TO BE CONDUCTED, AND SHALL NOT DO ANY ACT OR OMIT TO DO ANY
ACT WHEREBY ANY OF SUCH INTELLECTUAL PROPERTY MAY LAPSE, OR BECOME ABANDONED,
DEDICATED TO THE PUBLIC, OR UNENFORCEABLE, OR THE LIEN THEREIN IN FAVOR OF THE
AGENT, FOR THE RATABLE BENEFIT OF THE CREDITOR PARTIES, WOULD BE ADVERSELY
AFFECTED,
THE COMPANY SHALL REPORT TO THE AGENT (I) THE FILING BY THE COMPANY OR ANY OF
ITS SUBSIDIARIES OF ANY APPLICATION TO REGISTER A COPYRIGHT NO LATER THAN TEN
(10) DAYS AFTER SUCH FILING OCCURS (II) THE FILING OF ANY APPLICATION TO
REGISTER ANY OTHER INTELLECTUAL PROPERTY WITH ANY OTHER INTELLECTUAL PROPERTY
REGISTRY, AND THE ISSUANCE THEREOF, NO LATER THAN THIRTY (30) DAYS AFTER SUCH
FILING OR ISSUANCE OCCURS AND, IN EACH CASE, SHALL, SIMULTANEOUSLY WITH SUCH
REPORT, DELIVER TO THE AGENT FULLY-EXECUTED DOCUMENTS REQUIRED TO ACKNOWLEDGE,
CONFIRM, REGISTER, RECORD OR PERFECT THE LIEN IN SUCH INTELLECTUAL PROPERTY.
THE COMPANY SHALL, AND SHALL CAUSE EACH OF ITS SUBSIDIARIES TO, PROMPTLY UPON
THE REASONABLE REQUEST OF THE AGENT, EXECUTE AND DELIVER TO THE AGENT ANY
DOCUMENT OR INSTRUMENT REQUIRED TO ACKNOWLEDGE, CONFIRM, REGISTER, RECORD, OR
PERFECT THE LIEN OF THE AGENT IN ANY PART OF THE INTELLECTUAL PROPERTY OWNED BY
THE COMPANY AND ITS SUBSIDIARIES. THE COMPANY SHALL, AND SHALL CAUSE OF EACH OF
ITS SUBSIDIARIES TO, NOT SELL, ASSIGN, TRANSFER, LICENSE, GRANT ANY OPTION, OR
CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH RESPECT TO INTELLECTUAL
PROPERTY, EXCEPT FOR THE PERMITTED ENCUMBRANCES.
PROPERTIES.
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.
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 ANY CREDITOR PARTY, UNLESS EXPRESSLY AGREED TO BY SUCH CREDITOR PARTY 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,
(I) THE COMPANY MAY DISCLOSE ANY CREDITOR PARTY'S IDENTITY AND THE TERMS OF THIS
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AGREEMENT AND THE RELATED AGREEMENTS TO ITS CURRENT AND PROSPECTIVE DEBT AND
EQUITY FINANCING SOURCES, AND (II) THE COMPANY (AND EACH EMPLOYEE,
REPRESENTATIVE, OR OTHER AGENT OF THE COMPANY) MAY DISCLOSE TO ANY AND ALL
PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND ANY FACTS THAT
MAY BE RELEVANT TO THE TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE RELATED AGREEMENTS AND THE AGREEMENTS REFERRED TO THEREIN;
PROVIDED, HOWEVER, THAT THE COMPANY (AND NO