WITHIN A "SPECIAL FLOOD HAZARD AREA").
THE
AMOUNT OF ALL INSURANCE REQUIRED BY THIS SECTION SHALL AT A MINIMUM COMPLY WITH
APPLICABLE LAW, INCLUDING THE FLOOD DISASTER PROTECTION ACT OF 1973, AS AMENDED.
ALL PREMIUMS ON SUCH INSURANCE SHALL BE PAID WHEN DUE BY SUCH GRANTOR, AND
COPIES OF THE POLICIES DELIVERED TO THE AGENT.
IF ANY GRANTOR FAILS TO OBTAIN
ANY INSURANCE AS REQUIRED BY THIS SECTION, THE AGENT AT THE DIRECTION OF THE
REQUIRED LENDERS MAY OBTAIN SUCH INSURANCE AT THE BORROWER'S EXPENSE.
BY
PURCHASING SUCH INSURANCE, THE AGENT SHALL NOT BE DEEMED TO HAVE WAIVED ANY
DEFAULT ARISING FROM THE GRANTORS' FAILURE TO MAINTAIN SUCH INSURANCE OR PAY ANY
PREMIUMS THEREFOR.
(B)
ALL INSURANCE POLICIES REQUIRED UNDER
SECTION 5.10 OF THE TERM LOAN CREDIT AGREEMENT SHALL NAME THE AGENT (FOR THE
BENEFIT OF THE SECURED PARTIES) AS AN ADDITIONAL INSURED OR AS LOSS PAYEE, AS
APPLICABLE, AND SHALL CONTAIN LOSS PAYABLE CLAUSES OR MORTGAGEE CLAUSES, THROUGH
ENDORSEMENTS IN FORM AND SUBSTANCE SATISFACTORY TO THE AGENT, WHICH PROVIDE
THAT: (I) SUBJECT TO THE INTERCREDITOR AGREEMENT, ALL PROCEEDS THEREUNDER WITH
RESPECT TO ANY COLLATERAL SHALL BE PAYABLE TO THE AGENT; (II) NO SUCH INSURANCE
SHALL BE AFFECTED BY ANY ACT OR NEGLECT OF THE INSURED OR OWNER OF THE PROPERTY
DESCRIBED IN SUCH POLICY; AND (III) SUCH POLICY AND LOSS PAYABLE OR MORTGAGEE
CLAUSES MAY BE CANCELED, AMENDED, OR TERMINATED ONLY UPON AT LEAST THIRTY (30)
DAYS PRIOR WRITTEN NOTICE GIVEN TO THE AGENT.
SECTION 4.11.
CERTAIN ACCOUNTS.
EACH GRANTOR SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO TRANSFER OWNERSHIP OF (I) THE HSBC CREDIT
CARD RECEIVABLES ACCOUNTS BY THE END OF THE SECOND
18
CALENDAR QUARTER OF 2006 AND (II) ANY ACCOUNT ESTABLISHED IN CONNECTION WITH THE
ESTABLISHMENT OF THE APPLICABLE PERMITTED REPLACEMENT CREDIT CARD PROGRAM PRIOR
TO THE ESTABLISHMENT THEREOF OR AS PROMPTLY THEREAFTER AS IS REASONABLY
PRACTICABLE.
ARTICLE V
REMEDIES
SECTION 5.1.
REMEDIES.
(A)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE AGENT MAY EXERCISE ANY OR ALL OF THE
FOLLOWING RIGHTS AND REMEDIES:
(I)
THOSE RIGHTS AND REMEDIES PROVIDED IN
THIS AGREEMENT, THE TERM LOAN CREDIT AGREEMENT, THE EXISTING NOTES INDENTURE OR
ANY OTHER TERM LOAN/NOTE DOCUMENT; PROVIDED THAT THIS SECTION 5.1(A) SHALL NOT
BE UNDERSTOOD TO LIMIT ANY RIGHTS AVAILABLE TO THE AGENT, THE TERM LOAN LENDERS
OR THE EXISTING NOTEHOLDERS PRIOR TO AN EVENT OF DEFAULT;
(II)
THOSE RIGHTS AND REMEDIES AVAILABLE TO A
SECURED PARTY UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED
COLLATERAL) OR UNDER ANY OTHER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION,
ANY LAW GOVERNING THE EXERCISE OF A BANK'S RIGHT OF SETOFF OR BANKERS' LIEN)
WHEN A DEBTOR IS IN DEFAULT UNDER A SECURITY AGREEMENT;
(III)
GIVE NOTICE OF SOLE CONTROL OR ANY OTHER
INSTRUCTION UNDER ANY SECURITIES ACCOUNT CONTROL AGREEMENT AND TAKE ANY ACTION
PROVIDED THEREIN WITH RESPECT TO THE APPLICABLE COLLATERAL;
(IV)
WITHOUT NOTICE (EXCEPT AS SPECIFICALLY
PROVIDED IN SECTION 11.2 OR ELSEWHERE HEREIN), DEMAND OR ADVERTISEMENT OF ANY
KIND