AUTOMATICALLY TERMINATE AND BE OF NO FURTHER FORCE AND
EFFECT.
5
(E)
AT LEAST THREE BUSINESS DAYS PRIOR TO THE DUE DATE OF EACH OF THE
FIRST SIX SCHEDULED INTEREST PAYMENTS ON THE NOTES, THE GRANTOR SHALL GIVE THE
TRUSTEE NOTICE (BY ISSUER ORDER) AS TO WHETHER SUCH INTEREST PAYMENT WILL BE
MADE PURSUANT TO SECTION 5(A) OR 5(B) ABOVE AND THE RESPECTIVE AMOUNTS OF
INTEREST THAT WILL BE PAID FROM THE PLEDGE ACCOUNT AND FROM GRANTOR FUNDS (IT
BEING UNDERSTOOD THAT THE FAILURE BY THE GRANTOR TO PROVIDE AN ISSUER ORDER
SHALL NOT CONSTITUTE AN EVENT OF DEFAULT). ANY GRANTOR FUNDS TO BE USED TO MAKE
ANY INTEREST PAYMENT (OR PORTION THEREOF) SHALL BE DELIVERED TO THE TRUSTEE, IN
IMMEDIATELY AVAILABLE FUNDS, PRIOR TO 12:00 P.M. (NEW YORK CITY TIME) ON SUCH
INTEREST PAYMENT DATE. IF NO SUCH NOTICE IS GIVEN OR SUCH GRANTOR FUNDS HAVE NOT
BEEN SO DELIVERED, THE TRUSTEE WILL ACT PURSUANT TO SECTION 5(A) ABOVE AS IF IT
HAD RECEIVED AN ISSUER ORDER PURSUANT THERETO FOR THE PAYMENT IN FULL OF THE
INTEREST THEN DUE FROM THE PROCEEDS OF PLEDGED SECURITIES IN THE PLEDGE ACCOUNT.
(F)
IF ON ANY INTEREST PAYMENT DATE THERE ARE INSUFFICIENT PROCEEDS
OF PLEDGED SECURITIES IN THE PLEDGE ACCOUNT TO MAKE THE SCHEDULED PAYMENT OF
INTEREST DUE ON SUCH DATE (AFTER TAKING INTO ACCOUNT ANY GRANTOR FUNDS DELIVERED
TO THE TRUSTEE AS PROVIDED IN SECTION 5(B) ABOVE), THE TRUSTEE SHALL DIRECT THE
PLEDGED SECURITIES INTERMEDIARY TO LIQUIDATE COLLATERAL IN THE PLEDGE ACCOUNT TO
THE EXTENT NECESSARY TO PAY, IN FULL, SUCH SCHEDULED PAYMENT OF INTEREST.
(G)
NOTHING CONTAINED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION
THE PROVISIONS HEREOF REGARDING THE DELIVERY OF ISSUER ORDERS BY THE GRANTOR TO
THE TRUSTEE) SHALL (I) AFFORD THE GRANTOR ANY RIGHT TO ISSUE ENTITLEMENT ORDERS
TO THE PLEDGED SECURITIES INTERMEDIARY OR ANY OTHER PERSON WITH RESPECT TO THE
PLEDGE ACCOUNT OR ANY SECURITY ENTITLEMENT IN RESPECT OF THE PLEDGED SECURITIES,
OR OTHERWISE AFFORD THE GRANTOR CONTROL OF THE PLEDGE ACCOUNT OR ANY SUCH
SECURITY ENTITLEMENT, OR (II) OTHERWISE GIVE RISE TO ANY RIGHTS OF THE GRANTOR
WITH RESPECT TO THE PLEDGE ACCOUNT, THE PLEDGED SECURITIES, OR ANY SECURITY
ENTITLEMENT THERETO, OTHER THAN THE GRANTOR'S RIGHTS UNDER THIS AGREEMENT AS THE
BENEFICIAL OWNER OF COLLATERAL PLEDGED TO AND SUBJECT TO THE EXCLUSIVE DOMINION
AND CONTROL (SUBJECT TO THE TRUSTEE'S OBLIGATIONS TO COMPLY WITH SECTIONS 5(A)
THROUGH (F) AND SECTION 15.9 HEREOF) OF THE TRUSTEE IN ITS CAPACITY AS SUCH (AND
NOT AS A SECURITIES INTERMEDIARY).
THE GRANTOR ACKNOWLEDGES, CONFIRMS AND
AGREES THAT THE TRUSTEE HOLDS A SECURITY INTEREST IN THE PLEDGED SECURITIES
SOLELY AS TRUSTEE FOR THE HOLDERS OF THE NOTES AND NOT AS A SECURITIES
INTERMEDIARY.
(H)
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, PRIOR
TO ANY RELEASE OF ANY COLLATERAL TO THE GRANTOR OR THE GRANTOR'S DESIGNEE, THE
GRANTOR SHALL DELIVER TO THE TRUSTEE SUCH CERTIFICATES, OPINIONS OR OTHER
DOCUMENTS AS MAY BE REQUIRED BY THE INDENTURE OR THE TIA IN CONNECTION WITH SUCH