DEBTOR, NOR THE GRANT OF THE
SECURITY INTEREST BY DEBTOR TO SECURED PARTY HEREIN, NOR THE EXERCISE BY SECURED
PARTY OF ITS RIGHTS OR REMEDIES HEREUNDER, WILL (I) CONFLICT WITH ANY PROVISION
OF (A) THE ARTICLES OR CERTIFICATE OF INCORPORATION OR BYLAWS OF DEBTOR OR ANY
SIMILAR CHARTER DOCUMENTS OF ANY ISSUER, OR (B) ANY AGREEMENT, JUDGMENT,
LICENSE, ORDER OR PERMIT
6
APPLICABLE TO OR BINDING UPON DEBTOR OR ANY ISSUER, OR (II) RESULT IN OR REQUIRE
THE CREATION OF ANY LIEN, CHARGE OR ENCUMBRANCE UPON ANY MATERIAL ASSETS OR
PROPERTIES OF DEBTOR OR OF ANY ISSUER OR RELATED PERSON EXCEPT AS EXPRESSLY
CONTEMPLATED IN THE OBLIGATION DOCUMENTS.
EXCEPT AS EXPRESSLY CONTEMPLATED IN
THE OBLIGATION DOCUMENTS (INCLUDING, WITHOUT LIMITATION, SECTION 6.13 OF THE
CREDIT AGREEMENT), NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, AND NO
NOTICE TO OR FILING WITH, ANY COURT, GOVERNMENTAL AUTHORITY, ISSUER OR THIRD
PARTY IS REQUIRED IN CONNECTION WITH THE GRANT BY DEBTOR OF THE SECURITY
INTEREST HEREIN, OR THE EXERCISE BY SECURED PARTY OF ITS RIGHTS AND REMEDIES
HEREUNDER.
(C)
SECURITY INTEREST.
DEBTOR HAS AND WILL
HAVE AT ALL TIMES FULL RIGHT, POWER AND AUTHORITY TO GRANT A SECURITY INTEREST
IN THE COLLATERAL TO SECURED PARTY AS PROVIDED HEREIN, FREE AND CLEAR OF ANY
LIEN, ADVERSE CLAIM, OR ENCUMBRANCE EXCEPT FOR THE LIENS IN FAVOR OF BANK OF
AMERICA, N.A., AS COLLATERAL AGENT, PURSUANT TO THE PRUDENTIAL PLEDGE AGREEMENT.
(D)
PERFECTION.
THE TAKING POSSESSION BY
SECURED PARTY OF ALL CERTIFICATES, INSTRUMENTS AND CASH CONSTITUTING COLLATERAL
FROM TIME TO TIME AND THE FILING OF FINANCING STATEMENTS WITH THE SECRETARY OF
STATE (OR EQUIVALENT GOVERNMENTAL OFFICIAL) OF THE STATE IN WHICH DEBTOR IS
ORGANIZED WILL PERFECT, AND ESTABLISH THE FIRST PRIORITY OF (SUBJECT ONLY TO ANY
LIENS IN FAVOR OF PRUDENTIAL IN ACCORDANCE WITH AND SUBJECT TO THE TERMS OF THE
INTERCREDITOR AGREEMENT), SECURED PARTY'S SECURITY INTEREST HEREUNDER IN THE
COLLATERAL SECURING THE SECURED OBLIGATIONS.
NO FURTHER OR SUBSEQUENT FILING,
RECORDING, REGISTRATION, OTHER PUBLIC NOTICE OR OTHER ACTION IS NECESSARY OR
DESIRABLE TO PERFECT OR OTHERWISE CONTINUE, PRESERVE OR PROTECT SUCH SECURITY
INTEREST EXCEPT (I) FOR CONTINUATION STATEMENTS DESCRIBED IN UCC
SECTION 9.515(D), (II) FOR FILINGS REQUIRED TO BE FILED IN THE EVENT OF A CHANGE
IN THE NAME, IDENTITY, OR CORPORATE STRUCTURE OF DEBTOR, OR (III) IN THE EVENT
ANY FINANCING STATEMENT FILED BY SECURED PARTY RELATING HERETO OTHERWISE BECOMES
INACCURATE OR INCOMPLETE.
(E)
LOCATION OF DEBTOR AND RECORDS.
DEBTOR'S
CHIEF EXECUTIVE OFFICE AND PRINCIPAL PLACE OF BUSINESS AND THE OFFICE WHERE THE
RECORDS CONCERNING THE COLLATERAL ARE KEPT IS LOCATED AT 1099 18TH STREET,
SUITE 1200, DENVER, COLORADO 80202.
(F)
PLEDGED SHARES.
DEBTOR HAS DELIVERED TO
SECURED PARTY ALL CERTIFICATES EVIDENCING PLEDGED SHARES OR LLC RIGHTS.
ALL
SUCH CERTIFICATES ARE VALID AND GENUINE AND HAVE NOT BEEN ALTERED.
ALL SHARES
AND OTHER SECURITIES CONSTITUTING THE PLEDGED SHARES OR LLC RIGHTS HAVE BEEN
DULY AUTHORIZED AND VALIDLY ISSUED, ARE FULLY PAID AND NON-ASSESSABLE, AND WERE
NOT ISSUED IN VIOLATION OF THE PREEMPTIVE RIGHTS OF ANY PERSON