BANK OR OTHER FINANCIAL INSTITUTION OR OTHER
SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY AS OF THE DATE HEREOF, IN EACH
CASE EXCEPT AS SET FORTH IN THE INFORMATION CERTIFICATE.
(I)
IN THE EVENT THAT ANY BORROWER SHALL BE ENTITLED TO OR
SHALL AT ANY TIME AFTER THE DATE HEREOF HOLD OR ACQUIRE ANY CERTIFICATED
SECURITIES, SUCH BORROWER SHALL PROMPTLY ENDORSE, ASSIGN AND DELIVER THE SAME TO
AGENT, ACCOMPANIED BY SUCH INSTRUMENTS OF TRANSFER OR ASSIGNMENT DULY EXECUTED
IN BLANK AS AGENT MAY FROM TIME TO TIME SPECIFY; PROVIDED, THAT, IF SUCH
CERTIFICATED SECURITIES CONSTITUTE SHARES OF CAPITAL STOCK OF A FOREIGN
SUBSIDIARY CONSTITUTING A "CONTROLLED FOREIGN CORPORATION" (AS SUCH TERM IS
DEFINED IN SECTION 957(A) OF THE CODE OR A SUCCESSOR PROVISION THEREOF), THEN
SUCH BORROWER SHALL NOT BE REQUIRED TO ENDORSE, ASSIGN OR DELIVER TO AGENT THOSE
CERTIFICATES REPRESENTING THE NUMBER OF SHARES OF THE ISSUER THEREOF EXCEEDING
SIXTY-FIVE (65%) PERCENT OF THE VOTING POWER OF ALL CLASSES OF CAPITAL STOCK OF
SUCH ISSUER ENTITLED TO VOTE.
IF ANY SECURITIES, NOW OR HEREAFTER ACQUIRED BY
SUCH BORROWER ARE UNCERTIFICATED AND ARE ISSUED TO SUCH BORROWER OR ITS NOMINEE
DIRECTLY BY THE ISSUER THEREOF, SUCH BORROWER SHALL IMMEDIATELY NOTIFY AGENT
THEREOF AND SHALL SUBJECT TO THE PROVISO CONTAINED IN THE IMMEDIATELY PRECEDING
SENTENCE, AS AGENT MAY SPECIFY, EITHER (A) CAUSE THE ISSUER TO AGREE TO COMPLY
WITH INSTRUCTIONS FROM AGENT AS TO SUCH SECURITIES, WITHOUT FURTHER CONSENT OF
SUCH BORROWER OR SUCH NOMINEE, OR (B) ARRANGE FOR AGENT TO BECOME THE REGISTERED
OWNER OF THE SECURITIES.
NOTHING CONTAINED IN THIS SECTION 5 SHALL BE CONSTRUED
TO REQUIRE THAT THE COLLATERAL INCLUDE THE PORTION OF THE CAPITAL STOCK OF ANY
FOREIGN SUBSIDIARY THAT IS A "CONTROLLED FOREIGN CORPORATION", AS DEFINED IN
SECTION 957 OF THE CODE, IN EXCESS OF SIXTY-FIVE (65%) PERCENT OF THE
51
ISSUED AND OUTSTANDING CAPITAL STOCK THEREOF ENTITLED TO VOTE (WITHIN THE
MEANING OF TREASURY REGULATION SECTION 1.956-2).
(II)
BORROWERS SHALL NOT, DIRECTLY OR INDIRECTLY, AFTER THE
DATE HEREOF OPEN, ESTABLISH OR MAINTAIN ANY INVESTMENT ACCOUNT, SECURITIES
ACCOUNT, COMMODITY ACCOUNT OR ANY OTHER SIMILAR ACCOUNT (OTHER THAN A DEPOSIT
ACCOUNT) WITH ANY SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY UNLESS EACH
OF THE FOLLOWING CONDITIONS IS SATISFIED: (A) AGENT SHALL HAVE RECEIVED NOT LESS
THAN FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE OF THE INTENTION OF SUCH
BORROWER TO OPEN OR ESTABLISH SUCH ACCOUNT WHICH NOTICE SHALL SPECIFY IN
REASONABLE DETAIL AND SPECIFICITY ACCEPTABLE TO AGENT THE NAME OF THE ACCOUNT,
THE OWNER OF THE ACCOUNT, THE NAME AND ADDRESS OF THE SECURITIES INTERMEDIARY OR
COMMODITY INTERMEDIARY AT WHICH SUCH ACCOUNT IS TO BE OPENED OR ESTABLISHED, THE
INDIVIDUAL AT SUCH INTERMEDIARY WITH WHOM SUCH BORROWER IS DEALING AND THE
PURPOSE OF THE ACCOUNT, (B) THE SECURITIES INTERMEDIARY OR COMMODITY
INTERMEDIARY (AS THE CASE MAY BE) WHERE SUCH ACCOUNT IS OPENED OR MAINTAINED
SHALL BE REASONABLY ACCEPTABLE TO AGENT, AND (C) ON OR BEFORE THE OPENING OF
SUCH INVESTMENT ACCOUNT, SECURITIES ACCOUNT OR OTHER SIMILAR ACCOUNT WITH A
SECURITIES