A QUALIFIED
PLAN THAT IS SUBJECT TO TITLE IV OF ERISA OR SECTION 412 OF THE CODE, IF SUCH
AMENDMENT RESULTS IN A MATERIAL INCREASE IN BENEFITS OR UNFUNDED LIABILITIES; OR
(IV)
THE COMMENCEMENT OF CONTRIBUTIONS BY ANY
MEMBER OF THE CONTROLLED GROUP TO ANY MULTIEMPLOYER PLAN OR ANY QUALIFIED PLAN
THAT IS SUBJECT TO TITLE IV OF ERISA OR SECTION 412 OF THE CODE;
(G)
ANY MATERIAL ADVERSE EFFECT SUBSEQUENT TO
THE DATE OF THE MOST RECENT AUDITED FINANCIAL STATEMENTS OF THE BORROWER AND ITS
SUBSIDIARIES DELIVERED TO THE AGENT AND LENDERS PURSUANT TO THIS AGREEMENT;
(H)
ANY MATERIAL CHANGE IN ACCOUNTING POLICIES
OR FINANCIAL REPORTING PRACTICES BY THE BORROWER OR ANY OF ITS SUBSIDIARIES;
(I)
ANY LABOR CONTROVERSY RESULTING IN OR
THREATENING TO RESULT IN ANY STRIKE, WORK STOPPAGE, BOYCOTT, SHUTDOWN OR OTHER
LABOR DISRUPTION AGAINST OR INVOLVING THE BORROWER OR ANY OF ITS SUBSIDIARIES IF
THE SAME WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, A MATERIAL ADVERSE EFFECT;
(J)
THE CREATION, ESTABLISHMENT OR
ACQUISITION OF ANY SUBSIDIARY OR THE ISSUANCE BY THE BORROWER OF ANY CAPITAL
STOCK, WARRANT OR SIMILAR AGREEMENT IN RESPECT THEREOF;
(K)
THE OCCURRENCE OF A DEFAULT, AN EVENT OF
DEFAULT OR A "CHANGE OF CONTROL" UNDER ANY OF THE HIGH YIELD UNSECURED
DOCUMENTS; AND
(L)
PROMPTLY FROM TIME TO TIME, COPIES OF
ANY NOTICES OR OTHER DELIVERIES FROM TIME TO TIME MADE OR RECEIVED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES UNDER OR PURSUANT TO THE RELATED AGREEMENTS,
INCLUDING, WITHOUT LIMITATION, ANY WORKING CAPITAL OR OTHER PURCHASE PRICE
ADJUSTMENTS, AND ANY INDEMNIFICATION CLAIMS AND DISBURSEMENTS OF ESCROWED FUNDS
UNDER ANY RELATED AGREEMENT;
Each notice pursuant to this Section shall be accompanied by a written statement
by a Responsible Officer of the Borrower, setting forth reasonable details of
the occurrence referred to therein, and stating what action the Borrower
proposes to take with respect thereto and at what time.
Each notice under
subsection 4.3(a) shall describe with reasonable particularity any and all
clauses or provisions of this Agreement or other Loan Document that have been
breached or violated.
4.4
PRESERVATION OF CORPORATE EXISTENCE, ETC.
THE BORROWER SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO:
(A)
PRESERVE AND MAINTAIN IN FULL FORCE AND
EFFECT ITS ORGANIZATIONAL EXISTENCE AND GOOD STANDING UNDER THE LAWS OF ITS
STATE OR JURISDICTION OF INCORPORATION, ORGANIZATION OR FORMATION, AS
APPLICABLE, EXCEPT IN CONNECTION WITH ANY TRANSACTION PERMITTED BY SECTION 5.3;
(B)
PRESERVE AND MAINTAIN IN FULL FORCE AND
EFFECT ALL RIGHTS, PRIVILEGES, QUALIFICATIONS, PERMITS, LICENSES AND FRANCHISES
NECESSARY IN THE NORMAL CONDUCT OF ITS BUSINESS EXCEPT IN
31
CONNECTION WITH TRANSACTIONS PERMITTED BY SECTION 5.3 AND SALES OF ASSETS
PERMITTED BY SECTION 5.2 AND EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT;
(C)
USE ITS REASONABLE EFFORTS, IN THE ORDINARY
COURSE OF BUSINESS, TO PRESERVE ITS BUSINESS ORGANIZATION AND PRESERVE THE
GOODWILL AND BUSINESS OF THE CUSTOMERS, SUPPLIERS AND OTHERS HAVING