PROCEEDS OR THE PLACEMENT OF ANY GREENSHOE PROCEEDS INTO AN ESCROW
ACCOUNT (AND THE RELEASE FROM SUCH ESCROW) FOR THE BENEFIT OF THE SELLER PARTIES
TO THE LEXICO AGREEMENT, PROVIDED, THAT ANY GREENSHOE PROCEEDS SO PLACED INTO
ESCROW (AND THEREAFTER RELEASED) REDUCE THE LEXICO INDEBTEDNESS ON A DOLLAR FOR
DOLLAR BASIS](8).
(E)
RESTRICTION ON REDEMPTION AND CASH DIVIDENDS.
UNTIL ALL OF THE
NOTES HAVE BEEN CONVERTED, REDEEMED OR OTHERWISE SATISFIED IN ACCORDANCE WITH
THEIR TERMS, THE COMPANY SHALL NOT, DIRECTLY OR INDIRECTLY, REDEEM, REPURCHASE
OR DECLARE OR PAY ANY CASH DIVIDEND OR DISTRIBUTION ON ITS CAPITAL STOCK WITHOUT
THE PRIOR EXPRESS WRITTEN CONSENT OF THE REQUIRED HOLDERS.
(F)
TRANSACTIONS WITH AFFILIATES.
THE COMPANY SHALL NOT, NOR SHALL
IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENTER INTO, RENEW, EXTEND OR BE A PARTY
TO, ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS (INCLUDING, WITHOUT
LIMITATION, THE PURCHASE, SALE, LEASE, TRANSFER OR EXCHANGE OF PROPERTY OR
ASSETS OF ANY KIND OR THE RENDERING OF SERVICES OF ANY KIND) WITH ANY AFFILIATE,
EXCEPT IN THE ORDINARY COURSE OF BUSINESS IN A MANNER AND TO AN EXTENT
CONSISTENT WITH PAST PRACTICE AND NECESSARY OR DESIRABLE FOR THE PRUDENT
OPERATION OF ITS BUSINESS, FOR FAIR CONSIDERATION AND ON TERMS NO LESS FAVORABLE
TO IT OR ITS SUBSIDIARIES THAN WOULD BE OBTAINABLE IN A COMPARABLE ARM'S LENGTH
TRANSACTION WITH A PERSON THAT IS NOT AN AFFILIATE THEREOF.
(G)
CHANGE IN NATURE OF BUSINESS.
THE COMPANY SHALL NOT MAKE, OR
PERMIT ANY OF ITS SUBSIDIARIES TO MAKE, ANY CHANGE IN THE NATURE OF ITS BUSINESS
AS DESCRIBED IN THE COMPANY'S MOST RECENT ANNUAL REPORT FILED ON FORM 10-K WITH
THE SEC.
THE COMPANY SHALL NOT MODIFY ITS CORPORATE STRUCTURE OR PURPOSE.
(H)
PRESERVATION OF EXISTENCE, ETC.
THE COMPANY SHALL MAINTAIN AND
PRESERVE, AND CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN AND PRESERVE, ITS
EXISTENCE, RIGHTS AND PRIVILEGES, AND BECOME OR REMAIN, AND CAUSE EACH OF ITS
SUBSIDIARIES TO BECOME OR REMAIN, DULY QUALIFIED AND IN GOOD STANDING IN EACH
JURISDICTION IN WHICH THE CHARACTER OF THE PROPERTIES OWNED OR LEASED BY IT OR
IN WHICH THE TRANSACTION OF ITS BUSINESS MAKES SUCH QUALIFICATION NECESSARY.
(I)
MAINTENANCE OF PROPERTIES, ETC.
THE COMPANY SHALL MAINTAIN AND
PRESERVE, AND CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN AND PRESERVE, ALL OF
ITS PROPERTIES WHICH ARE NECESSARY OR USEFUL IN THE PROPER CONDUCT OF ITS
BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED,
AND COMPLY, AND CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, AT ALL TIMES WITH THE
PROVISIONS OF ALL LEASES TO WHICH IT IS A PARTY AS LESSEE OR UNDER WHICH IT
OCCUPIES PROPERTY, SO AS TO PREVENT ANY LOSS OR FORFEITURE THEREOF OR
THEREUNDER.
(15)
PARTICIPATION.
THE HOLDER, AS THE HOLDER OF THIS NOTE, SHALL BE
ENTITLED TO RECEIVE SUCH DIVIDENDS PAID AND DISTRIBUTIONS MADE TO THE HOLDERS OF
COMMON STOCK TO THE SAME EXTENT AS IF THE HOLDER HAD CONVERTED THIS NOTE INTO
COMMON STOCK (WITHOUT REGARD TO ANY LIMITATIONS ON CONVERSION HEREIN OR
ELSEWHERE)