Common use of Administration of the Collateral Clause in Contracts

Administration of the Collateral. (a) Pledgor may pledge additional Collateral that is, upon delivery to Secured Party, Eligible Collateral hereunder at any time. Concurrently with the delivery of any such additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of an Authorized Officer of Pledgor substantially in form and substance satisfactory to Secured Party and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged, (B) identifying the Confirmation and (C) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs (a), (b), (c), (d) and (e) of Section 3 are true and correct with respect to such Eligible Collateral on and as of the date thereof. Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of Secured Party a valid, first priority, perfected security interest in, and a first lien upon, such additional Eligible Collateral, as to which Secured Party will have (in the case of Collateral consisting of investment property or cash) Control. (b) Any delivery of Collateral by Pledgor to Secured Party shall be effected (i) in the case of Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the Custodian, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Custodian, and the crediting by the Custodian of such securities to a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Secured Party, as entitlement holder, maintained at the Custodian, (ii) in the case of Collateral consisting of Shares or other securities in respect of which security entitlements are held by Pledgor through a securities intermediary (including, without limitation, Secured Party or the Custodian), by the crediting of such Shares or securities or security entitlements in respect thereof, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary and the crediting by the Custodian of such securities or security entitlements in respect thereof to the Collateral Account, (iii) in the case of Collateral consisting of uncertificated Shares or other uncertificated securities registered in the name of Pledgor, by the registering of such Shares or other securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, and the crediting by the Custodian of such securities to the Collateral Account, (iv) in the case of Collateral consisting of cash, by the delivery of such cash to the Collateral Account or (v) in the case of any other Collateral, by complying with such alternative delivery instructions as Secured Party shall provide to Pledgor in writing. The Custodian shall comply at all times with entitlement orders originated by Secured Party concerning the Collateral Account without further consent by Pledgor. Secured Party agrees not to deliver an entitlement order concerning the Collateral Account unless an Event of Default has occurred or as otherwise contemplated by the Transaction Agreement. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between the Custodian and Secured Party, to originate entitlement orders with respect to the Collateral Account and the Collateral or on the Custodian’s obligation to comply with those entitlement orders. (c) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, upon delivery to Secured Party of at least five Business Days’ prior written notice from an Authorized Officer of Pledgor indicating the number of Shares to be released, obtain the release of Shares from the Security Interests to the extent the number of Shares constituting Eligible Collateral exceeds the Maximum Deliverable Number of Shares. (d) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, elect to substitute Cash Collateral for all (but not less than all) of the Shares constituting Collateral at such time, in each case subject to the following terms and conditions: (i) Pledgor shall give Secured Party at least five Business Days’ prior written notice from an Authorized Officer of Pledgor that Pledgor intends to effect such substitution; (ii) Pledgor shall deliver to Secured Party, in accordance with Sections 5(a) and 5(b), Cash Collateral constituting Eligible Collateral having a value (as determined by the Calculation Agent) equal to the Required Percentage of the market value (as determined by the Calculation Agent) of a number of Shares equal to the Maximum Deliverable Number on the date of such delivery; and (iii) Pledgor shall make xxxx-to-market deliveries of additional Cash Collateral so that no Collateral Event of Default shall occur and, upon the request of Pledgor, Secured Party shall release Cash Collateral previously pledged so long as no Collateral Event of Default shall occur as a result of such release. (e) Secured Party may at any time or from time to time after an Event of Default, in its sole discretion, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or Pledgor’s nominee and Secured Party shall promptly give to Pledgor copies of any notices and communications received by Secured Party with respect to Shares pledged hereunder registered, or held through a securities intermediary, in the name of Secured Party or its nominee. (f) Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party: (i) the amount of any taxes that Secured Party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon, and (ii) the amount of any and all out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with (A) the enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Agreement. (g) If, at any time, Pledgor is obligated pursuant to the Transaction Agreement to deliver Shares or other property to or at the direction of Secured Party, unless Pledgor shall have otherwise delivered such Shares or other property in respect of such obligation by 10:00 a.m., New York City time, on the date due, Secured Party shall be entitled to deliver or cause to be delivered to Secured Party or an affiliate of Secured Party from the Collateral Account applicable Shares or other property that satisfy the requirements of the Transaction Agreement, in whole or partial, as the case may be, satisfaction of Pledgor’s obligation to deliver such Shares or other property. Upon any such delivery, Secured Party or such affiliate of Secured Party shall hold such Shares or other property absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of Pledgor). (h) Notwithstanding anything to the contrary in this Agreement or the Transaction Agreement, Secured Party shall have no right to rehypothecate the Collateral prior to an Event of Default. (i) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder or, if applicable, other delivery of any Collateral upon settlement of any transaction in connection with the Transaction Agreement, Pledgor shall be treated as the owner of such Collateral for U.S. federal, state and local tax purposes.

