EACH OF ITS
SUBSIDIARIES SHALL MAINTAIN IN FULL FORCE AND EFFECT ITS EXISTENCE, RIGHTS AND
FRANCHISES AND ALL LICENSES AND OTHER RIGHTS TO USE INTELLECTUAL PROPERTY OWNED
OR POSSESSED BY IT AND REASONABLY DEEMED TO BE NECESSARY TO THE CONDUCT OF ITS
BUSINESS.
7.10
PROPERTIES.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES WILL
KEEP ITS PROPERTIES IN GOOD REPAIR, WORKING ORDER AND CONDITION, REASONABLE WEAR
AND TEAR EXCEPTED, AND FROM TIME TO TIME MAKE ALL NEEDFUL AND PROPER REPAIRS,
RENEWALS, REPLACEMENTS, ADDITIONS AND IMPROVEMENTS THERETO; AND EACH OF THE
COMPANY AND EACH OF ITS SUBSIDIARIES WILL AT ALL TIMES COMPLY WITH EACH
PROVISION OF ALL LEASES TO WHICH IT IS A PARTY OR UNDER WHICH IT OCCUPIES
PROPERTY IF THE BREACH OF SUCH PROVISION COULD, EITHER INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
7.11
CONFIDENTIALITY.
THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, DISCLOSE, AND WILL NOT INCLUDE IN ANY PUBLIC ANNOUNCEMENT,
THE NAME OF THE PURCHASER, UNLESS EXPRESSLY AGREED TO BY THE PURCHASER OR UNLESS
AND UNTIL SUCH DISCLOSURE IS REQUIRED BY LAW OR APPLICABLE REGULATION, AND THEN
ONLY TO THE EXTENT OF SUCH REQUIREMENT.
NOTWITHSTANDING THE FOREGOING, THE
COMPANY MAY DISCLOSE THE PURCHASER'S IDENTITY AND THE TERMS OF THIS AGREEMENT
AND THE RELATED AGREEMENTS TO ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY
FINANCING SOURCES.
THE PURCHASER SHALL BE PERMITTED TO DISCUSS, DISTRIBUTE OR
OTHERWISE TRANSFER ANY NON-PUBLIC INFORMATION OF THE COMPANY AND ITS
SUBSIDIARIES IN THE PURCHASER'S POSSESSION NOW OR IN THE FUTURE TO POTENTIAL OR
ACTUAL (I) DIRECT OR INDIRECT INVESTORS IN THE PURCHASER AND (II) THIRD PARTY
ASSIGNEES OR TRANSFEREES OF ALL OR A PORTION OF THE OBLIGATIONS OF THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES HEREUNDER AND UNDER THE RELATED AGREEMENT, TO THE
EXTENT THAT SUCH INVESTOR OR ASSIGNEE OR TRANSFEREE ENTERS INTO A
CONFIDENTIALITY AGREEMENT FOR THE BENEFIT OF THE COMPANY IN SUCH FORM AS MAY BE
NECESSARY TO ADDRESSES THE COMPANY'S REGULATION FD REQUIREMENTS.
7.12
REQUIRED APPROVALS.
(I) FOR SO LONG AS TWENTY FIVE PERCENT (25%)
OF THE AGGREGATE PRINCIPAL AMOUNT OF THE NOTE IS OUTSTANDING, THE COMPANY,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASER, SHALL NOT, AND SHALL NOT
PERMIT ANY OF ITS SUBSIDIARIES TO:
(A)
(I) DIRECTLY OR INDIRECTLY DECLARE OR PAY ANY DIVIDENDS, OTHER
THAN DIVIDENDS PAID TO THE COMPANY OR ANY OF ITS WHOLLY-OWNED SUBSIDIARIES,
(II) ISSUE ANY PREFERRED
20
STOCK THAT IS MANDITORILY REDEEMABLE PRIOR TO THE ONE YEAR ANNIVERSARY OF THE
MATURITY DATE (AS DEFINED IN THE NOTE) OR (III) REDEEM ANY OF ITS PREFERRED
STOCK OR OTHER EQUITY INTERESTS;
(B)
LIQUIDATE, DISSOLVE OR EFFECT A MATERIAL REORGANIZATION (IT BEING
UNDERSTOOD THAT IN NO EVENT SHALL THE COMPANY OR ANY OF ITS SUBSIDIARIES
DISSOLVE, LIQUIDATE OR MERGE WITH ANY OTHER PERSON OR ENTITY (UNLESS, IN THE
CASE OF SUCH A MERGER, THE COMPANY OR, IN THE CASE OF MERGER NOT INVOLVING THE
COMPANY, SUCH SUBSIDIARY, AS APPLICABLE, IS THE SURVIVING ENTITY);