FOREGOING, THIS AGREEMENT
AND THE GRANT OF A SECURITY INTEREST IN THE COLLATERAL HEREUNDER SECURE, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PAYMENT OF ALL AMOUNTS THAT
CONSTITUTE PART OF THE SECURED OBLIGATIONS AND THAT WOULD BE OWED BY THE GRANTOR
TO THE TRUSTEE OR THE HOLDERS UNDER THE NOTES OR THE INDENTURE BUT FOR THE FACT
THAT THEY ARE UNENFORCEABLE OR NOT ALLOWABLE DUE TO THE EXISTENCE OF A
BANKRUPTCY, REORGANIZATION OR SIMILAR PROCEEDING INVOLVING THE GRANTOR.
SECTION 3.
MAINTAINING THE PLEDGE ACCOUNT.
PRIOR TO OR CONCURRENTLY WITH THE
EXECUTION AND DELIVERY HEREOF AND FOR SO LONG AS ANY SECURED OBLIGATION SHALL
REMAIN OUTSTANDING,
(A)
THE TRUSTEE SHALL ESTABLISH AND MAINTAIN (AND THE PLEDGED
SECURITIES INTERMEDIARY SHALL MAINTAIN AND ADMINISTER IN ACCORDANCE WITH THIS
AGREEMENT) THE PLEDGE ACCOUNT WITH THE PLEDGED SECURITIES INTERMEDIARY AT THE
ACCOUNT OFFICE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. THE PLEDGE
ACCOUNT SHALL AT ALL TIMES BE UNDER THE SOLE DOMINION AND CONTROL OF, AND SHALL
AT ALL TIMES BE SEGREGATED FROM ANY OTHER CUSTODIAL, COLLATERAL OR OTHER
ACCOUNTS MAINTAINED BY, OR UNDER THE DOMINION AND CONTROL OF, THE TRUSTEE;
(B)
IT SHALL BE A TERM AND CONDITION OF THE PLEDGE ACCOUNT,
NOTWITHSTANDING ANY TERM OR CONDITION TO THE CONTRARY IN ANY OTHER AGREEMENT
RELATING TO THE PLEDGE ACCOUNT, AND EXCEPT AS OTHERWISE PROVIDED BY THE
PROVISIONS OF SECTION 5 AND SECTION 15.9 OF THIS AGREEMENT, THAT NO COLLATERAL
(INCLUDING PROCEEDS THEREOF) SHALL BE PAID OR RELEASED FROM THE PLEDGE ACCOUNT
TO OR FOR THE ACCOUNT OF, OR WITHDRAWN BY OR FOR THE ACCOUNT OF, AND NO
ENTITLEMENT ORDERS WITH RESPECT TO ANY OF THE COLLATERAL SHALL BE GIVEN TO THE
PLEDGED SECURITIES INTERMEDIARY BY, THE GRANTOR OR ANY OTHER PERSON OTHER THAN
THE TRUSTEE AS PROVIDED HEREIN;
(C)
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE PLEDGE ACCOUNT
SHALL BE REGISTERED IN THE NAME OF THE TRUSTEE ON THE BOOKS AND RECORDS OF THE
PLEDGED SECURITIES INTERMEDIARY, THE TRUSTEE SHALL BE IDENTIFIED ON SUCH BOOKS
AND RECORDS AS THE ENTITLEMENT HOLDER WITH RESPECT TO ALL SECURITY ENTITLEMENTS
IN ALL FINANCIAL ASSETS FROM TIME TO TIME HELD IN OR CREDITED TO THE PLEDGE
ACCOUNT, AND THE TRUSTEE SHALL HAVE THE SOLE RIGHT TO (I) DELIVER ENTITLEMENT
ORDERS WITH RESPECT TO THE PLEDGE ACCOUNT AND ANY COLLATERAL FROM TIME TO TIME
CREDITED THERETO, DEPOSITED THEREIN OR REPRESENTED THEREBY OR (II) MAKE
WITHDRAWALS FROM THE PLEDGE ACCOUNT OR
3
OTHERWISE EXERCISE ANY OTHER RIGHTS WITH RESPECT TO ANY COLLATERAL FROM TIME TO
TIME CREDITED THERETO OR ON DEPOSIT THEREIN; AND
(D)
THE PLEDGE ACCOUNT SHALL BE SUBJECT TO SUCH APPLICABLE LAWS, AND
SUCH APPLICABLE REGULATIONS OF ANY APPROPRIATE BANKING OR GOVERNMENTAL
AUTHORITY, AS MAY NOW OR HEREAFTER BE IN EFFECT, INCLUDING WITHOUT LIMITATION
ANY APPLICABLE REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM.
SECTION 4.
ACQUISITION OF PLEDGED SECURITIES FOR CREDIT TO THE PLEDGE ACCOUNT.
(A)
ON OR PRIOR TO THE DATE HEREOF, THE GRANTOR SHALL PURCHASE OR
CAUSE