Administration of the Collateral. (a) Pledgor may pledge additional Collateral that is, upon delivery to Secured Party, Eligible Collateral hereunder at any time. Concurrently with the delivery of any such additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of an Authorized Officer of Pledgor substantially in form and substance satisfactory to Secured Party and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged, (B) identifying the Confirmation and (C) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs (a), (b), (c), (d) and (e) of Section 3 are true and correct with respect to such Eligible Collateral on and as of the date thereof. Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of Secured Party a valid, first priority, perfected security interest in, and a first lien upon, such additional Eligible Collateral, as to which Secured Party will have (in the case of Collateral consisting of investment property or cash) Control. (bi) Any delivery of Collateral by Pledgor to Secured Party shall be effected any securities or security entitlements (i) in the case of Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the Custodian, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Custodian, and the crediting by the Custodian of such securities to a securities account (each as defined in Section 8-501 102 of the UCC) (the “as Collateral Account”) of Secured Party, as entitlement holder, maintained at the Custodian, (ii) in the case of Collateral consisting of Shares or other securities in respect of which security entitlements are held pursuant to this Annex A by Pledgor through a securities intermediary (including, without limitation, Secured Party or the Custodian), Counterparty shall be effected by the crediting of such Shares or securities or security entitlements in respect thereofsecurities, accompanied by any required transfer tax stamps, to a securities account the Collateral Account or, at the option of the Custodian Dealer, at such another securities intermediary satisfactory to Dealer and the crediting by Dealer of the Custodian of such securities or security entitlements in respect thereof to the Collateral Account, (iii) in the case of Collateral consisting of uncertificated Shares or other uncertificated securities registered in the name of Pledgor, by the registering of such Shares or other securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, and the crediting by the Custodian of such securities to the Collateral Account, (iv) in the case of Collateral consisting of cash, by the delivery of such cash to the Collateral Account or (v) in the case of any other Collateralcase, by complying with such alternative delivery instructions as Secured Party Dealer shall provide to Pledgor Counterparty in writing. The Custodian shall comply at all times with entitlement orders originated by Secured Party concerning the Collateral Account without further consent by Pledgor. Secured Party agrees not to deliver an entitlement order concerning the Collateral Account unless an Event of Default has occurred or as otherwise contemplated by the Transaction Agreement. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between the Custodian and Secured Party, to originate entitlement orders with respect to the Collateral Account and the Collateral or on the Custodian’s obligation to comply with those entitlement orders. (c) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, upon delivery to Secured Party of at least five Business Days’ prior written notice from an Authorized Officer of Pledgor indicating the number of Shares to be released, obtain the release of Shares from the Security Interests to the extent the number of Shares constituting Eligible Collateral exceeds the Maximum Deliverable Number of Shares. (d) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, elect to substitute Cash Collateral for all (but not less than all) of the Shares constituting Collateral at such time, in each case subject to the following terms and conditions: (i) Pledgor shall give Secured Party at least five Business Days’ prior written notice from an Authorized Officer of Pledgor that Pledgor intends to effect such substitution; (ii) Pledgor shall deliver to Secured Party, in accordance with Sections 5(a) and 5(b), Cash Collateral constituting Eligible Collateral having a value (as determined by the Calculation Agent) equal to the Required Percentage of the market value (as determined by the Calculation Agent) of a number of Shares equal to the Maximum Deliverable Number on the date of such delivery; and (iii) Pledgor shall make xxxx-to-market deliveries of additional Cash Collateral so