FULL FORCE AND EFFECT UNTIL THE PAYMENT IN FULL IN CASH OF THE SECURED
OBLIGATIONS. THIS AGREEMENT SHALL BE BINDING UPON THE GRANTOR, ITS TRANSFEREES,
SUCCESSORS AND ASSIGNS, AND SHALL INURE, TOGETHER WITH THE RIGHTS AND REMEDIES
OF THE TRUSTEE HEREUNDER, TO THE BENEFIT OF THE TRUSTEE, THE HOLDERS OF THE
NOTES, THE PLEDGED SECURITIES INTERMEDIARY AND THEIR RESPECTIVE SUCCESSORS,
TRANSFEREES AND ASSIGNS.
(B)
THIS AGREEMENT (OTHER THAN GRANTOR'S OBLIGATIONS UNDER SECTIONS 12
AND 14) SHALL TERMINATE UPON THE EARLIER OF (I) THE PAYMENT IN FULL IN CASH OF
THE SECURED OBLIGATIONS AND (II) THE PAYMENT IN FULL IN CASH OF THE FIRST SIX
SCHEDULED INTEREST PAYMENTS ON ALL OF THE NOTES.
AT SUCH TIME, THE TRUSTEE
SHALL, PURSUANT TO AN ISSUER ORDER, DIRECT THE PLEDGED SECURITIES INTERMEDIARY
TO PROMPTLY TRANSFER TO THE GRANTOR ALL OF THE COLLATERAL HEREUNDER THAT HAS NOT
BEEN SOLD, DISPOSED OF, RETAINED OR APPLIED BY OR ON BEHALF OF THE TRUSTEE IN
ACCORDANCE WITH THE TERMS
16
OF THIS AGREEMENT AND THE INDENTURE AND TAKE ALL OTHER ACTIONS THAT ARE
NECESSARY TO RELEASE THE SECURITY INTEREST CREATED BY THIS AGREEMENT IN AND TO
THE COLLATERAL, INCLUDING THE EXECUTION AND DELIVERY OF ALL TERMINATION
STATEMENTS NECESSARY TO TERMINATE ANY FINANCING OR CONTINUATION STATEMENTS FILED
WITH RESPECT TO THE COLLATERAL.
SUCH TRANSFER SHALL BE WITHOUT WARRANTY BY OR
RECOURSE TO THE TRUSTEE IN ITS CAPACITY AS SUCH, EXCEPT AS TO THE ABSENCE OF ANY
LIENS ON THE COLLATERAL CREATED BY OR ARISING THROUGH THE TRUSTEE, AND SHALL BE
AT THE EXPENSE OF THE GRANTOR.
SECTION 15.10.
SURVIVAL OF REPRESENTATIONS AND COVENANTS.
ALL REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE GRANTOR CONTAINED HEREIN SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE TERMINATION OF THIS AGREEMENT.
SECTION 15.11.
WAIVERS.
THE GRANTOR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, WAIVES PRESENTMENT AND DEMAND FOR PAYMENT OF ANY OF THE
OBLIGATIONS, PROTEST AND NOTICE OF DISHONOR OR DEFAULT WITH RESPECT TO ANY OF
THE OBLIGATIONS, AND ALL OTHER NOTICES TO WHICH THE GRANTOR MIGHT OTHERWISE BE
ENTITLED, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN OR IN THE INDENTURE.
SECTION 15.12.
AUTHORITY OF THE TRUSTEE.
(A)
THE TRUSTEE SHALL HAVE AND BE ENTITLED TO EXERCISE ALL POWERS
HEREUNDER THAT ARE SPECIFICALLY GRANTED TO IT BY THE TERMS HEREOF, TOGETHER WITH
SUCH POWERS AS ARE REASONABLY INCIDENT THERETO. THE TRUSTEE MAY PERFORM ANY OF
ITS DUTIES HEREUNDER OR IN CONNECTION WITH THE COLLATERAL BY OR THROUGH AGENTS
OR EMPLOYEES AND SHALL BE ENTITLED TO RETAIN COUNSEL AND TO ACT IN RELIANCE UPON
THE ADVICE OF COUNSEL CONCERNING ALL SUCH MATTERS. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT OR THE INDENTURE, NEITHER THE TRUSTEE NOR ANY
DIRECTOR, OFFICER, EMPLOYEE, ATTORNEY OR AGENT OF THE TRUSTEE SHALL BE LIABLE TO
THE GRANTOR FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN BY THE TRUSTEE, IN ITS
CAPACITY AS TRUSTEE, HEREUNDER, EXCEPT FOR ITS OWN BAD FAITH, GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT, AND THE TRUSTEE SHALL NOT BE RESPONSIBLE FOR THE
VALIDITY,