HEREIN, IN THE
EVENT THAT THE COMPANY BELIEVES THAT A NOTICE OR COMMUNICATION TO ANY BUYER OR
INVESTOR (AS DEFINED IN SECTION 4(J)) CONTAINS MATERIAL, NONPUBLIC INFORMATION
RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR FOREIGN SUBSIDIARIES, THE
COMPANY SO SHALL INDICATE TO THE SUCH BUYER OR INVESTOR CONTEMPORANEOUSLY WITH
DELIVERY OF SUCH NOTICE OR COMMUNICATION, AND SUCH INDICATION SHALL PROVIDE SUCH
BUYER OR INVESTOR THE MEANS TO REFUSE TO RECEIVE SUCH NOTICE OR COMMUNICATION
OTHER THAN NOTICES REQUIRED UNDER THE TRANSACTION DOCUMENTS WHICH MAY CONSTITUTE
MATERIAL NON-PUBLIC INFORMATION; AND IN THE ABSENCE OF ANY SUCH INDICATION, THE
HOLDERS OF THE SECURITIES SHALL BE ALLOWED TO PRESUME THAT ALL MATTERS RELATING
TO SUCH NOTICE OR COMMUNICATION DO NOT CONSTITUTE MATERIAL, NONPUBLIC
INFORMATION RELATING TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR FOREIGN
SUBSIDIARIES.
J.
PLEDGE OF SECURITIES.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT THE SECURITIES OF A BUYER MAY BE PLEDGED BY SUCH
BUYER OR ITS TRANSFEREES (EACH, INCLUDING EACH BUYER, AN "INVESTOR") IN
CONNECTION WITH A BONA FIDE MARGIN AGREEMENT OR OTHER LOAN SECURED BY THE
SECURITIES.
THE PLEDGE OF SECURITIES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE
OR ASSIGNMENT OF THE SECURITIES HEREUNDER, AND NO INVESTOR EFFECTING ANY SUCH
PLEDGE OF SECURITIES SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH ANY NOTICE
THEREOF OR OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT.
THE COMPANY HEREBY AGREES TO EXECUTE AND
DELIVER SUCH DOCUMENTATION AS A PLEDGEE OF THE SECURITIES MAY REASONABLY REQUEST
IN CONNECTION WITH A PLEDGE OF THE SECURITIES TO SUCH PLEDGEE BY AN INVESTOR.
K.
NOTICES.
FROM THE DATE OF THIS
AGREEMENT UNTIL THE FIRST DATE FOLLOWING THE CLOSING DATE ON WHICH NO NOTES ARE
OUTSTANDING AND THE SECURITY AGREEMENT HAS TERMINATED, THE COMPANY SHALL AND
SHALL CAUSE EACH OF ITS SUBSIDIARIES AND FOREIGN SUBSIDIARIES TO NOTIFY THE
COLLATERAL AGENT IN WRITING (A) AT LEAST 30 DAYS IN ADVANCE OF ANY CHANGE IN
SUCH PERSON'S LEGAL NAME AND (B) WITHIN 10 DAYS OF THE CHANGE OF THE USE OF ANY
TRADE NAME, ASSUMED NAME, FICTITIOUS NAME OR DIVISION NAME NOT PREVIOUSLY
DISCLOSED TO THE COLLATERAL AGENT IN WRITING.
ALL OF THE FOREGOING NOTICES ALSO
SHALL BE PROVIDED BY THE COMPANY OR THE APPLICABLE SUBSIDIARY OR FOREIGN
SUBSIDIARY TO EACH BUYER IN WRITING.
L.
COMPLIANCE WITH LAWS AND MAINTENANCE
OF PERMITS.
DURING THE REPORTING PERIOD, THE COMPANY SHALL, AND SHALL CAUSE
EACH OF ITS SUBSIDIARIES AND FOREIGN SUBSIDIARIES, AS APPLICABLE, TO, MAINTAIN
ALL GOVERNMENTAL CONSENTS, FRANCHISES, CERTIFICATES, LICENSES, AUTHORIZATIONS,
APPROVALS AND PERMITS, THE LACK OF WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT, AND THE COMPANY AND EACH OF ITS SUBSIDIARIES AND
FOREIGN SUBSIDIARIES, AS APPLICABLE, SHALL REMAIN IN COMPLIANCE WITH ALL LAWS
(INCLUDING ENVIRONMENTAL LAWS AND LAWS RELATING TO HEALTHCARE, HIPAA, TAXES,
EMPLOYER AND EMPLOYEE CONTRIBUTIONS AND SIMILAR ITEMS, SECURITIES, ERISA OR
EMPLOYEE HEALTH AND SAFETY AND ALL APPLICABLE U.S. FOOD AND
23
DRUG ADMINISTRATION ("FDA") RULES, REGULATIONS AND REQUIREMENTS