Common use of Delivery of Share Certificates and Powers of Attorney Clause in Contracts

Delivery of Share Certificates and Powers of Attorney. Simultaneously with the delivery of this Agreement, each Pledgor is delivering to the Pledgee, all certificated securities (including, without limitation, stock certificates) representing the Pledged Equity Interests, together with related stock powers duly executed in blank by the relevant Pledgor authorizing Pledgee to transfer ownership of such Pledged Equity Interests to a third party in accordance with the terms of this Agreement. Each Pledgor shall promptly deliver to the Pledgee, or cause the Issuer or any Issuing Entity to deliver directly to the Pledgee, (i) share certificates or other instruments representing any Pledged Equity Interests acquired or received by such Pledgor after the date of this Agreement and (ii) related stock powers duly executed in blank by such Pledgor authorizing Pledgee to transfer ownership of any Pledged Equity Interests acquired or received by such Pledgor after the date of this Agreement to a third party in accordance with the terms of this Agreement. For so long as the $7,042,882,605 loan made by The United States Department of the Treasury (“Treasury”) to the Issuer pursuant to that certain $7,042,882,605 Secured Credit Agreement, dated as of the date hereof among the Issuer, the Guarantors party thereto and Treasury (the “Secured Credit Agreement”) is still outstanding delivery of the certificated securities representing the Pledged Equity Interests by the Pledgor to Treasury shall satisfy any delivery requirements in the relevant provisions of Sections 2.1, 2.2 and this Section 2.3. The Noteholder acknowledges that Treasury (or its agents or bailees) shall hold the Collateral as gratuitous bailee for purposes of perfecting its Liens on any part of the Collateral required to be delivered under this Agreement that is in Treasury’s possession or control (or in the possession or control of its agents or bailees), to the extent that possession or control is taken to perfect a Lien thereon under the New York UCC (such bailment being intended, among other things, to satisfy the requirements of Section 8-301(a)(2) and 9-313(c) of the New York UCC).