANY OR OTHER GROUP MEMBERS, AND ACCESS THERETO,
PROVIDED TO DIRECTORS OF THE RELEVANT GROUP MEMBER.
THE REASONABLE TRAVEL
EXPENSES INCURRED BY ANY SUCH DESIGNEE OF WMF IN ATTENDING ANY BOARD MEETINGS
SHALL BE REIMBURSED BY THE COMPANY.
8.11
USE OF PROCEEDS.
THE COMPANY SHALL DEPOSIT THE
PROCEEDS OF THE SALE OF THE NOTE HEREUNDER IN A DEPOSIT ACCOUNT IN THE NAME OF
U.S. BANK, NATIONAL ASSOCIATION, AS COLLATERAL AGENT FOR THE PURCHASER, TO BE
PLEDGED TO SUCH COLLATERAL AGENT (FOR THE BENEFIT OF THE PURCHASERS) PURSUANT TO
THE CASH COLLATERAL PLEDGE AGREEMENT.
SUCH PROCEEDS MAY BE WITHDRAWN AND USED
ONLY AS PROVIDED IN THE CASH COLLATERAL PLEDGE AGREEMENT.
8.12
RELEASE DATE; LIQUIDATION OF NON-GROUP MEMBERS.
(A)
ON OR PRIOR TO THE FIRST RELEASE DATE, THE COMPANY SHALL (I)
CAUSE ALL CAPITAL STOCK OF WC HOLDINGS AND ITS SUBSIDIARIES NOT HELD BY THE
COMPANY OR GROUP MEMBERS
41
ON THE CLOSING DATE TO BE EXCHANGED FOR CAPITAL STOCK OF THE COMPANY SO THAT
EACH SUCH GROUP MEMBER BECOMES WHOLLY-OWNED, AND (II) CAUSE EACH OF THE OTHER
GROUP MEMBERS TO EXECUTE AND DELIVER A GUARANTY AND DELIVER TO THE PURCHASERS
SUCH LEGAL OPINIONS AND OTHER DOCUMENTS AS THE PURCHASERS MAY REASONABLY REQUEST
CONSISTENT WITH THE TERMS HEREOF RELATING TO SUBSIDIARY GUARANTORS GENERALLY.
IN CONNECTION WITH SUCH GUARANTIES BEING PROVIDED BY GROUP MEMBERS, PURCHASER
SHALL ENTER INTO INTERCREDITOR AGREEMENTS WITH THE ADMINISTRATIVE AGENTS UNDER
THE SENIOR LOAN AGREEMENTS TO WHICH SUCH GROUP MEMBERS ARE A PARTY, WHICH
INTERCREDITOR AGREEMENTS SHALL BE IN A FORM ACCEPTABLE TO EACH OF THE PURCHASERS
IN THEIR SOLE DISCRETION.
(B)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO SELL
OR LIQUIDATE ALL MEMBERS OF P.D. HOLDINGS GROUP AND CONCLUDE THE BANKRUPTCY
PROCEEDING, IN EACH CASE AS SOON AS REASONABLY PRACTICABLE AFTER THE CLOSING
DATE, AND TO CAUSE ALL REMAINING NET ASSETS OF P.D. HOLDINGS GROUP TO BE
DISTRIBUTED TO THE COMPANY (SUBJECT IN EACH CASE TO THE BANKRUPTCY PROCEEDING
AND THE RULES, REGULATIONS AND ORDERS OF THE BANKRUPTCY COURT).
8.13
MINIMUM CASH BALANCE.
THE COMPANY SHALL MAINTAIN AT
ALL TIMES PRIOR TO THE FIRST RELEASE DATE A MINIMUM AMOUNT OF CASH AND CASH
EQUIVALENTS OF $750,000.
ARTICLE 9
NEGATIVE COVENANTS
Until the payment by the Company of all principal of and interest on the Note
and all other amounts due at the time of payment of such principal and interest
to