OR OTHER
MATTERS RELATIVE TO ANY COLLATERAL, WHETHER OR NOT THE TRUSTEE HAS OR IS DEEMED
TO HAVE KNOWLEDGE OF SUCH MATTERS, (B) TAKING ANY NECESSARY STEPS TO PRESERVE
RIGHTS AGAINST ANY PARTIES WITH RESPECT TO ANY COLLATERAL OR (C) INVESTING OR
REINVESTING ANY OF THE COLLATERAL OR ANY LOSS ON ANY INVESTMENT. WITHOUT
LIMITING ANY RIGHTS OF THE TRUSTEE HEREUNDER, THE RIGHTS AND LIMITATIONS UPON
THE LIABILITY OF THE TRUSTEE SET FORTH IN ARTICLE 5 OF THE INDENTURE ARE
EXPRESSLY INCORPORATED HEREIN AND MADE A PART HEREOF AND SHALL EXTEND TO THE
ROLE OF THE TRUSTEE AS PLEDGED SECURITIES INTERMEDIARY.
SECTION 12.
INDEMNITY.
THE GRANTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
THE TRUSTEE, THE PLEDGED SECURITIES INTERMEDIARY AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS,
ACTIONS, OBLIGATIONS, LIABILITIES AND EXPENSES, INCLUDING DEFENSE COSTS,
INVESTIGATIVE FEES AND COSTS, AND LEGAL FEES AND DAMAGES ARISING FROM THEIR
EXECUTION OF OR PERFORMANCE UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH
CLAIM, ACTION, OBLIGATION, LIABILITY OR EXPENSE IS DIRECTLY ATTRIBUTABLE TO THE
BAD FAITH, GROSS
12
NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON. THIS
INDEMNIFICATION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 13.
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING:
(A)
THE TRUSTEE MAY EXERCISE, IN ADDITION TO ALL OTHER RIGHTS GIVEN BY
LAW OR BY THIS AGREEMENT OR THE INDENTURE, ALL OF THE RIGHTS AND REMEDIES WITH
RESPECT TO THE COLLATERAL OF A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE
AS IN EFFECT FROM TIME TO TIME IN ANY RELEVANT JURISDICTION AND ALSO MAY,
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, (I) SELL, REDEEM OR LIQUIDATE ANY OF
THE COLLATERAL, (II) TRANSFER ANY OR ALL OF THE COLLATERAL TO ANY ACCOUNT
DESIGNATED BY THE TRUSTEE, INCLUDING AN ACCOUNT OR ACCOUNTS ESTABLISHED IN THE
TRUSTEE'S NAME, (III) REGISTER TITLE TO ANY COLLATERAL IN ANY NAME SPECIFIED BY
THE TRUSTEE, INCLUDING THE NAME OF THE TRUSTEE OR ANY OF ITS NOMINEES OR AGENTS,
WITHOUT REFERENCE TO ANY INTEREST OF THE GRANTOR, OR (IV) SELL THE COLLATERAL OR
ANY PART THEREOF IN ONE OR MORE PARCELS AT ANY BROKER'S BOARD OR AT PUBLIC OR
PRIVATE SALE, IN ONE OR MORE SALES OR LOTS, AT ANY OF THE TRUSTEE'S OFFICES OR
ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS
AS THE TRUSTEE MAY DEEM COMMERCIALLY REASONABLE.
THE GRANTOR AGREES THAT THE
COLLATERAL IS OF A TYPE CUSTOMARILY SOLD ON RECOGNIZED MARKETS AND, ACCORDINGLY,
THAT NO NOTICE TO ANY PERSON IS REQUIRED BEFORE ANY SALE OF ANY OF THE
COLLATERAL PURSUANT TO THE TERMS OF THIS AGREEMENT; PROVIDED, HOWEVER THAT,
WITHOUT PREJUDICE TO THE FOREGOING, TO THE EXTENT NOTICE OF ANY SUCH SALE SHALL
BE REQUIRED BY LAW, THE GRANTOR AGREES THAT AT LEAST TEN DAYS' NOTICE TO THE
GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE IS TO BE