that no Collateral Event of Default shall occur and, upon the request of Pledgor, Secured Party shall release Cash Collateral previously pledged so long as no Collateral Event of Default shall occur as a result of such release. (e) Secured Party may at any time or from time to time after an Event of Default, in its sole discretion, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or Pledgor’s nominee and Secured Party shall promptly give to Pledgor copies of any notices and communications received by Secured Party with respect to Shares pledged hereunder registered, or held through a securities intermediary, in the name of Secured Party or its nominee. (f) Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party: (i) the amount of any taxes that Secured Party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon, and (ii) the amount of any and all out-of-pocket expensesIf Physical Settlement is applicable, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with then unless (Ai) the enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Agreement. (g) If, at any time, Pledgor is obligated pursuant to the Transaction Agreement to deliver Shares or other property to or at the direction of Secured Party, unless Pledgor shall have otherwise delivered such Shares or other property in respect of such obligation by 10:00 a.m.A.M., New York City time, on any Settlement Date Counterparty has otherwise effected delivery of the date due, Secured Party shall be entitled to deliver or cause Number of Shares to be delivered Delivered for such Settlement Date or (ii) the Collateral then held hereunder in the Collateral Account does not include Shares with respect to Secured Party which the representations and agreements set forth in Section 9.11 of the Equity Definitions are true and satisfied (or, at the absolute discretion of Dealer, Shares with respect to which such representations, and agreements are not true or an affiliate satisfied), then the Securities Intermediary, at the direction of Secured Party Dealer, shall deliver to Dealer, as principal hereunder, from the Collateral Account applicable Shares or other property that satisfy the requirements of the Transaction AgreementAccount, in whole complete or partial, as the case may be, satisfaction of PledgorCounterparty’s obligation obligations to deliver Shares to Dealer, a number of Shares then held in the Collateral Account, not to exceed the Number of Shares to be Delivered for such Shares or other propertySettlement Date. Upon any such delivery, Secured Party or such affiliate of Secured Party Dealer, as principal, shall hold such Shares or other property absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of PledgorCounterparty). Upon delivery of the Number of Shares to be Delivered on a Settlement Date (whether via delivery from the Collateral Account or otherwise) any Shares, cash or other financial assets credited to the Collateral Account in excess of the amounts required to be delivered on the Settlement Date shall thereupon be released to Counterparty, except for any such Shares or other assets that expressly relate to a different Tranche which has not yet matured (which would be the case where an Acceleration Event has occurred, the Acceleration Shares have been delivered but neither party has designated an Early Termination Date in respect of the relevant Acceleration ATE). For the avoidance of doubt, delivery of restricted stock which may, at the time of delivery, be immediately sold by Dealer pursuant to Rule 144(b)(1)(i) (assuming for such purposes that Dealer is not an “affiliate” of Issuer as defined under Rule 144) is not in violation of the representations and agreements set forth in Section 9.11 of the Equity Definitions. (hiii) Notwithstanding anything Without limiting any other means of perfecting Dealer’s security interest in the Collateral Account and any financial assets or other property now or hereafter held in or credited to the contrary Collateral Account, any securities intermediary, including Dealer and the Securities Intermediary, will comply with entitlement orders (as defined in this Agreement or Section 8-102(a)(8) of the Transaction Agreement, Secured Party shall have no right to rehypothecate the Collateral prior to an Event of DefaultNew York UCC) originated by Dealer without further consent by Counterparty. (i) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder or, if applicable, other delivery of any Collateral upon settlement of any transaction in connection with the Transaction Agreement, Pledgor shall be treated as the owner of such Collateral for U.S. federal, state and local tax purposes.

