SHALL HAVE OCCURRED WITH RESPECT TO ANY GUARANTOR OR
(III) THERE SHALL OCCUR ANY VIOLATION OF ANY PROVISION SET FORTH IN SECTIONS
9(B) THROUGH 9(O) OF THE GUARANTEE AGREEMENT (ANY OF THE FOREGOING EVENTS, A
"GUARANTEE DEFAULT"), THEN, WITHIN SIXTY (60) DAYS AFTER THE OCCURRENCE OF ANY
SUCH GUARANTEE DEFAULT, SELLER SHALL HAVE A REPLACEMENT PERFORMANCE GUARANTOR
ACCEPTABLE TO BUYER (A "PERFORMANCE GUARANTOR") ASSUME IN WRITING SUCH
OBLIGATIONS UNDER THE GUARANTEE AS THE AGENT DEEMS NECESSARY TO CORRECT SUCH
GUARANTEE DEFAULT.
(GG)
INTERNALIZATION OF MANAGEMENT.
SELLER SHALL NOT INTERNALIZE THE
MANAGEMENT OF PARENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE AGENT; PROVIDED,
HOWEVER, THAT SUCH CONSENT SHALL BE GRANTED BY THE AGENT SO LONG AS (1) NO
MARGIN DEFICIT, DEFAULT OR EVENT OF DEFAULT EXISTS, (2) SELLER SHALL, AT THE
TIME OF SUCH INTERNALIZATION, AND WILL CONTINUE AFTER SUCH INTERNALIZATION TO
MEET ALL COVENANTS, CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
FINANCIAL OR OTHERWISE, AS SET FORTH IN ANY OF THE REPURCHASE DOCUMENTS, AND
(3) SELLER DELIVERS TO THE AGENT A FAIRNESS OPINION, IN FORM AND SUBSTANCE
ACCEPTABLE TO THE AGENT, PROVIDED BY A NATIONALLY RECOGNIZED EXPERT IN THE
RELATED FIELD ACCEPTABLE TO THE AGENT.
(HH)
ADDITIONAL SELLERS.
SUBJECT TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT AND THE OTHER REPURCHASE DOCUMENTS, INCLUDING WITHOUT LIMITATION THE
SEPARATENESS PROVISIONS SET FORTH IN SECTION 9.01(W) OF THIS AGREEMENT, ANY
SELLER MAY FROM TIME TO TIME FORM OR ACQUIRE ADDITIONAL SUBSIDIARIES.
IN THE
EVENT THAT ANY SELLER AT ANY TIME FORMS OR ACQUIRES ANY SUCH SUBSIDIARY, SUCH
SELLER SHALL, WITHIN TEN (10) DAYS AFTER SUCH FORMATION OR ACQUISITION,
(I) NOTIFY THE AGENT IN WRITING OF SUCH FORMATION OR ACQUISITION, (II) PLEDGE IN
FAVOR OF THE AGENT FOR THE RATABLE BENEFIT OF THE BUYERS OF ALL OF THE CAPITAL
STOCK AND OTHER EQUITY AND OWNERSHIP INTERESTS HELD BY THE SELLER IN EACH SUCH
SUBSIDIARY AND SHALL TAKE ALL SUCH FURTHER ACTION AS THE AGENT SHALL DEEM
REASONABLY NECESSARY OR ADVISABLE (INCLUDING, WITHOUT LIMITATION, THE EXECUTION
OF FINANCING STATEMENTS ON FORM UCC-1 AND ANY ADDITIONAL SECURITY AGREEMENTS OR
AMENDMENTS THERETO) IN ORDER TO EFFECT AND PERFECT SUCH PLEDGE, (III) IN THE
EVENT THAT SUCH SUBSIDIARY WAS FORMED OR ACQUIRED FOR THE PURPOSE OF ACQUIRING
OR HOLDING ASSETS IN CONTEMPLATION OF THE ENTERING INTO OF TRANSACTIONS
HEREUNDER, SUCH SUBSIDIARY SHALL DELIVER TO THE AGENT A PROPERLY COMPLETED AND
DULY EXECUTED ADDITIONAL SELLER JOINDER AGREEMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT N HERETO, PURSUANT TO WHICH SUCH ADDITIONAL SUBSIDIARY SHALL BECOME A
SELLER UNDER THIS AGREEMENT AND (IV) THE ADDITION OF SUCH SUBSIDIARY SHALL BE
INDICATED ON THE FIRST ORGANIZATIONAL CHART DELIVERED TO THE AGENT PURSUANT TO
SECTION 9.01(B)(II) AFTER SUCH FORMATION OR ACQUISITION.
69
(II)
INDEPENDENCE OF COVENANTS.
ALL COVENANTS
HEREUNDER SHALL BE GIVEN INDEPENDENT EFFECT SO THAT IF A PARTICULAR ACTION OR
CONDITION IS NOT PERMITTED BY ANY OF SUCH COVENANTS, THE FACT THAT IT WOULD BE
PERMITTED BY AN EXCEPTION TO, OR BE OTHERWISE WITHIN THE LIMITATIONS OF, ANOTHER
COVENANT SHALL NOT AVOID THE OCCURRENCE