THE BANK (AND AUTHORIZES THE BANK TO FILE, WITHOUT THE SIGNATURE
OF THE BORROWER AND ANY PLEDGOR WHERE PERMITTED BY APPLICABLE LAW) FINANCING
STATEMENTS AND AMENDMENTS THERETO, CONTROL AGREEMENTS, NOTICES, ASSIGNMENTS,
LISTINGS, POWERS, CONSENTS AND OTHER DOCUMENTS REGARDING THE COLLATERAL AND THE
BANK'S SECURITY INTEREST IN THE COLLATERAL IN SUCH JURISDICTION AND IN A FORM AS
THE BANK REASONABLY MAY REQUIRE. EACH LOAN PARTY IRREVOCABLY AUTHORIZES AND
APPOINTS EACH OF THE BANK AND UBS FINANCIAL SERVICES INC., AS COLLATERAL AGENT,
TO ACT AS THEIR AGENT AND ATTORNEY-IN-FACT TO FILE ANY DOCUMENTS OR TO EXECUTE
ANY DOCUMENTS IN THEIR NAME, WITH OR WITHOUT DESIGNATION OF AUTHORITY. EACH LOAN
PARTY ACKNOWLEDGES THAT IT WILL BE OBLIGATED IN RESPECT OF THE DOCUMENTATION AS
IF IT HAD EXECUTED THE DOCUMENTATION ITSELF.
C)
THE BORROWER (AND, IF APPLICABLE, ANY OTHER PLEDGOR ON THE COLLATERAL
ACCOUNT) AGREES TO MAINTAIN IN A COLLATERAL ACCOUNT, AT ALL TIMES, COLLATERAL
HAVING AN AGGREGATE LENDING VALUE AS SPECIFIED BY THE BANK FROM TIME TO TIME.
D)
THE BANK'S SOLE DUTY FOR THE CUSTODY, SAFE KEEPING AND PHYSICAL
PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION WILL BE TO DEAL WITH THE
COLLATERAL IN THE SAME MANNER AS THE BANK DEALS WITH SIMILAR PROPERTY FOR ITS
OWN ACCOUNT. THE BORROWER (AND, IF APPLICABLE, ANY OTHER PLEDGOR ON THE
COLLATERAL ACCOUNT) AGREES THAT THE BANK WILL HAVE NO RESPONSIBILITY TO ACT ON
ANY NOTICE OF CORPORATE ACTIONS OR EVENTS PROVIDED TO HOLDERS OF SECURITIES OR
OTHER INVESTMENT PROPERTY INCLUDED IN THE COLLATERAL. THE BORROWER (AND, IF
APPLICABLE, ANY OTHER PLEDGOR ON THE COLLATERAL ACCOUNT) AGREES TO (I) NOTIFY
THE BANK PROMPTLY UPON RECEIPT OF ANY COMMUNICATION TO HOLDERS OF THE INVESTMENT
PROPERTY DISCLOSING OR PROPOSING ANY STOCK SPLIT, STOCK DIVIDEND, EXTRAORDINARY
CASH DIVIDEND, SPIN-OFF OR OTHER CORPORATE ACTION OR EVENT AS A RESULT OF WHICH
THE BORROWER OR PLEDGOR WOULD RECEIVE SECURITIES, CASH (OTHER THAN ORDINARY CASH
DIVIDENDS) OR OTHER ASSETS IN RESPECT OF THE INVESTMENT PROPERTY, AND
(II) IMMEDIATELY UPON RECEIPT BY THE BORROWER OR PLEDGOR OF ANY OF THESE ASSETS,
CAUSE THEM TO BE CREDITED TO A COLLATERAL ACCOUNT OR DELIVER THEM TO OR AS
DIRECTED BY THE BANK AS ADDITIONAL COLLATERAL.
E)
THE BORROWER (AND, IF APPLICABLE, ANY OTHER PLEDGOR ON THE COLLATERAL
ACCOUNT) AGREES THAT ALL PRINCIPAL, INTEREST, DIVIDENDS, DISTRIBUTIONS, PREMIUMS
OR OTHER INCOME AND OTHER PAYMENTS RECEIVED BY THE BANK OR CREDITED TO THE
COLLATERAL ACCOUNT IN RESPECT OF ANY COLLATERAL MAY BE HELD BY THE BANK AS
ADDITIONAL COLLATERAL OR APPLIED BY THE BANK TO THE CREDIT LINE OBLIGATIONS. THE
BANK MAY CREATE A SECURITY INTEREST IN ANY OF THE COLLATERAL AND MAY, AT ANY
TIME AND AT ITS OPTION, TRANSFER ANY SECURITIES OR OTHER INVESTMENT PROPERTY
CONSTITUTING COLLATERAL TO A SECURITIES ACCOUNT MAINTAINED IN ITS NAME OR CAUSE
ANY COLLATERAL ACCOUNT TO BE REDESIGNATED OR RENAMED IN THE NAME OF THE BANK.
6
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UBS Bank USA
Variable Credit Line Account Number (if applicable)
5V
57978
CP
Fixed Credit Line Account Number:
(if applicable)
5F