ARRANGE FOR
THE INVESTORS TO BECOME THE ENTITLEMENT HOLDER WITH RESPECT TO SUCH INVESTMENT
PROPERTY, WITH THE COMPANY BEING PERMITTED, ONLY WITH THE CONSENT OF THE
INVESTORS, TO EXERCISE RIGHTS TO WITHDRAW OR OTHERWISE DEAL WITH SUCH INVESTMENT
PROPERTY.
EACH OF THE INVESTORS AGREES WITH THE COMPANY THAT IT SHALL NOT GIVE
ANY SUCH ENTITLEMENT ORDERS, INSTRUCTIONS OR DIRECTIONS TO ANY SUCH ISSUER,
SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY, AND SHALL NOT WITHHOLD ITS
CONSENT TO THE EXERCISE OF ANY WITHDRAWAL OR DEALING RIGHTS BY THE COMPANY,
UNLESS AN EVENT OF DEFAULT HAS OCCURRED, OR, AFTER GIVING EFFECT TO ANY SUCH
INVESTMENT AND WITHDRAWAL RIGHTS WOULD OCCUR.
THE PROVISIONS OF THIS
SECTION 4.10(B) SHALL NOT APPLY TO ANY FINANCIAL ASSETS CREDITED TO A SECURITIES
ACCOUNT FOR WHICH AN INVESTOR IS THE SECURITIES INTERMEDIARY.
(C)
LETTER OF CREDIT RIGHTS.
IF THE COMPANY IS
AT ANY TIME A BENEFICIARY UNDER A LETTER OF CREDIT (OTHER THAN ANY LETTER CREDIT
CONSTITUTING A SUPPORTING OBLIGATION) NOW OR HEREAFTER ISSUED IN FAVOR OF THE
COMPANY, THE COMPANY SHALL PROMPTLY NOTIFY THE INVESTORS THEREOF AND, AT THE
REQUEST AND OPTION OF THE INVESTORS, THE COMPANY SHALL, PURSUANT TO AN AGREEMENT
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE INVESTORS, EITHER (I)
ARRANGE FOR THE ISSUER AND ANY CONFIRMER TO SUCH LETTER OF CREDIT TO CONSENT TO
AN ASSIGNMENT TO THE INVESTORS OF THE PROCEEDS OF ANY DRAWING UNDER THE LETTER
OF CREDIT OR (II) ARRANGE FOR THE INVESTORS TO BECOME THE TRANSFEREE BENEFICIARY
OF THE LETTER OF CREDIT, WITH THE INVESTORS AGREEING, IN EACH
11
CASE, THAT THE PROCEEDS OF ANY DRAWING UNDER THE LETTER OF CREDIT ARE TO BE
APPLIED TO SATISFY THE OBLIGATIONS.
(D)
COMMERCIAL TORT CLAIMS.
IF THE COMPANY
SHALL AT ANY TIME HOLD OR ACQUIRE A MATERIAL COMMERCIAL TORT CLAIM, THE COMPANY
SHALL IMMEDIATELY NOTIFY THE INVESTORS IN A WRITING SIGNED BY THE COMPANY OF THE
BRIEF DETAILS THEREOF AND UPON REQUEST OF THE INVESTORS GRANT TO THE INVESTORS
IN WRITING A SECURITY INTEREST THEREIN AND IN THE PROCEEDS THEREOF, ALL UPON THE
TERMS OF THIS AGREEMENT, WITH SUCH WRITING TO BE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE INVESTORS.
4.11.
INFORMATION.
THE COMPANY SHALL INFORM THE
INVESTORS IN WRITING WITHIN FIFTEEN (15) DAYS, IN THE CASE OF CLAUSES (A) AND
(B) OF THIS SECTION 4.11, OR WITHIN THIRTY (30) DAYS, IN THE CASE OF CLAUSES (C)
THROUGH (E) OF THIS SECTION 4.11, OF BECOMING AWARE OF: (A) THE COMMENCEMENT OF
ALL MATERIAL PROCEEDINGS AND, TO THE COMPANY'S KNOWLEDGE, INVESTIGATIONS BY OR
BEFORE AND/OR THE RECEIPT OF ANY NOTICES FROM, ANY GOVERNMENTAL AUTHORITY OR
NONGOVERNMENTAL BODY AND ALL ACTIONS AND PROCEEDINGS IN ANY COURT OR BEFORE ANY
ARBITRATOR AGAINST OR IN ANY WAY CONCERNING ANY OF THE COLLATERAL, IN ANY CASE
THAT WOULD REASONABLY BE LIKELY TO HAVE A MATERIAL ADVERSE EFFECT; (B) ANY EVENT
OF DEFAULT OR DEFAULT; (C) ANY CHANGE IN THE LOCATION OF THE COMPANY'S EXECUTIVE
OFFICES; (D) ANY CHANGE IN THE LOCATION OF A MATERIAL PORTION OF