EMPLOYEE, REPRESENTATIVE OR OTHER
AGENT OF THE COMPANY) DISCLOSE PURSUANT TO THIS CLAUSE (II) ANY OTHER
INFORMATION THAT IS NOT RELEVANT TO UNDERSTANDING THE TAX TREATMENT OR TAX
STRUCTURE OF SUCH TRANSACTIONS (INCLUDING THE IDENTITY OF ANY PARTY OR ANY
INFORMATION THAT COULD LEAD ANOTHER TO DETERMINE THE IDENTITY OF ANY PARTY);
AND, PROVIDED, FURTHER, THAT THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF
ITS SUBSIDIARIES TO, DISCLOSE ANY INFORMATION TO THE EXTENT THAT SUCH DISCLOSURE
COULD REASONABLY BE EXPECTED TO RESULT IN A VIOLATION OF ANY U.S. FEDERAL OR
STATE SECURITIES LAW OR SIMILAR LAW OF ANOTHER JURISDICTION.
EACH CREDITOR
PARTY SHALL BE PERMITTED TO DISCUSS, DISTRIBUTE OR OTHERWISE TRANSFER ANY
NON-PUBLIC INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES IN SUCH CREDITOR
PARTY'S POSSESSION NOW OR IN THE FUTURE TO POTENTIAL OR ACTUAL (I) DIRECT OR
INDIRECT INVESTORS IN SUCH CREDITOR PARTY AND (II) THIRD PARTY ASSIGNEES OR
TRANSFEREES OF ALL OR A PORTION OF THE OBLIGATIONS OF THE COMPANY AND/OR ANY OF
ITS SUBSIDIARIES HEREUNDER AND UNDER THE RELATED AGREEMENTS, TO THE EXTENT THAT
SUCH INVESTOR OR TRANSFEREE ENTERS INTO A CONFIDENTIALITY AGREEMENT FOR THE
BENEFIT OF THE COMPANY IN SUCH FORM AS MAY BE NECESSARY TO ADDRESS THE COMPANY'S
REGULATION FD REQUIREMENTS.
REQUIRED APPROVALS.
(I) FOR SO LONG AS TWENTY-FIVE PERCENT (25% OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE NOTE IS OUTSTANDING, THE COMPANY, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE AGENT, SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS
SUBSIDIARIES TO:
(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 MANDATORILY REDEEMABLE PRIOR TO THE ONE YEAR ANNIVERSARY
OF THE MATURITY DATE (AS DEFINED IN EACH NOTE) OR (III) REDEEM ANY OF ITS
PREFERRED STOCK OR OTHER EQUITY INTERESTS; 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 THE CASE OF
MERGER NOT INVOLVING THE COMPANY, SUCH SUBSIDIARY, AS APPLICABLE, IS THE
SURVIVING ENTITY); 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 AGREEMENT, ANY RELATED
AGREEMENT OR ANY OF THE AGREEMENTS CONTEMPLATED HEREBY OR THEREBY; MATERIALLY
ALTER OR CHANGE THE SCOPE OF THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES
TAKEN AS A WHOLE; OR
(I) CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY INDEBTEDNESS (EXCLUSIVE OF
TRADE DEBT AND DEBT INCURRED TO FINANCE THE PURCHASE OF EQUIPMENT (NOT IN EXCESS
OF FIVE PERCENT (5%) OF THE FAIR MARKET VALUE OF THE COMPANY'S AND ITS
SUBSIDIARIES' ASSETS)) WHETHER SECURED OR UNSECURED OTHER THAN (X) THE COMPANY'S
OBLIGATIONS OWED TO EACH PURCHASER, (Y) INDEBTEDNESS SET FORTH