MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
(B)
IN THE EVENT THAT ANY PLEDGEE DETERMINES TO EXERCISE ITS RIGHT TO
SELL ALL OR ANY PART OF SUCH PLEDGEE'S PLEDGED COLLATERAL PURSUANT TO SECTION
9(A) HEREOF, THE PLEDGOR WILL, AT THE PLEDGOR'S EXPENSE AND UPON REQUEST BY SUCH
PLEDGEE: (I) EXECUTE AND DELIVER, AND USE ITS BEST EFFORTS TO CAUSE EACH ISSUER
OF SUCH PLEDGED COLLATERAL AND THE DIRECTORS AND OFFICERS THEREOF TO EXECUTE AND
DELIVER, ALL SUCH INSTRUMENTS AND DOCUMENTS, AND DO OR CAUSE TO BE DONE ALL SUCH
OTHER ACTS AND THINGS, AS MAY BE NECESSARY OR, IN THE OPINION OF SUCH PLEDGEE,
ADVISABLE TO ALLOW SUCH PLEDGEE TO RECEIVE THE PLEDGEE'S PLEDGED COLLATERAL IN A
FORM THAT WILL ALLOW SUCH PLEDGEE TO DISPOSE OF SUCH PLEDGED COLLATERAL WITHOUT
ANY RESTRICTION, INCLUDING, IF NECESSARY, TO AVAIL ITSELF OF THE REGISTRATION
STATEMENTS, INCLUDING, IF NECESSARY, BY CAUSING ANY SUCH REGISTRATION STATEMENT
OR ANY PROSPECTUS CONTAINED IN ANY SUCH REGISTRATION STATEMENT TO BE AMENDED OR
SUPPLEMENTED TO SUBSTITUTE SUCH PLEDGEE IN PLACE OF THE PLEDGOR OR OTHERWISE AND
BY CAUSING THE ISSUANCE OF ANY NECESSARY LEGAL OPINIONS TO ALLOW THE TRANSFER OF
SUCH PLEDGEE'S PLEDGED COLLATERAL TO SUCH PLEDGEE, ALL OF THE FOREGOING WHICH,
IN THE OPINION OF SUCH PLEDGEE, ARE NECESSARY OR ADVISABLE, AND ALL IN
CONFORMITY WITH THE REQUIREMENTS OF THE 1933 ACT AND THE RULES AND REGULATIONS
OF THE SEC APPLICABLE THERETO, (II) IF NECESSARY, CAUSE EACH ISSUER OF ANY
PLEDGED COLLATERAL TO QUALIFY SUCH PLEDGED COLLATERAL UNDER THE STATE SECURITIES
OR "BLUE SKY" LAWS OF EACH NECESSARY JURISDICTION, AND TO OBTAIN ALL NECESSARY
GOVERNMENTAL APPROVALS FOR THE SALE OF THE PLEDGED COLLATERAL, AS REQUESTED BY
SUCH PLEDGEE, (III) USE ITS BEST EFFORTS TO CAUSE AVII TO MAKE AVAILABLE TO ITS
SECURITY HOLDERS, AS SOON AS PRACTICABLE, AN EARNINGS STATEMENT WHICH WILL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE 1933 ACT, AND (IV) DO OR CAUSE TO
BE DONE ALL SUCH OTHER ACTS AND THINGS AS MAY BE NECESSARY TO MAKE SUCH SALE OF
SUCH PLEDGED COLLATERAL VALID AND BINDING AND IN COMPLIANCE WITH APPLICABLE
LAW.
THE PLEDGOR ACKNOWLEDGES THE IMPOSSIBILITY OF ASCERTAINING THE AMOUNT OF
DAMAGES WHICH WOULD BE SUFFERED BY THE PLEDGEES BY REASON OF THE FAILURE BY THE
PLEDGOR TO PERFORM ANY OF THE COVENANTS CONTAINED IN THIS SECTION 9(B) AND,
CONSEQUENTLY, AGREES THAT, IF THE PLEDGOR FAILS TO PERFORM ANY OF SUCH
COVENANTS, IT SHALL PAY, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, AN AMOUNT
EQUAL TO THE VALUE OF EACH PLEDGEE'S PLEDGED COLLATERAL ON THE DATE SUCH PLEDGEE
DEMANDS COMPLIANCE WITH THIS SECTION 9(B); PROVIDED, HOWEVER, THAT THE PAYMENT
OF SUCH AMOUNT SHALL NOT RELEASE THE PLEDGOR FROM ANY OF ITS OBLIGATIONS UNDER
ANY PROVISION OF THE TRANSACTION DOCUMENTS.
(C)
NOTWITHSTANDING THE PROVISIONS OF SECTION 9(B) HEREOF, THE PLEDGOR
RECOGNIZES THAT ANY PLEDGEE MAY DEEM IT IMPRACTICABLE TO EFFECT A PUBLIC SALE OF
ALL OR ANY PART OF
9
SUCH PLEDGEE'S PLEDGED COLLATERAL AND THAT