THAT THE COLLATERAL IS HELD FOR THE ACCOUNT OF LENDER, OR AT
THE DISCRETION OF LENDER AND SUBJECT TO THE WRITTEN INSTRUCTIONS OF LENDER,
DELIVER ANY SUCH COLLATERAL TO LENDER AND/OR CAUSE ANY SUCH COLLATERAL TO BE PUT
IN BEARER FORM, REGISTERED IN THE NAME OF LENDER OR ITS NOMINEE, OR TRANSFERRED
TO THE ACCOUNT OF LENDER WITH ANY FEDERAL RESERVE BANK, DTC, OR OTHER CLEARING
CORPORATION.
WITH RESPECT TO ANY COLLATERAL HELD IN AN ACCOUNT MAINTAINED BY
LENDER AS SECURITIES INTERMEDIARY, BORROWER HEREBY GIVES NOTICE TO LENDER OF
LENDER'S SECURITY INTEREST IN
2
SUCH COLLATERAL.
IN ADDITION, BORROWER AGREES THAT IN THE EVENT THAT ANY
COLLATERAL IS HELD BY LENDER IN A FIDUCIARY CAPACITY FOR OR ON BEHALF OF
BORROWER AS THE BENEFICIAL OWNER THEREOF, ANY AGREEMENTS EXECUTED BY BORROWER IN
CONNECTION THEREWITH ARE HEREBY AMENDED TO AUTHORIZE AND DIRECT THE PLEDGE,
HYPOTHECATION AND/OR TRANSFER OF SUCH COLLATERAL TO LENDER, AS LENDER, BY
LENDER, AS FIDUCIARY, IN ACCORDANCE WITH THE TERMS, COVENANTS AND CONDITIONS OF
THIS AGREEMENT.
THE RIGHTS GRANTED TO LENDER PURSUANT TO THIS AGREEMENT ARE IN
ADDITION TO THE RIGHTS GRANTED TO LENDER PURSUANT TO ANY SUCH AGREEMENTS.
IN
CASE OF CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THOSE OF ANY OTHER
SUCH AGREEMENT, THE PROVISIONS HEREOF SHALL PREVAIL.
IN THE EVENT THAT BORROWER
PURCHASES OR OTHERWISE ACQUIRES OR OBTAINS ANY ADDITIONAL EQUITY INTERESTS IN
ANY CORPORATION, LLC OR PARTNERSHIP, OR ANY RIGHTS, OR OPTIONS, SUBSCRIPTIONS OR
WARRANTS TO ACQUIRE SUCH EQUITY INTERESTS, ALL SUCH EQUITY INTERESTS, RIGHTS,
OPTIONS, SUBSCRIPTIONS OR WARRANTS SHALL AUTOMATICALLY BE DEEMED TO BE A PART OF
THE COLLATERAL PLEDGED BY BORROWER.
IF ANY SUCH EQUITY INTERESTS ARE TO BE
EVIDENCED BY A CERTIFICATE, SUCH ADDITIONAL CERTIFICATES SHALL BE PROMPTLY
DELIVERED TO LENDER, TOGETHER WITH POWERS RELATED THERETO, OR OTHER INSTRUMENTS
APPROPRIATE TO A CERTIFICATE REPRESENTING AN EQUITY INTEREST, DULY EXECUTED IN
BLANK.
BORROWER SHALL DELIVER TO LENDER ALL SUBSCRIPTIONS, WARRANTS, OPTIONS
AND ALL SUCH OTHER RIGHTS, AND UPON DELIVERY TO LENDER, LENDER SHALL HOLD SUCH
SUBSCRIPTIONS, WARRANTS, OPTIONS AND OTHER RIGHTS AS ADDITIONAL COLLATERAL
PLEDGED TO SECURE THE DEBT; PROVIDED, HOWEVER, THAT IF LENDER DETERMINES, IN ITS
SOLE DISCRETION, THAT THE VALUE OF ANY SUCH SUBSCRIPTIONS, WARRANTS, OPTIONS OR
OTHER RIGHTS SHALL TERMINATE, EXPIRE OR BE MATERIALLY REDUCED IN VALUE BY
HOLDING THE SAME AS COLLATERAL, LENDER SHALL HAVE THE RIGHT (BUT NOT THE
OBLIGATION), IN ITS SOLE DISCRETION, TO SELL OR EXERCISE THE SAME, AND IF
EXERCISED, THEN THE MONIES DISBURSED BY LENDER IN CONNECTION THEREWITH SHALL
BECOME PART OF THE DEBT AND ALL OF THE STOCK, SECURITIES, EVIDENCES OF
INDEBTEDNESS AND OTHER ITEMS SO ACQUIRED SHALL BE TITLED IN THE NAME OF BORROWER
AND SHALL BECOME PART OF THE COLLATERAL.
(B)
BORROWER HEREBY AUTHORIZES LENDER TO FILE ANY FINANCING
STATEMENTS, AND AMENDMENTS TO FINANCING STATEMENTS, IN ANY JURISDICTIONS AND
WITH ANY FILING OFFICES AS LENDER MAY DETERMINE, IN ITS SOLE DISCRETION, ARE
NECESSARY OR ADVISABLE TO PERFECT THE SECURITY INTEREST GRANTED TO LENDER
HEREUNDER. SUCH FINANCING STATEMENTS MAY