THE COMPANY).
SECTION 5.15.
CHANGE IN THE NATURE OF BUSINESS.
THE COMPANY SHALL NOT, NOR
SHALL IT PERMIT ANY OF ITS SUBSIDIARIES TO, ENGAGE IN ANY BUSINESS OR ACTIVITY
OTHER THAN THE GENERAL NATURE OF THE BUSINESS ENGAGED IN BY IT AS OF THE CLOSING
DATE OR DISCONTINUE ITS ENGAGEMENT IN ANY BUSINESS OR ACTIVITY ENGAGED IN BY IT
AS OF THE CLOSING DATE.
SECTION 5.16.
COMPLIANCE WITH SECURITY AND PLEDGE AGREEMENT.
THE COMPANY
SHALL COMPLY AT ALL TIMES WITH ALL OF THE TERMS AND CONDITIONS OF THE SECURITY
AND PLEDGE AGREEMENT.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01.
EXPENSES.
EACH PARTY HERETO WILL PAY ITS OWN EXPENSES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER OR NOT SUCH
TRANSACTIONS SHALL BE CONSUMMATED; PROVIDED, HOWEVER, THAT THE COMPANY SHALL PAY
THE REASONABLE FEES AND DISBURSEMENTS OF EACH OF THE PURCHASERS' SPECIAL
COUNSEL, [
], IN CONNECTION WITH SUCH TRANSACTIONS, UPON
DELIVERY OF A REASONABLY ITEMIZED INVOICE SETTING FORTH THE SERVICES PERFORMED
BY SUCH SPECIAL COUNSEL IN CONNECTION WITH SUCH TRANSACTIONS.
16
SECTION 6.02.
SURVIVAL OF AGREEMENTS.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT, THE SECURITY AND PLEDGE
AGREEMENT OR ANY CERTIFICATE OR INSTRUMENT DELIVERED TO THE PURCHASERS PURSUANT
TO OR IN CONNECTION WITH THIS AGREEMENT OR THE SECURITY AND PLEDGE AGREEMENT
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE SECURITY AND
PLEDGE AGREEMENT, THE ISSUANCE, SALE AND DELIVERY OF THE NOTES AND WARRANTS, AND
THE ISSUANCE AND DELIVERY OF THE WARRANT SHARES, AND WITH RESPECT TO THE NOTES,
UNTIL THE REPAYMENT OF THE NOTES IN FULL AND, WITH RESPECT TO THE WARRANTS,
UNTIL THE EXERCISE OF THE WARRANTS IN FULL.
SECTION 6.03.
BROKERAGE.
EACH PARTY HERETO WILL INDEMNIFY AND HOLD HARMLESS
THE OTHERS AGAINST AND IN RESPECT OF ANY CLAIM FOR BROKERAGE OR OTHER
COMMISSIONS RELATIVE TO THIS AGREEMENT OR TO THE TRANSACTIONS CONTEMPLATED
HEREBY, BASED IN ANY WAY ON AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS MADE OR
CLAIMED TO HAVE BEEN MADE BY SUCH PARTY WITH ANY THIRD PARTY.
SECTION 6.04.
PARTIES IN INTEREST.
ALL REPRESENTATIONS, COVENANTS AND
AGREEMENTS CONTAINED IN THIS AGREEMENT BY OR ON BEHALF OF ANY OF THE PARTIES
HERETO SHALL BIND AND INURE TO THE BENEFIT OF THE RESPECTIVE SUCCESSORS AND
ASSIGNS OF THE PARTIES HERETO WHETHER SO EXPRESSED OR NOT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, ALL REPRESENTATIONS, COVENANTS AND AGREEMENTS
BENEFITING THE PURCHASERS SHALL INURE TO THE BENEFIT OF ANY AND ALL SUBSEQUENT
HOLDERS FROM TIME TO TIME OF NOTES, WARRANTS OR WARRANT SHARES.
SECTION 6.05.
NOTICES.
ALL NOTICES, REQUESTS, CONSENTS AND OTHER
COMMUNICATIONS HEREUNDER SHALL BE IN WRITING AND SHALL BE DELIVERED IN PERSON,
MAILED BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, OR SENT BY
TELECOPIER OR RECOGNIZED OVERNIGHT COURIER SERVICE, ADDRESSED AS FOLLOWS:
(A)
IF TO THE COMPANY, AT 19700 FAIRCHILD ROAD, SUITE 230, IRVINE,
CALIFORNIA 92612, FAX: (949) 955-0086, ATTENTION: CHIEF FINANCIAL OFFICER, WITH
A COPY TO [
]; AND
(B)
IF TO ANY PURCHASER, AT THE ADDRESS OF SUCH PURCHASER SET FORTH IN
SCHEDULE