OR
GUARANTOR OF CAPITAL STOCK OF SUCH BORROWER OR GUARANTOR AFTER THE DATE HEREOF;
PROVIDED, THAT, (A) LENDER SHALL HAVE RECEIVED NOT LESS THAN TEN (10) BUSINESS
DAYS' PRIOR WRITTEN NOTICE OF SUCH ISSUANCE AND SALE BY SUCH BORROWER OR
GUARANTOR, WHICH NOTICE SHALL SPECIFY THE PARTIES TO WHOM SUCH SHARES ARE TO BE
SOLD, THE TERMS OF SUCH SALE, THE TOTAL AMOUNT WHICH IT IS ANTICIPATED WILL BE
REALIZED FROM THE ISSUANCE AND SALE OF SUCH STOCK AND THE NET CASH PROCEEDS
WHICH IT IS ANTICIPATED WILL BE RECEIVED BY SUCH BORROWER OR GUARANTOR FROM SUCH
SALE, (B) SUCH BORROWER OR GUARANTOR SHALL NOT BE REQUIRED TO PAY ANY CASH
DIVIDENDS OR REPURCHASE OR REDEEM SUCH CAPITAL STOCK OR MAKE ANY OTHER PAYMENTS
IN RESPECT THEREOF, EXCEPT AS OTHERWISE PERMITTED IN SECTION 9.11 HEREOF,
(C) THE TERMS OF SUCH CAPITAL STOCK, AND THE TERMS AND CONDITIONS OF THE
PURCHASE AND SALE THEREOF, SHALL NOT INCLUDE ANY TERMS THAT INCLUDE ANY
LIMITATION ON THE RIGHT OF ANY BORROWER TO REQUEST OR RECEIVE LOANS OR LETTERS
OF CREDIT OR THE RIGHT OF ANY BORROWER AND GUARANTOR TO AMEND OR MODIFY ANY OF
THE TERMS AND CONDITIONS OF THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS OR OTHERWISE IN ANY WAY RELATE TO OR AFFECT THE ARRANGEMENTS OF
BORROWERS AND GUARANTORS WITH LENDER OR ARE MORE RESTRICTIVE OR BURDENSOME TO
ANY BORROWER OR GUARANTOR THAN THE TERMS OF ANY CAPITAL STOCK IN EFFECT ON THE
DATE HEREOF, (D) EXCEPT AS LENDER MAY OTHERWISE AGREE IN WRITING, IF AS OF THE
DATE OF SUCH ISSUANCE AND SALE OR AFTER GIVING EFFECT THERETO, A CASH DOMINION
EVENT HAS OCCURRED AND IS CONTINUING, ALL OF THE PROCEEDS OF THE SALE AND
ISSUANCE OF SUCH CAPITAL STOCK SHALL BE PAID TO LENDER FOR APPLICATION TO THE
OBLIGATIONS IN SUCH ORDER AND MANNER AS LENDER MAY DETERMINE OR AT LENDER'S
OPTION, TO BE HELD AS CASH COLLATERAL FOR THE OBLIGATIONS AND (E) AS OF THE DATE
OF SUCH ISSUANCE AND SALE AND AFTER GIVING EFFECT THERETO, NO DEFAULT OR EVENT
OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE CONTINUING,
(IV)
THE ISSUANCE OF CAPITAL STOCK OF ANY BORROWER
OR GUARANTOR CONSISTING OF COMMON STOCK PURSUANT TO AN EMPLOYEE STOCK OWNERSHIP
PLAN, EMPLOYEE STOCK OPTION OR GRANT OR SIMILAR EQUITY PLAN OR 401(K) PLANS OF
SUCH BORROWER OR GUARANTOR FOR THE BENEFIT OF ITS EMPLOYEES, DIRECTORS AND
CONSULTANTS, PROVIDED, THAT, IN NO EVENT SHALL SUCH BORROWER OR GUARANTOR BE
REQUIRED TO ISSUE, OR SHALL SUCH BORROWER OR GUARANTOR ISSUE, CAPITAL
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STOCK PURSUANT TO SUCH STOCK PLANS OR 401(K) PLANS WHICH WOULD RESULT IN A
CHANGE OF CONTROL OR OTHER EVENT OF DEFAULT,
(V)
SALES OR OTHER DISPOSITIONS OF EXCLUDED
PROPERTY, PROVIDED, THAT, AS TO ANY SUCH SALE OR OTHER DISPOSITION, EACH OF THE
FOLLOWING CONDITIONS IS SATISFIED: (A) THE CONSIDERATION TO BE RECEIVED BY
BORROWERS AND GUARANTORS SHALL BE PAID OR PAYABLE IN CASH AND SHALL BE PAID
CONTEMPORANEOUSLY WITH CONSUMMATION OF THE TRANSACTION;