THE FOREGOING, EACH PLEDGEE
MAY AT ITS OPTION EXERCISE ANY AND ALL RIGHTS OF CONVERSION, EXCHANGE,
SUBSCRIPTION OR ANY OTHER RIGHTS, PRIVILEGES OR OPTIONS PERTAINING TO ANY OF
SUCH PLEDGEE'S PLEDGED COLLATERAL AS IF IT WERE THE ABSOLUTE OWNER THEREOF,
INCLUDING, WITHOUT LIMITATION, THE RIGHT TO EXCHANGE, IN ITS DISCRETION, ANY AND
ALL OF SUCH PLEDGEE'S PLEDGED COLLATERAL UPON THE MERGER, CONSOLIDATION,
REORGANIZATION, RECAPITALIZATION OR OTHER ADJUSTMENT OF AVII, OR UPON THE
EXERCISE BY AVII OF ANY RIGHT, PRIVILEGE OR OPTION PERTAINING TO ANY PLEDGED
COLLATERAL, AND, IN CONNECTION THEREWITH, TO DEPOSIT AND DELIVER ANY AND ALL OF
THE PLEDGED COLLATERAL WITH ANY COMMITTEE, DEPOSITORY, TRANSFER AGENT, REGISTRAR
OR OTHER DESIGNATED AGENT UPON SUCH TERMS AND CONDITIONS AS IT MAY DETERMINE.
SECTION 8.
ADDITIONAL PROVISIONS CONCERNING THE PLEDGED COLLATERAL.
(A)
THE PLEDGOR HEREBY AUTHORIZES EACH PLEDGEE TO FILE, WITHOUT THE
SIGNATURE OF THE PLEDGOR WHERE PERMITTED BY LAW, ONE OR MORE FINANCING OR
CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, RELATING TO THE PLEDGED
COLLATERAL.
(B)
THE PLEDGOR HEREBY IRREVOCABLY APPOINTS EACH PLEDGEE THE PLEDGOR'S
ATTORNEY-IN-FACT AND PROXY, WITH FULL AUTHORITY, EXERCISABLE ONLY DURING THE
EXISTENCE OF AN EVENT OF DEFAULT OR OTHERWISE IN ACCORDANCE WITH THIS AGREEMENT,
IN THE PLACE AND STEAD OF THE PLEDGOR AND IN THE NAME OF THE PLEDGOR OR
OTHERWISE, FROM TIME TO TIME IN SUCH PLEDGEE'S DISCRETION, TO TAKE ANY ACTION
AND TO EXECUTE ANY INSTRUMENT WHICH SUCH PLEDGEE MAY DEEM NECESSARY OR ADVISABLE
TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT (SUBJECT TO THE RIGHTS OF THE
PLEDGOR UNDER SECTION 7(A) HEREOF), INCLUDING, WITHOUT LIMITATION, TO RECEIVE,
ENDORSE AND COLLECT ALL
7
INSTRUMENTS MADE PAYABLE TO THE PLEDGOR REPRESENTING ANY DIVIDEND OR OTHER
DISTRIBUTION IN RESPECT OF ANY OF SUCH PLEDGEE'S PLEDGED COLLATERAL AND TO GIVE
FULL DISCHARGE FOR THE SAME.
THIS POWER IS COUPLED WITH AN INTEREST AND IS
IRREVOCABLE UNTIL ALL OF THE OBLIGATIONS ARE SATISFIED IN FULL.
(C)
IF THE PLEDGOR FAILS TO PERFORM ANY AGREEMENT OR OBLIGATION
CONTAINED HEREIN, EACH PLEDGEE ITSELF MAY PERFORM, OR CAUSE PERFORMANCE OF, SUCH
AGREEMENT OR OBLIGATION WITH RESPECT TO SUCH PLEDGEE'S PLEDGED COLLATERAL, AND
THE EXPENSES OF SUCH PLEDGEE INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE
BY THE PLEDGOR PURSUANT TO SECTION 10 HEREOF AND SHALL BE SECURED BY THE PLEDGED
COLLATERAL.
(D)
OTHER THAN THE EXERCISE OF REASONABLE CARE TO ASSURE THE SAFE
CUSTODY OF THE PLEDGED COLLATERAL WHILE HELD HEREUNDER AND AS OTHERWISE PROVIDED
UNDER SECTION 9-207 OF THE UCC, THE CUSTODIAN, THE CASH COLLATERAL CUSTODIAN AND
EACH PLEDGEE SHALL HAVE NO DUTY OR LIABILITY TO PRESERVE RIGHTS PERTAINING
THERETO AND SHALL BE RELIEVED OF ALL RESPONSIBILITY FOR SUCH PLEDGEE'S PLEDGED
COLLATERAL UPON SURRENDERING IT OR TENDERING SURRENDER OF IT TO THE PLEDGOR.
THE CUSTODIAN, THE CASH COLLATERAL CUSTODIAN AND EACH PLEDGEE SHALL BE DEEMED TO
HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND PRESERVATION OF THE PLEDGED
COLLATERAL IN ITS POSSESSION IF THE PLEDGED COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THAT WHICH THE CUSTODIAN, THE CASH COLLATERAL CUSTODIAN
OR SUCH PLEDGEE