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(c) Acquisition Fund Custodian hereby represents and warrants (a) that the records of <br />Acquisition Fund Custodian show that Purchaser is the sole owner of the Collateral, (b) that <br />Acquisition Fund Custodian has not been served with any notice of levy or received any notice <br />of any security interest in or other claim to the Collateral, or any portion of the Collateral, other <br />than Lender's claim pursuant to this Agreement, and (c) that Acquisition Fund Custodian is not <br />presently obligated to accept any entitlement order from any person with respect to the <br />Collateral, except for entitlement orders that Acquisition Fund Custodian is obligated to accept <br />from Lender under this Agreement and entitlement orders that Acquisition Fund Custodian, <br />subject to the provisions of paragraph (e) below, is obligated to accept from Purchaser. <br />(d) Without the prior written consent of Lender, Acquisition Fund Custodian will not <br />enter into =any agreement by °which Acquisition' Fund Custodian -agrees to comply with any <br />entitlement order of any person other than Lender or, subject to the provisions of paragraph (e) <br />below, Purchaser, with respect to any portion or ali of the Collateral. Acquisition Fund <br />Custodian shall promptly notify Lender if any person requests Acquisition Fund Custodian to <br />enter into any such agreement or otherwise asserts or seeks to assert a lien, encumbrance or <br />adverse claim against any portion or all of the Collateral. <br />(e) Except as otherwise provided in this paragraph (e) and subject to Section 1(b) <br />hereof, Acquisition Fund Custodian may allow Purchaser to effect sales, trades, transfers and <br />exchanges of Collateral within the Acquisition Fund, but will not, without the prior written <br />consent of Lender, allow Purchaser to withdraw any Collateral from'the Acquisition Fund except <br />to disburse funds in accordance with Section 2(c) hereof. Acquisition Fund Custodian <br />acknowledges that Lender reserves the right, by delivery of written notice to Acquisition Fund <br />Custodian, to prohibit Purchaser from effecting any withdrawals (including withdrawals of <br />ordinary cash dividends and interest income), sales, trades, transfers or exchanges of any <br />Collateral held in the Acquisition Fund. Further, Acquisition Fund Custodian hereby agrees to <br />comply with any and all written instructions delivered by Lender to Acquisition Fund Custodian <br />(once it has had a reasonable opportunity to comply therewith) and has no obligation to, and will <br />not, investigate the reason for any action taken by Lender, the amount of any obligations of <br />Purchaser to Lender, the validity of any of Lender's claims against or agreements with <br />Purchaser, the existence of any defaults under such agreements, or any other matter. <br />(f) Purchaser hereby irrevocably authorizes Acquisition Fund Custodian to comply <br />with all instructions and entitlement orders delivered by Lender to Acquisition Fund Custodian. <br />- (g) Acquisition Fund Custodian will not attempt'to assert control, and does not claim <br />and will not accept any security or other interest in, any part of the Collateral, and Acquisition <br />Fund Custodian will not exercise, enforce or attempt to enforce any right of setoff against the <br />Collateral, or otherwise charge or deduct from the Collateral any amount whatsoever. <br />(h) Acquisition Fund Custodian and Purchaser hereby agree that any property held in <br />the Acquisition Fund shall be treated as a financial asset under such section of the Commercial <br />Code as corresponds with Section 8-102 of the Uniform Commercial Code, notwithstanding any <br />contrary provision of any other agreement to which Acquisition Fund Custodian may be a party. <br />#765698v2 (BAPCC/N Carolina Installment Purch Agmt) A-5 <br />