THE PURCHASER OR ENFORCEMENT AGAINST IT OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
ARTICLE VII.
COVENANTS
Until the payment by the Company in full of the Obligations, the Company hereby
covenants and agrees with the Holders as follows:
SECTION 7.1
FINANCIAL STATEMENTS.
THE COMPANY WILL USE COMMERCIALLY
REASONABLE BEST EFFORTS TO TIMELY FILE EACH PERIOD REPORT REQUIRED PURSUANT TO
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES PROMULGATED
THEREUNDER (THE
12
"EXCHANGE ACT").
EACH SUCH FILING SHALL COMPLY IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE EXCHANGE ACT.
SECTION 7.2
BUSINESS AND FINANCIAL INFORMATION.
THE COMPANY WILL
DELIVER TO THE HOLDERS, UPON A RESPONSIBLE OFFICER OF THE COMPANY OBTAINING
KNOWLEDGE THEREOF, WRITTEN NOTICE OF ANY OF THE FOLLOWING:
(A)
NOTICE OF DEFAULTS.
PROMPTLY, AND IN ANY EVENT WITHIN TWO (2)
BUSINESS DAYS AFTER BECOMING AWARE OF THE OCCURRENCE OF A DEFAULT OR EVENT OF
DEFAULT, A CERTIFICATE OF A RESPONSIBLE OFFICER SPECIFYING THE NATURE THEREOF
AND THE COMPANY'S PROPOSED RESPONSE THERETO, EACH IN REASONABLE DETAIL.
(B)
PROCEEDINGS OR CHANGES.
PROMPTLY, AND IN ANY EVENT WITHIN TWO (2)
BUSINESS DAYS AFTER (I) BECOMING AWARE OF THE FILING OR COMMENCEMENT OF ANY
ACTION, SUIT, INVESTIGATION OR PROCEEDING AGAINST OR AFFECTING THE COMPANY OR
ANY OF ITS SUBSIDIARIES, INCLUDING ANY SUCH INVESTIGATION OR PROCEEDING BY ANY
GOVERNMENTAL ENTITY (OTHER THAN ROUTINE PERIODIC INQUIRIES, INVESTIGATIONS OR
REVIEWS), THAT WOULD, IF ADVERSELY DETERMINED, BE REASONABLY LIKELY,
INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A MATERIAL ADVERSE EFFECT OR (II) THE
RECEIPT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES FROM ANY GOVERNMENTAL ENTITY
OF (A) ANY NOTICE ASSERTING ANY FAILURE BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO BE IN COMPLIANCE WITH APPLICABLE LAW OR THAT THREATENS THE
TAKING OF ANY ACTION AGAINST THE COMPANY OR ANY OF ITS SUBSIDIARIES OR SETS
FORTH CIRCUMSTANCES THAT, IF TAKEN OR ADVERSELY DETERMINED, WOULD BE REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, OR (B) ANY NOTICE OF ANY ACTUAL OR
THREATENED SUSPENSION, LIMITATION OR REVOCATION OF, FAILURE TO RENEW, OR
IMPOSITION OF ANY RESTRAINING ORDER, ESCROW OR IMPOUNDMENT OF FUNDS IN
CONNECTION WITH, ANY LICENSE, PERMIT, ACCREDITATION OR AUTHORIZATION OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, WHERE SUCH ACTION WOULD BE REASONABLY LIKELY
TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 7.3
CORPORATE EXISTENCE; FRANCHISES; MAINTENANCE OF PROPERTIES.
THE COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (I) MAINTAIN AND
PRESERVE IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE, (II) OBTAIN, MAINTAIN AND
PRESERVE IN FULL FORCE AND EFFECT ALL OTHER RIGHTS, FRANCHISES, LICENSES,
PERMITS, CERTIFICATIONS, APPROVALS AND AUTHORIZATIONS REQUIRED BY GOVERNMENTAL
ENTITIES AND NECESSARY TO THE OWNERSHIP, OCCUPATION OR USE OF ITS PROPERTIES OR
THE CONDUCT OF ITS BUSINESS, EXCEPT TO THE EXTENT THE FAILURE TO DO SO WOULD NOT
BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, AND (III) KEEP ALL
MATERIAL PROPERTIES IN GOOD WORKING ORDER AND CONDITION (NORMAL WEAR AND TEAR
EXCEPTED) AND FROM TIME TO TIME MAKE ALL NECESSARY REPAIRS TO AND