ACCOUNT BE REGISTERED IN THE NAME OF,
PAYABLE TO OR TO THE ORDER OF, OR ENDORSED TO, THE GRANTOR, EXCEPT TO THE EXTENT
THE FOREGOING HAVE BEEN SUBSEQUENTLY ENDORSED BY THE GRANTOR TO THE PLEDGED
SECURITIES INTERMEDIARY OR IN BLANK.
(E)
IT (I) SHALL, UPON WRITTEN DIRECTION FROM THE TRUSTEE, AS
ENTITLEMENT HOLDER WITH RESPECT TO THE PLEDGE ACCOUNT, THE PLEDGED SECURITIES
AND ALL OTHER COLLATERAL, AND WITHOUT FURTHER CONSENT FROM THE GRANTOR, COMPLY
WITH ALL INSTRUCTIONS, ENTITLEMENT ORDERS AND DIRECTIONS OF ANY KIND ORIGINATED
BY THE TRUSTEE CONCERNING THE COLLATERAL, INCLUDING WITHOUT LIMITATION
DIRECTIONS TO LIQUIDATE OR OTHERWISE DISPOSE OF THE COLLATERAL AS AND TO THE
EXTENT DIRECTED BY THE TRUSTEE AND TO PAY OVER TO THE TRUSTEE, OR AS OTHERWISE
DIRECTED BY THE TRUSTEE, ALL PROCEEDS AND OTHER VALUE THEREFROM OR OTHERWISE
DISTRIBUTED WITH RESPECT THERETO, WITHOUT ANY SET-OFF OR DEDUCTION, AND (II)
7
SHALL NOT, EXCEPT AS OTHERWISE DIRECTED IN WRITING BY THE TRUSTEE, AS
ENTITLEMENT HOLDER WITH RESPECT TO THE PLEDGE ACCOUNT, THE PLEDGED SECURITIES
AND ALL OTHER COLLATERAL, COMPLY OR AGREE TO COMPLY WITH ANY INSTRUCTIONS,
ENTITLEMENT ORDERS OR DIRECTIONS OF ANY KIND THAT ARE ORIGINATED BY THE GRANTOR
OR ANY OTHER PERSON WITH RESPECT TO ANY OF THE COLLATERAL.
(F)
EXCEPT FOR THE CLAIMS AND INTERESTS OF THE TRUSTEE UNDER THIS
AGREEMENT AND THE RIGHTS OF THE GRANTOR VIS-À-VIS THE TRUSTEE HEREUNDER, IT DOES
NOT KNOW OF ANY CLAIM TO OR SECURITY INTEREST OR OTHER INTEREST IN THE
COLLATERAL.
(G)
IT HEREBY WAIVES ITS RIGHTS TO SET OFF ANY OBLIGATIONS OF THE
GRANTOR TO IT AGAINST ANY OR ALL OF THE COLLATERAL, AND HEREBY AGREES THAT ANY
AND ALL LIENS, ENCUMBRANCES, CLAIMS OR SECURITY INTERESTS WHICH IT MAY HAVE
AGAINST THE COLLATERAL, EITHER NOW OR IN THE FUTURE, ARE AND SHALL BE
SUBORDINATE AND JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL
SECURED OBLIGATIONS.
SECTION 7.
REPRESENTATIONS AND WARRANTIES.
THE GRANTOR HEREBY REPRESENTS AND
WARRANTS THAT:
(A)
THE EXECUTION AND DELIVERY BY THE GRANTOR OF, AND THE PERFORMANCE
BY THE GRANTOR OF ITS OBLIGATIONS UNDER, THIS AGREEMENT WILL NOT CONTRAVENE ANY
PROVISION OF APPLICABLE LAW OR THE ARTICLES OF INCORPORATION OR BY-LAWS OF THE
GRANTOR OR ANY MATERIAL AGREEMENT OR OTHER MATERIAL INSTRUMENT BINDING UPON THE
GRANTOR OR ANY JUDGMENT, ORDER OR DECREE OF ANY GOVERNMENTAL BODY, AGENCY OR
COURT HAVING JURISDICTION OVER THE GRANTOR, OR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN ON ANY ASSETS OF THE GRANTOR, EXCEPT FOR THE SECURITY
INTERESTS GRANTED UNDER THIS AGREEMENT.
(B)
NO CONSENT OF ANY OTHER PERSON AND NO APPROVAL, AUTHORIZATION OR
ORDER OF, ACTION BY OR QUALIFICATION WITH, ANY GOVERNMENTAL AUTHORITY,
REGULATORY BODY, AGENCY OR OTHER THIRD PARTY IS REQUIRED (I) FOR THE EXECUTION,
DELIVERY OR PERFORMANCE BY THE GRANTOR OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR (II) FOR THE GRANT BY THE GRANTOR OF THE SECURITY INTERESTS CREATED BY THIS
AGREEMENT.
TO THE BEST OF GRANTOR'S KNOWLEDGE, NO CONSENT OF ANY OTHER PERSON
AND NO APPROVAL,