DAYS PRIOR TO THE EFFECTIVE DATE OF
SUCH CHANGE, AND SHALL HAVE FIRST TAKEN ALL ACTION REASONABLY REQUIRED BY
SECURED PARTY FOR THE PURPOSE OF FURTHER PERFECTING OR PROTECTING THE SECURITY
INTEREST IN FAVOR OF SECURED PARTY IN THE COLLATERAL.
IN ANY NOTICE FURNISHED
PURSUANT TO THIS SUBSECTION, DEBTOR WILL EXPRESSLY STATE THAT THE NOTICE IS
REQUIRED BY THIS AGREEMENT AND CONTAINS FACTS THAT MAY REQUIRE ADDITIONAL
FILINGS OF FINANCING STATEMENTS OR OTHER NOTICES FOR THE PURPOSES OF CONTINUING
PERFECTION OF SECURED PARTY'S SECURITY INTEREST IN THE COLLATERAL.
(C)
DILUTION OF SHAREHOLDINGS.
DEBTOR WILL NOT
PERMIT THE ISSUANCE OF (I) ANY ADDITIONAL SHARES OF ANY CLASS OF CAPITAL STOCK
OF ANY ISSUER (UNLESS IMMEDIATELY UPON ISSUANCE THE SAME ARE PLEDGED AND
DELIVERED TO SECURED PARTY PURSUANT TO THE TERMS HEREOF TO THE EXTENT NECESSARY
TO GIVE SECURED PARTY A FIRST PRIORITY SECURITY INTEREST (SUBJECT ONLY TO ANY
SECURITY INTEREST IN FAVOR OF PRUDENTIAL IN ACCORDANCE WITH AND SUBJECT TO THE
TERMS OF THE INTERCREDITOR AGREEMENT) AFTER SUCH ISSUE IN AT LEAST THE SAME
PERCENTAGE OF SUCH ISSUER'S OUTSTANDING SHARES AS DEBTOR HAD BEFORE SUCH ISSUE),
(II) ANY SECURITIES CONVERTIBLE VOLUNTARILY BY THE HOLDER THEREOF OR
AUTOMATICALLY UPON THE OCCURRENCE OR NON-OCCURRENCE OF ANY EVENT OR CONDITION
INTO, OR EXCHANGEABLE FOR, ANY SUCH SHARES OF CAPITAL STOCK, OR (III) ANY
WARRANTS, OPTIONS, CONTRACTS OR OTHER COMMITMENTS ENTITLING ANY PERSON TO
PURCHASE OR OTHERWISE ACQUIRE ANY SUCH SHARES OF CAPITAL STOCK NOT OUTSTANDING
AS OF THE DATE OF THIS AGREEMENT.
(D)
RESTRICTIONS ON PLEDGED SHARES AND LLC
RIGHTS.
DEBTOR WILL NOT ENTER INTO ANY AGREEMENT CREATING, OR OTHERWISE PERMIT
TO EXIST, ANY RESTRICTION OR CONDITION UPON THE TRANSFER, VOTING OR CONTROL OF
ANY PLEDGED SHARES OR LLC RIGHTS EXCEPT UNDER THE DEBT SECURITIES.
10
ARTICLE IV - REMEDIES, POWERS AND AUTHORIZATIONS
SECTION 4.1.
PROVISIONS CONCERNING THE
COLLATERAL.
(A)
ADDITIONAL FILINGS.
DEBTOR HEREBY
AUTHORIZES SECURED PARTY TO FILE, WITHOUT THE SIGNATURE OF DEBTOR WHERE
PERMITTED BY LAW, ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO, RELATING TO THE COLLATERAL.
DEBTOR FURTHER AGREES THAT A
CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF ANY FINANCING
STATEMENT DESCRIBING ANY COLLATERAL IS SUFFICIENT AS A FINANCING STATEMENT AND
MAY BE FILED IN ANY JURISDICTION BY SECURED PARTY AS IT MAY DEEM APPROPRIATE.
(B)
POWER OF ATTORNEY.
DEBTOR HEREBY
IRREVOCABLY APPOINTS SECURED PARTY AS DEBTOR'S ATTORNEY-IN-FACT AND PROXY, WITH
FULL AUTHORITY IN THE PLACE AND STEAD OF DEBTOR AND IN THE NAME OF DEBTOR OR
OTHERWISE, FROM TIME TO TIME IN SECURED PARTY'S DISCRETION, UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO TAKE ANY ACTION, AND TO
EXECUTE OR INDORSE ANY INSTRUMENT, CERTIFICATE OR NOTICE, WHICH SECURED PARTY
MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT
INCLUDING ANY ACTION OR INSTRUMENT: (I) TO REQUEST OR INSTRUCT EACH ISSUER (AND
ANY REGISTRAR, TRANSFER AGENT, OR SIMILAR PERSON ACTING ON BEHALF OF EACH
ISSUER) TO REGISTER THE PLEDGE OR TRANSFER OF THE COLLATERAL TO SECURED