Administration of the Collateral. (a) Pledgor may pledge additional Collateral that is, upon delivery to Secured Party, Eligible Collateral hereunder at any time. Concurrently with the delivery of any such additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of an Authorized Officer of Pledgor substantially in form and substance satisfactory to Secured Party and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged, (B) identifying the Confirmation and (C) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs (a), (b), (c), (d) and (e) of Section 3 are true and correct with respect to such Eligible Collateral on and as of the date thereof. Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of Secured Party a valid, first priority, perfected security interest in, and a first lien upon, such additional Eligible Collateral, as to which Secured Party will have (in the case of Collateral consisting of investment property or cash) Control. (b) Any delivery of Collateral by Pledgor to Secured Party shall be effected (i) in the case of Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the Custodian, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to the Custodian, and the crediting by the Custodian of such securities to a securities account (as defined in Section 8-501 of the UCC) (the “Collateral Account”) of Secured Party, as entitlement holder, maintained at the Custodian, (ii) in the case of Collateral consisting of Shares or other securities in respect of which security entitlements are held by Pledgor through a securities intermediary (including, without limitation, Secured Party or the Custodian), by the crediting of such Shares or securities or security entitlements in respect thereof, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary and the crediting by the Custodian of such securities or security entitlements in respect thereof to the Collateral Account, (iii) in the case of Collateral consisting of uncertificated Shares or other uncertificated securities registered in the name of Pledgor, by the registering of such Shares or other securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, and the crediting by the Custodian of such securities to the Collateral Account, (iv) in the case of Collateral consisting of cash, by the delivery of such cash to the Collateral Account or (v) in the case of any other Collateral, by complying with such alternative delivery instructions as Secured Party shall provide to Pledgor in writing. The Custodian shall comply at all times with entitlement orders originated by Secured Party concerning the Collateral Account without further consent by Pledgor. Secured Party agrees not to deliver an entitlement order concerning the Collateral Account unless an Event of Default has occurred or as otherwise contemplated by the Transaction Agreement. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between the Custodian and Secured Party, to originate entitlement orders with respect to the Collateral Account and the Collateral or on the Custodian’s obligation to comply with those entitlement orders. (c) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, upon delivery to Secured Party of at least five Business Days’ prior written notice from an Authorized Officer of Pledgor indicating the number of Shares to be released, obtain the release of Shares from the Security Interests to the extent the number of Shares constituting Eligible Collateral exceeds the Maximum Deliverable Number of Shares. (d) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, elect to substitute Cash Collateral for all (but not less than all) of the Shares constituting Collateral at such time, in each case subject to the following terms and conditions: (i) Pledgor shall give Secured Party at least five Business Days’ prior written notice from an Authorized Officer of Pledgor that Pledgor intends to effect such substitution; (ii) Pledgor shall deliver to Secured Party, in accordance with Sections 5(a) and 5(b), Cash Collateral constituting Eligible Collateral having a value (as determined by the Calculation Agent) equal to the Required Percentage of the market value (as determined by the Calculation Agent) of a number of Shares equal to the Maximum Deliverable Number on the date of such delivery; and (iii) Pledgor shall make xxxx-to-market deliveries of additional Cash Collateral so that no Collateral Event of Default shall occur and, upon the request of Pledgor, Secured Party shall release Cash Collateral previously pledged so long as no Collateral Event of Default shall occur as a result of such release.[Reserved] (e) Secured Party may at any time or from time to time after an Event following the occurrence and during the continuation of Defaulta Default Event, in its sole discretion, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or PledgorXxxxxxx’s nominee and Secured Party shall promptly give to Pledgor copies of any notices and communications received by Secured Party with respect to Shares pledged hereunder registered, or held through a securities intermediary, in the name of Secured Party or its nominee. (f) Pledgor Each of Custodian and Secured Party shall have the right to deduct or withhold from any payment under this Agreement the amounts required to be deducted or withheld under applicable law. Xxxxxxx agrees that Pledgor Xxxxxxx shall forthwith upon demand pay to Custodian or Secured Party, as applicable: (i) the amount of any taxes taxes, including withholding taxes, that Secured Party such party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon, and (ii) the amount of any and all reasonable out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with (A) the enforcement of this Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 51% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Agreement. (g) If, at any time, Pledgor is obligated pursuant to the Transaction Agreement to deliver Shares or other property to or at the direction of Secured Party, unless Pledgor shall have otherwise delivered such Shares or other property in respect of such obligation by 10:00 a.m., New York City time, on the date due, Secured Party shall be entitled to deliver or cause to be delivered to Secured Party or an affiliate of Secured Party from the Collateral Account applicable Shares or other property that satisfy the requirements of the Transaction Agreement, in whole or partial, as the case may be, satisfaction of Pledgor’s obligation to deliver such Shares or other property. Upon any such delivery, Secured Party or such affiliate of Secured Party shall hold such Shares or other property absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of Pledgor). (h) Notwithstanding anything to the contrary in this Agreement or the Transaction Agreement, Secured Party shall have no right to rehypothecate the Collateral prior to an Event of Default. (i) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder or, if applicable, other delivery of any Collateral upon settlement of any transaction in connection with the Transaction Agreementhereunder, Pledgor shall be treated as the owner of such Collateral for U.S. federal, state and local tax purposes.

