AND THE RIGHTS OF THE
SECURITIES INTERMEDIARY UNDER ANY ACCOUNT AGREEMENT, THE BORROWER AND EACH
RELEVANT PLEDGOR OWNS THE COLLATERAL, FREE OF ANY INTEREST, LIEN OR SECURITY
INTEREST IN FAVOR OF ANY THIRD PARTY AND FREE OF ANY IMPEDIMENT TO TRANSFER,
B)
EACH LOAN PARTY: (I) IF A NATURAL PERSON, IS OF THE AGE OF MAJORITY,
(II) IS AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT AND ANY RELATED AGREEMENT, (III) IS NOT AN
EMPLOYEE BENEFIT PLAN, AS THAT TERM IS DEFINED BY THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, OR AN INDIVIDUAL RETIREMENT CREDIT LINE ACCOUNT (AND NONE
OF THE COLLATERAL IS AN ASSET OF A PLAN OR ACCOUNT), AND (IV) UNLESS THE LOAN
PARTY ADVISES THE BANK TO THE CONTRARY, IN WRITING, AND PROVIDES THE BANK WITH A
LETTER OF APPROVAL, WHERE REQUIRED, FROM ITS EMPLOYER, IS NOT AN EMPLOYEE OR
MEMBER OF ANY EXCHANGE OR OF ANY CORPORATION OR FIRM ENGAGED IN THE BUSINESS OF
DEALING, EITHER AS A BROKER OR AS PRINCIPAL, IN SECURITIES, BILLS OF EXCHANGE,
ACCEPTANCES OR OTHER FORMS OF COMMERCIAL PAPER,
C)
NEITHER THE BORROWER NOR ANY PLEDGOR ON THE COLLATERAL ACCOUNT HAS
PLEDGED OR WILL PLEDGE THE COLLATERAL OR GRANT A SECURITY INTEREST IN THE
COLLATERAL TO ANY PARTY OTHER THAN THE BANK OR THE SECURITIES INTERMEDIARY, OR
HAS PERMITTED OR WILL PERMIT THE COLLATERAL TO BECOME SUBJECT TO ANY LIENS OR
ENCUMBRANCES (OTHER THAN THOSE OF THE BANK AND THE SECURITIES INTERMEDIARY),
DURING THE TERM OF THIS AGREEMENT,
D)
NO LOAN PARTY IS IN DEFAULT UNDER ANY MATERIAL CONTRACT, JUDGMENT, DECREE
OR ORDER TO WHICH IT IS A PARTY OR BY WHICH IT OR ITS PROPERTIES MAY BE BOUND,
E)
EACH LOAN PARTY HAS DULY FILED ALL TAX AND INFORMATION RETURNS REQUIRED
TO BE FILED AND HAS PAID ALL TAXES, FEES, ASSESSMENTS AND OTHER GOVERNMENTAL
CHARGES OR LEVIES THAT HAVE BECOME DUE AND PAYABLE, EXCEPT TO THE EXTENT SUCH
TAXES OR OTHER CHARGES ARE BEING CONTESTED IN GOOD FAITH AND ARE ADEQUATELY
RESERVED AGAINST IN ACCORDANCE WITH GAAP.
F)
THE BORROWER AND EACH RELEVANT PLEDGOR (I) IS AND AT ALL TIMES WILL
CONTINUE TO BE THE LEGAL AND BENEFICIAL OWNER OF ALL ASSETS HELD IN OR CREDITED
TO ANY COLLATERAL ACCOUNT OR OTHERWISE INCLUDED IN THE COLLATERAL, AND (II) DOES
NOT HOLD ANY ASSETS HELD IN OR CREDITED TO ANY COLLATERAL ACCOUNT OR OTHERWISE
INCLUDED IN THE COLLATERAL IN TRUST OR SUBJECT TO ANY CONTRACTUAL OR OTHER
RESTRICTIONS ON USE THAT WOULD PREVENT THE USE OF SUCH ASSETS TO (A) REPAY THE
BANK OR (B) BE PLEDGED AS COLLATERAL IN FAVOR OF THE BANK,
THE PROVISIONS OF THIS SECTION 11 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT
OR ANY RELATED AGREEMENT AND THE REPAYMENT OF THE CREDIT LINE OBLIGATIONS.
12)
INDEMNIFICATION; LIMITATION ON LIABILITY OF THE BANK AND THE SECURITIES
INTERMEDIARY
Borrower agrees to indemnify and hold harmless the Bank and the Securities
Intermediary, their affiliates and their respective directors, officers, agents
and