THEREOF, OR, TO THE EXTENT
PRACTICABLE, CAUSE AVII TO AGREE THAT IT WILL COMPLY WITH INSTRUCTIONS
ORIGINATED BY THE CUSTODIAN, ON BEHALF OF THE PLEDGEES, WITH RESPECT TO SUCH
SECURITIES WITHOUT FURTHER CONSENT BY THE PLEDGOR.
IF ANY PLEDGED COLLATERAL
CONSISTS OF SECURITY ENTITLEMENTS, THE PLEDGOR SHALL TRANSFER SUCH SECURITY
ENTITLEMENTS TO THE CUSTODIAN OR THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE,
ON BEHALF OF THE PLEDGEES.
THE
3
PLEDGOR FURTHER AGREES TO EXECUTE SUCH OTHER DOCUMENTS AND TO TAKE SUCH OTHER
ACTIONS AS THE CUSTODIAN OR THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, OR ANY
PLEDGEE DEEMS REASONABLY NECESSARY OR DESIRABLE TO CREATE AND PERFECT THE
SECURITY INTERESTS INTENDED TO BE CREATED HEREUNDER, TO EFFECT THE FOREGOING AND
TO PERMIT THE CUSTODIAN OR THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, AND
EACH PLEDGEE TO EXERCISE ANY OF ITS RIGHTS AND REMEDIES HEREUNDER.
(B)
IF THE PLEDGOR SHALL RECEIVE, BY VIRTUE OF ITS BEING OR HAVING
BEEN AN OWNER OF ANY PLEDGED COLLATERAL, ANY (I) STOCK CERTIFICATE (INCLUDING,
WITHOUT LIMITATION, ANY CERTIFICATE REPRESENTING A STOCK DIVIDEND OR
DISTRIBUTION IN CONNECTION WITH ANY INCREASE OR REDUCTION OF CAPITAL,
RECLASSIFICATION, MERGER, CONSOLIDATION, SALE OF ASSETS, COMBINATION OF SHARES,
STOCK SPLIT, SPIN-OFF OR SPLIT-OFF), PROMISSORY NOTE OR OTHER INSTRUMENT, (II)
OPTION OR RIGHT, WHETHER AS AN ADDITION TO, SUBSTITUTION FOR, OR IN EXCHANGE
FOR, ANY PLEDGED COLLATERAL, OR OTHERWISE, (III) DIVIDENDS OR INTEREST PAYABLE
IN CASH OR IN SECURITIES OR OTHER PROPERTY, (IV) DIVIDENDS, INTEREST AND OTHER
DISTRIBUTIONS PAID OR PAYABLE OTHER THAN IN CASH IN RESPECT OF, AND INSTRUMENTS
AND OTHER PROPERTY RECEIVED, RECEIVABLE OR OTHERWISE DISTRIBUTED IN RESPECT OF
OR IN EXCHANGE FOR, ANY PLEDGED COLLATERAL, (V) DIVIDENDS OR OTHER DISTRIBUTIONS
IN CONNECTION WITH A PARTIAL OR TOTAL LIQUIDATION OR DISSOLUTION OR IN
CONNECTION WITH A REDUCTION OF CAPITAL, CAPITAL SURPLUS OR PAID-IN SURPLUS, OR
(VI) CASH PAID, PAYABLE OR OTHERWISE DISTRIBUTED IN REDEMPTION OF, OR IN
EXCHANGE FOR, ANY PLEDGED COLLATERAL, SUCH STOCK CERTIFICATE, PROMISSORY NOTE,
INSTRUMENT, OPTION, DIVIDEND, INTEREST, RIGHT, PROPERTY, PAYMENT OR DISTRIBUTION
CONSTITUTING PLEDGED COLLATERAL SHALL BE, AND SHALL FORTHWITH BE DELIVERED TO
THE CUSTODIAN OR THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, IN ACCORDANCE
WITH THE AMENDED AND RESTATED SECURITIES ACCOUNT CONTROL AGREEMENT AND THE CASH
COLLATERAL ACCOUNT CONTROL AGREEMENT, AS APPLICABLE, FOR DEPOSIT PRO RATA INTO
THE ACCOUNTS TO HOLD AS PLEDGED COLLATERAL AND SHALL, IF RECEIVED BY THE
PLEDGOR, BE RECEIVED IN TRUST FOR THE BENEFIT OF THE PLEDGEES, SHALL BE
SEGREGATED FROM THE PLEDGOR'S OTHER PROPERTY AND SHALL BE DELIVERED FORTHWITH TO
THE CUSTODIAN OR THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, IN THE EXACT FORM
RECEIVED, WITH ANY NECESSARY ENDORSEMENT AND/OR APPROPRIATE STOCK POWERS DULY
EXECUTED IN BLANK, TO BE DEPOSITED IN THE ACCOUNTS AND HELD BY THE CUSTODIAN OR
THE CASH COLLATERAL CUSTODIAN, AS APPLICABLE, FOR THE BENEFIT OF THE PLEDGEES AS
PLEDGED COLLATERAL AND AS FURTHER COLLATERAL SECURITY FOR THE OBLIGATIONS.
SECTION 5.
REPRESENTATIONS AND WARRANTIES.
THE PLEDGOR REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE PLEDGOR OF THIS