Administration of the Collateral. (a) Pledgor may pledge additional Collateral that is, upon delivery to Secured Party, Eligible Collateral hereunder at any time. Concurrently with the delivery of any such additional Eligible Collateral, Pledgor shall deliver to Secured Party a certificate of an Authorized Officer of Pledgor substantially in form and substance satisfactory to Secured Party and dated the date of such delivery, (A) identifying the additional items of Eligible Collateral being pledged, (B) identifying the Confirmation and (C) certifying that with respect to such items of additional Eligible Collateral the representations and warranties contained in paragraphs (a), (b), (c), (d) and (e) of Section 3 are true and correct with respect to such Eligible Collateral on and as of the date thereof. Pledgor hereby covenants and agrees to take all actions required under Section 5(b) and any other actions necessary to create for the benefit of Secured Party a valid, first priority, perfected security interest in, and a first lien upon, such additional Eligible Collateral, as to which Secured Party will have (in the case of Collateral consisting of investment property or cash) Control. (b) Any delivery of Shares as Collateral by Pledgor to Secured Party or its Custodian by Pledgor shall be effected (i) in the case of Collateral consisting of certificated Shares or other certificated securities registered in the name of Pledgor, by delivery of certificates representing such Shares or other securities to the CustodianSecured Party, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to Secured Party. Upon delivery of any such Pledged Shares under this Pledge Agreement, Secured Party shall examine (or cause the Custodian, examination of) such Pledged Shares and assignment to determine that they comply as to form with the crediting by the Custodian of such securities to a securities account requirements for Eligible Collateral. (as defined in Section 8-501 b) Within one Business Day of the UCClater of (i) (the “Collateral Account”) of Secured Party, as entitlement holder, maintained at the Custodian, Over-allotment Option Exercise Date and (ii) in the case of Collateral consisting of Shares or other securities in respect of last day on which security entitlements are held by Pledgor through a securities intermediary (includingthe Over-allotment Option may be exercised, without limitation, Secured Party or the Custodian), by the crediting of such Shares or securities or security entitlements in respect thereof, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary and the crediting by the Custodian of such securities or security entitlements in respect thereof to the Collateral Account, (iii) in the case of Collateral consisting of uncertificated Shares or other uncertificated securities registered in the name of Pledgor, by the registering of such Shares or other securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, and the crediting by the Custodian of such securities to the Collateral Account, (iv) in the case of Collateral consisting of cash, by the delivery of such cash to the Collateral Account or (v) in the case of any other Collateral, by complying with such alternative delivery instructions as Secured Party shall provide to Pledgor in writing. The Custodian shall comply at all times with entitlement orders originated by Secured Party concerning cause the Collateral Account without further consent by Pledgor. Secured Party agrees not to deliver an entitlement order concerning the Collateral Account unless an Event of Default has occurred or as otherwise contemplated by the Transaction Agreement. The foregoing covenant is for the benefit of Pledgor only and will not be deemed to constitute a limitation on Secured Party’s right, as between the Custodian and Secured Party, to originate entitlement orders with respect return to the Collateral Account and the Collateral or on the Custodian’s obligation to comply with those entitlement orders. (c) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, upon delivery to Secured Party of at least five Business Days’ prior written notice from an Authorized Officer of Pledgor indicating the number of Shares to be released, obtain the release of Shares from the Security Interests to the extent the number of Shares constituting Eligible Collateral exceeds the Maximum Deliverable Number of Shares. (d) Pledgor may at any time, so long as no Default Event or failure by Pledgor to meet any of its obligations under Sections 4 or 5 hereof shall have occurred and be continuing, elect to substitute Cash Collateral for all (but not less than all) of the Shares constituting Collateral at such time, in each case subject to the following terms and conditions: (i) Pledgor shall give Secured Party at least five Business Days’ prior written notice from an Authorized Officer of Pledgor that Pledgor intends to effect such substitution; (ii) Pledgor shall deliver to Secured Party, in accordance with Sections 5(a) and 