THE CONDUCT OF ITS
BUSINESS.
6.10
PROPERTIES. EACH OF 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.
6.11
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 THE PURCHASER, UNLESS EXPRESSLY AGREED TO BY THE PURCHASER 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, THE
COMPANY MAY DISCLOSE THE PURCHASER'S IDENTITY AND THE TERMS OF THIS AGREEMENT TO
ITS CURRENT AND PROSPECTIVE DEBT AND EQUITY FINANCING SOURCES.
6.12
REQUIRED APPROVALS. SUBJECT TO THE PROVISIONS OF THAT CERTAIN
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 31,
2004 AMONG FLEET CAPITAL CORPORATION, THE COMPANY, INTERNATIONAL WHOLESALE
TILE, INC. ("IWT"), THE TILE CLUB, INC. ("TILE CLUB") AND IMPORT FLOORING
GROUP, INC. ("IMPORT") (AS AMENDED, MODIFIED OR SUPPLEMENTED FROM TIME TO TIME,
THE "WORKING CAPITAL LENDER LOAN AGREEMENT") AND ALL AGREEMENTS, INSTRUMENTS,
DOCUMENTS,
MORTGAGES, PLEDGES, POWERS OF ATTORNEY, CONSENTS, ASSIGNMENTS,
CONTRACTS, NOTICE, SECURITY AGREEMENTS, TRUST AGREEMENTS AND GUARANTEES EXECUTED
IN CONNECTION WITH THE WORKING CAPITAL LENDER LOAN AGREEMENT (ALL SUCH
DOCUMENTS, AS EACH MAY BE AMENDED, SUPPLEMENTED OR MODIFIED, THE "WORKING
CAPITAL LENDER LOAN DOCUMENTS").
6.13
(I)
FOR SO LONG AS TWENTY-FIVE PERCENT (25%) OF THE PRINCIPAL
AMOUNT OF THE NOTE IS OUTSTANDING, THE COMPANY, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PURCHASER, SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO:
(A)
(I) DIRECTLY OR INDIRECTLY DECLARE OR PAY ANY DIVIDENDS, OTHER
THAN DIVIDENDS PAID TO THE COMPANY OR ANY OF ITS WHOLLY-OWNED SUBSIDIARIES,
(II) ISSUE ANY PREFERRED STOCK THAT IS MANDITORILY REDEEMABLE PRIOR TO THE ONE
YEAR ANNIVERSARY OF THE MATURITY DATE (AS DEFINED IN THE NOTE) OR (III) REDEEM
ANY OF ITS PREFERRED STOCK OR OTHER EQUITY INTERESTS;
(B)
LIQUIDATE, DISSOLVE OR EFFECT A MATERIAL REORGANIZATION (IT BEING
UNDERSTOOD THAT IN NO EVENT SHALL THE COMPANY OR ANY OF ITS SUBSIDIARIES
DISSOLVE, LIQUIDATE OR MERGE WITH ANY OTHER PERSON OR ENTITY (UNLESS, IN THE
CASE OF SUCH A MERGER, THE COMPANY OR, IN
19
THE CASE OF MERGER NOT INVOLVING THE COMPANY, SUCH SUBSIDIARY, AS APPLICABLE, IS
THE SURVIVING ENTITY);
(C)
BECOME SUBJECT TO (INCLUDING, WITHOUT LIMITATION, BY WAY OF
AMENDMENT TO OR MODIFICATION OF) ANY AGREEMENT OR INSTRUMENT WHICH BY ITS TERMS
WOULD (UNDER ANY CIRCUMSTANCES) RESTRICT THE COMPANY'S OR ANY OF ITS
SUBSIDIARIES, RIGHT TO PERFORM THE PROVISIONS OF THIS