MADE SHALL CONSTITUTE REASONABLE NOTIFICATION. THE TRUSTEE
SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE OF
SALE HAVING BEEN GIVEN. THE TRUSTEE MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM
TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE
MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO
ADJOURNED. THE PURCHASER OF ANY OR ALL COLLATERAL SO SOLD SHALL THEREAFTER HOLD
THE SAME ABSOLUTELY FREE FROM ANY CLAIM, ENCUMBRANCE OR RIGHT OF ANY KIND
WHATSOEVER CREATED BY OR THROUGH THE GRANTOR. ANY SALE OF THE COLLATERAL
CONDUCTED IN CONFORMITY WITH REASONABLE COMMERCIAL PRACTICES OF BANKS, INSURANCE
COMPANIES, COMMERCIAL FINANCE COMPANIES, OR OTHER FINANCIAL INSTITUTIONS
DISPOSING OF PROPERTY SIMILAR TO THE COLLATERAL SHALL BE DEEMED TO BE
COMMERCIALLY REASONABLE. THE TRUSTEE OR ANY HOLDER OF NOTES MAY, IN ITS OWN NAME
OR IN THE NAME OF A DESIGNEE OR NOMINEE, BUY ANY OF THE COLLATERAL AT ANY PUBLIC
SALE AND, IF PERMITTED BY APPLICABLE LAW, AT ANY PRIVATE SALE. ALL EXPENSES
(INCLUDING COURT COSTS AND REASONABLE ATTORNEYS' FEES, EXPENSES AND
DISBURSEMENTS) OF, OR INCIDENT TO, THE ENFORCEMENT OF ANY OF THE PROVISIONS
HEREOF SHALL BE RECOVERABLE FROM THE PROCEEDS OF THE SALE OR OTHER DISPOSITION
OF THE COLLATERAL.
IF THERE ARE INSUFFICIENT PLEDGED SECURITIES TOGETHER WITH
PROCEEDS OF PLEDGED SECURITIES AND OTHER COLLATERAL IN THE PLEDGE ACCOUNT TO
MAKE ANY REQUIRED PAYMENT ON THE SECURED OBLIGATIONS, THE GRANTOR SHALL BE
LIABLE TO THE TRUSTEE FOR ANY DEFICIENCY.
(B)
ALL CASH PROCEEDS RECEIVED BY OR ON BEHALF OF THE TRUSTEE IN
RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY
PART OF THE COLLATERAL MAY, FOLLOWING THE PAYMENT OF THE REASONABLE FEES AND
EXPENSES OF THE TRUSTEE, BE HELD BY THE TRUSTEE (OR BY THE
13
PLEDGED SECURITIES INTERMEDIARY ON ITS BEHALF) AS COLLATERAL FOR, AND/OR THEN OR
AT ANY TIME THEREAFTER APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE
TRUSTEE PURSUANT TO SECTION 14) IN WHOLE OR IN PART BY THE TRUSTEE AS PROVIDED
IN CLAUSE SECOND OF SECTION 4.13 OF THE INDENTURE.
ANY SURPLUS OF SUCH CASH OR
CASH PROCEEDS HELD BY OR ON BEHALF OF THE TRUSTEE AND REMAINING AFTER PAYMENT IN
FULL OF ALL THE SECURED OBLIGATIONS SHALL BE PAID OVER AS PROVIDED IN CLAUSE
THIRD OF SECTION 4.13 OF THE INDENTURE.
(C)
THE TRUSTEE MAY, WITHOUT NOTICE TO THE GRANTOR EXCEPT AS REQUIRED
BY LAW AND AT ANY TIME OR FROM TIME TO TIME, CHARGE, SET-OFF AND OTHERWISE APPLY
ALL OR ANY PART OF THE SECURED OBLIGATIONS AGAINST THE PLEDGE ACCOUNT OR ANY
PART THEREOF.
(D)
THE GRANTOR FURTHER AGREES TO USE ITS COMMERCIALLY REASONABLE
EFFORTS TO DO OR CAUSE TO BE DONE ALL SUCH OTHER ACTS AS MAY BE NECESSARY TO
MAKE SUCH SALE OR SALES OF ALL OR ANY PORTION OF THE COLLATERAL PURSUANT TO THIS
SECTION 13 VALID AND BINDING AND IN COMPLIANCE WITH ANY AND ALL OTHER APPLICABLE