INDIRECTLY, OWNS
TWENTY PERCENT (20%) OR MORE OF THE OUTSTANDING CAPITAL STOCK, EQUITY OR SIMILAR
INTERESTS OR VOTING POWER OF SUCH ENTITY AS OF THE DATE OF THE EXECUTION OF THIS
INITIAL NOTE OR AT ANY TIME THEREAFTER.
"TAXES" MEANS ANY FEDERAL, STATE, PROVINCIAL, COUNTY, LOCAL, FOREIGN AND OTHER
TAXES (INCLUDING, WITHOUT LIMITATION, INCOME, PROFITS, WINDFALL PROFITS,
ALTERNATIVE, MINIMUM, ACCUMULATED EARNINGS, PERSONAL HOLDING COMPANY, CAPITAL
STOCK, PREMIUM, ESTIMATED, EXCISE, SALES, USE, OCCUPANCY, GROSS RECEIPTS,
FRANCHISE, AD VALOREM, SEVERANCE, CAPITAL LEVY, PRODUCTION, TRANSFER,
WITHHOLDING, EMPLOYMENT, UNEMPLOYMENT COMPENSATION, PAYROLL AND PROPERTY TAXES,
IMPORT DUTIES AND OTHER GOVERNMENTAL CHARGES AND ASSESSMENTS), WHETHER OR NOT
MEASURED IN WHOLE OR IN PART BY NET INCOME, AND INCLUDING DEFICIENCIES,
INTEREST, ADDITIONS TO TAX OR INTEREST, AND PENALTIES WITH RESPECT THERETO.
3.
COVENANTS.
FHVI Form Senior Secured Promissory Note v.F2
(A)
CORPORATE EXISTENCE.
FROM THE ISSUANCE DATE AND FOR SO LONG AS THE
INITIAL NOTES IS OUTSTANDING, THE COMPANY SHALL, AND SHALL CAUSE EACH OF ITS
SUBSIDIARIES TO (I) CONDUCT ITS OPERATIONS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE, (II) MAINTAIN ITS CORPORATE EXISTENCE AND
(III) MAINTAIN AND PROTECT ALL MATERIAL INTELLECTUAL PROPERTY USED IN THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES.
(B)
MERGERS, CONSOLIDATIONS, ACQUISITIONS.
IN ADDITION TO THE OTHER
RIGHTS THE HOLDER HAS HEREUNDER, FROM THE ISSUANCE DATE AND FOR SO LONG AS THE
INITIAL NOTE IS OUTSTANDING, THE COMPANY SHALL NOT SELL ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE COMPANY (INCLUDING, FOR THE AVOIDANCE OF ANY DOUBT, ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY'S SUBSIDIARIES IN THE AGGREGATE),
EXCEPT IN THE EVENT OF THE ORGANIC CHANGE WHERE (X) THE ACQUIRING ENTITY
(A) ASSUMES THE COMPANY'S OBLIGATIONS HEREUNDER AND UNDER THE AGREEMENTS AND
INSTRUMENTS ENTERED INTO IN CONNECTION HEREWITH AND (B) IS A PUBLICLY TRADED
CORPORATION WHOSE COMMON STOCK IS QUOTED ON THE OTCBB OR LISTED FOR TRADING ON
THE NEW YORK STOCK EXCHANGE OR THE NASDAQ MARKET OR ANOTHER NATIONALLY
RECOGNIZED STOCK EXCHANGE, AND (Y) IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING EFFECT TO SUCH TRANSACTION, NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING.
(C)
COMPLIANCE WITH LAWS.
FROM THE ISSUANCE DATE AND FOR SO LONG AS THE
INITIAL NOTE IS OUTSTANDING, THE COMPANY WILL COMPLY, AND CAUSE EACH SUBSIDIARY
TO COMPLY, IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS, ORDINANCES, RULES,
REGULATIONS AND REQUIREMENTS OF GOVERNMENTAL AUTHORITIES EXCEPT WHERE THE
NECESSITY OF COMPLIANCE THEREWITH IS CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS DILIGENTLY CONDUCTED.
(D)
PAYMENT OF TAXES.
FROM THE ISSUANCE DATE AND FOR SO LONG AS THE
INITIAL NOTE IS OUTSTANDING, THE COMPANY WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, PAY AND DISCHARGE, BEFORE THE SAME SHALL BECOME DELINQUENT, ALL
INCOME AND ALL OTHER MATERIAL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES
OR LEVIES, IMPOSED UPON THEM OR ANY OF THEIR PROPERTIES OR ASSETS OR IN RESPECT
OF THEIR BUSINESSES OR INCOMES EXCEPT FOR THOSE BEING CONTESTED IN GOOD FAITH BY
PROPER PROCEEDINGS DILIGENTLY CONDUCTED AND AGAINST WHICH ADEQUATE RESERVES,