TO THE PLEDGEE) PURSUANT TO WHICH SUCH ISSUER AGREES TO COMPLY
WITH ANY AND ALL INSTRUCTIONS ORIGINATED BY THE PLEDGEE WITHOUT FURTHER CONSENT
BY THE REGISTERED OWNER AND NOT TO COMPLY WITH INSTRUCTIONS REGARDING SUCH
UNCERTIFICATED SECURITY (AND ANY PARTNERSHIP INTERESTS AND MEMBERSHIP INTERESTS
ISSUED BY SUCH ISSUER) ORIGINATED BY ANY OTHER PERSON OTHER THAN A COURT OF
COMPETENT JURISDICTION;
7
(III)
WITH RESPECT TO A CERTIFICATED SECURITY,
UNCERTIFICATED SECURITY, PARTNERSHIP INTEREST OR MEMBERSHIP INTEREST CREDITED ON
THE BOOKS OF A CLEARING CORPORATION OR SECURITIES INTERMEDIARY (INCLUDING A
FEDERAL RESERVE BANK, PARTICIPANTS TRUST COMPANY OR THE DEPOSITORY TRUST
COMPANY), SUCH PLEDGOR SHALL PROMPTLY NOTIFY THE PLEDGEE THEREOF AND SHALL
PROMPTLY TAKE (X) ALL ACTIONS REQUIRED (I) TO COMPLY WITH THE APPLICABLE
RULES OF SUCH CLEARING CORPORATION OR SECURITIES INTERMEDIARY AND (II) TO
PERFECT THE SECURITY INTEREST OF THE PLEDGEE UNDER APPLICABLE LAW (INCLUDING, IN
ANY EVENT, UNDER SECTIONS 9-314(A), (B) AND (C), 9-106 AND 8-106(D) OF THE UCC)
AND (Y) SUCH OTHER ACTIONS AS THE PLEDGEE DEEMS NECESSARY OR DESIRABLE TO EFFECT
THE FOREGOING;
(IV)
WITH RESPECT TO A PARTNERSHIP INTEREST OR A
MEMBERSHIP INTEREST (OTHER THAN A PARTNERSHIP INTEREST OR MEMBERSHIP INTEREST
CREDITED ON THE BOOKS OF A CLEARING CORPORATION OR SECURITIES INTERMEDIARY),
(1) IF SUCH PARTNERSHIP INTEREST OR MEMBERSHIP INTEREST IS REPRESENTED BY A
CERTIFICATE AND IS A SECURITY FOR PURPOSES OF THE UCC, THE PROCEDURE SET FORTH
IN SECTION 3.5(A)(I) HEREOF; AND (2) IF SUCH PARTNERSHIP INTEREST OR MEMBERSHIP
INTEREST IS NOT REPRESENTED BY A CERTIFICATE OR IS NOT A SECURITY FOR PURPOSES
OF THE UCC, THE PROCEDURE SET FORTH IN SECTION 3.5(A)(II) HEREOF;
(V)
WITH RESPECT TO ANY NOTE, PHYSICAL DELIVERY
OF SUCH NOTE TO THE PLEDGEE, ENDORSED IN BLANK, OR, AT THE REQUEST OF THE
PLEDGEE, ENDORSED TO THE PLEDGEE; AND
(VI)
WITH RESPECT TO CASH PROCEEDS FROM ANY OF THE
COLLATERAL DESCRIBED IN SECTION 3.1 HEREOF, (I) THE ESTABLISHMENT BY THE PLEDGEE
OF A CASH ACCOUNT IN THE NAME OF SUCH PLEDGOR OVER WHICH THE PLEDGEE SHALL HAVE
"CONTROL" WITHIN THE MEANING OF THE UCC AND, AT ANY TIME ANY EVENT OF DEFAULT IS
IN EXISTENCE, NO WITHDRAWALS OR TRANSFERS MAY BE MADE THEREFROM BY ANY PERSON
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE PLEDGEE AND (II) THE DEPOSIT OF
SUCH CASH IN SUCH CASH ACCOUNT.
(B)
IN ADDITION TO THE ACTIONS REQUIRED TO BE
TAKEN PURSUANT TO SECTION 3.5(A) HEREOF, EACH PLEDGOR SHALL TAKE THE FOLLOWING
ADDITIONAL ACTIONS WITH RESPECT TO THE COLLATERAL:
(I)
WITH RESPECT TO ALL COLLATERAL OF SUCH
PLEDGOR WHEREBY OR WITH RESPECT TO WHICH THE PLEDGEE MAY OBTAIN "CONTROL"
THEREOF WITHIN THE MEANING OF SECTION 8-106 OF THE UCC (OR UNDER ANY PROVISION
OF THE UCC AS SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, OR UNDER
THE LAWS OF ANY RELEVANT STATE OTHER THAN THE STATE OF NEW YORK), SUCH PLEDGOR
SHALL TAKE ALL ACTIONS AS MAY BE REQUESTED FROM TIME TO TIME BY THE PLEDGEE SO
THAT "CONTROL" OF SUCH COLLATERAL IS OBTAINED