5(b), Cash Collateral constituting Eligible Collateral having a value (as determined by the Calculation Agent) equal to the Required Percentage of the market value (as determined by the Calculation Agent) of a number of Shares equal to the Maximum Deliverable difference, if any, between the Initial Number and the number of Party A Equity Portfolio Assets on such day. Such returned Shares shall be fully released and discharged from the date of Security Interests (and Schedule 1 shall be deemed amended to reflect such delivery; and release). (iiic) Pledgor shall make xxxx-to-market deliveries of additional Cash Collateral so If on any Business Day Secured Party determines that no a Collateral Event of Default shall occur and, upon the request of Pledgorhave occurred, Secured Party shall release Cash Collateral previously pledged so long as no Collateral Event of Default shall occur as a result promptly notify Pledgor of such releasedetermination by telephone call to Pledgor or, if Pledgor is not a natural person, an Authorized Officer of Pledgor followed by a written confirmation of such call. (d) Unless and until Secured Party is entitled to exercise its remedies with respect to Collateral as set forth below, Secured Party shall not be entitled to pledge, rehypothecate or further assign any Collateral without Pledgor's prior written consent. (e) Secured Party may at any time or exchange Pledged Share certificates for certificates of smaller denominations from time to time after an Event as it deems desirable in order to facilitate the release or sale of DefaultPledged Shares as set forth in this Pledge Agreement. Each such exchange shall be at the expense of Pledgor, in its sole discretion, cause any or all of the Collateral pledged hereunder not registered in the name of Secured Party or its nominee and Schedule 1 shall be deemed amended to be transferred of record into the name of Secured Party or its nominee. Pledgor shall promptly give to Secured Party copies of any notices or other communications received by Pledgor with respect to Collateral pledged hereunder registered in the name of Pledgor or Pledgor’s nominee and Secured Party shall promptly give to Pledgor copies of any notices and communications received by Secured Party with respect to Shares pledged hereunder registered, or held through a securities intermediary, in the name of Secured Party or its nomineereflect each such exchange. (f) Pledgor agrees that Pledgor shall forthwith upon demand pay to Secured Party: (i) i. the amount of any taxes that Secured Party may have been required to pay by reason of the Security Interests or to free any of the Collateral from any Lien thereon, and (ii) . the amount of any and all out-of-pocket expenses, including the fees and disbursements of counsel and of any other experts, that Secured Party may incur in connection with (A) the enforcement of this Pledge Agreement, including such expenses as are incurred to preserve the value of the Collateral and the validity, perfection, rank and value of the Security Interests, (B) the collection, sale or other disposition of any of the Collateral, (C) the exercise by Secured Party of any of the rights conferred upon it hereunder or (D) any Default Enforcement Event. Any such amount not paid on demand shall bear interest (computed on the basis of a year of 360 days and payable for the actual number of days elapsed) at a rate per annum equal to 5% plus the prime rate as published in The Wall Street Journal, Eastern Edition in effect from time to time during the period from the date hereof to the date of the termination of this Pledge Agreement. (g) If, at any time, Pledgor is obligated pursuant to the Transaction Agreement to deliver Shares or other property to or at the direction of Secured Party, unless Pledgor shall have otherwise delivered such Shares or other property in respect of such obligation by 10:00 a.m., New York City time, on the date due, Secured Party shall be entitled to deliver or cause to be delivered to Secured Party or an affiliate of Secured Party from the Collateral Account applicable Shares or other property that satisfy the requirements of the Transaction Agreement, in whole or partial, as the case may be, satisfaction of Pledgor’s obligation to deliver such Shares or other property. Upon any such delivery, Secured Party or such affiliate of Secured Party shall hold such Shares or other property absolutely and free from any claim or right whatsoever (including, without limitation, any claim or right of Pledgor). (h) Notwithstanding anything to the contrary in this Agreement or the Transaction Agreement, Secured Party shall have no right to rehypothecate the Collateral prior to an Event of Default. (i) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder or, if applicable, other delivery of any Collateral upon settlement of any transaction in connection with the Transaction Agreement, Pledgor shall be treated as the owner of such Collateral for U.S. federal, state and local tax purposes.