OF THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED
DISPOSITION IS TO TAKE PLACE SHALL BE COMMERCIALLY REASONABLE NOTIFICATION OF
SUCH MATTERS.
NO NOTIFICATION NEED BE GIVEN TO ANY PLEDGOR IF IT HAS SIGNED,
AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, A STATEMENT RENOUNCING OR MODIFYING
ANY RIGHT TO NOTIFICATION OF SALE OR OTHER INTENDED DISPOSITION.
SECTION 9.3.
WAIVER OF NOTICE AND
CLAIMS.
EACH PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, NOTICE OR JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL
AGENT'S TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF THE PLEDGED
COLLATERAL OR ANY PART THEREOF, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH SUCH PLEDGOR
WOULD OTHERWISE HAVE UNDER LAW, AND EACH PLEDGOR HEREBY FURTHER WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
(I) ALL DAMAGES OCCASIONED BY SUCH
TAKING OF POSSESSION, (II) ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND
TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF THE
COLLATERAL AGENT'S RIGHTS HEREUNDER AND (III) ALL RIGHTS OF REDEMPTION,
APPRAISAL, VALUATION, STAY, EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCE
UNDER ANY APPLICABLE LAW.
THE COLLATERAL AGENT SHALL NOT BE LIABLE FOR ANY
INCORRECT OR IMPROPER PAYMENT MADE PURSUANT TO THIS ARTICLE IX IN THE ABSENCE OF
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF THE COLLATERAL AGENT.
ANY
SALE OF, OR THE GRANT OF OPTIONS TO PURCHASE, OR ANY OTHER REALIZATION UPON, ANY
PLEDGED COLLATERAL SHALL OPERATE TO DIVEST ALL RIGHT, TITLE, INTEREST, CLAIM AND
DEMAND, EITHER AT LAW OR IN EQUITY, OF THE APPLICABLE PLEDGOR THEREIN AND
THERETO, AND SHALL BE A PERPETUAL BAR BOTH AT LAW AND IN EQUITY AGAINST SUCH
PLEDGOR AND AGAINST ANY AND ALL PERSONS CLAIMING OR ATTEMPTING TO CLAIM THE
PLEDGED COLLATERAL SO SOLD, OPTIONED OR REALIZED UPON, OR ANY PART THEREOF,
FROM, THROUGH OR UNDER SUCH PLEDGOR.
22
SECTION 9.4.
CERTAIN SALES OF PLEDGED
COLLATERAL.
(A)
EACH PLEDGOR RECOGNIZES THAT, BY REASON OF
CERTAIN PROHIBITIONS CONTAINED IN LAW, RULES, REGULATIONS OR ORDERS OF ANY
GOVERNMENTAL AUTHORITY, THE COLLATERAL AGENT MAY BE COMPELLED, WITH RESPECT TO
ANY SALE OF ALL OR ANY PART OF THE PLEDGED COLLATERAL, TO LIMIT PURCHASERS TO
THOSE WHO MEET THE REQUIREMENTS OF SUCH GOVERNMENTAL AUTHORITY.
EACH PLEDGOR
ACKNOWLEDGES THAT ANY SUCH SALES MAY BE AT PRICES AND ON TERMS LESS FAVORABLE TO
THE COLLATERAL AGENT THAN THOSE OBTAINABLE THROUGH A PUBLIC SALE WITHOUT SUCH
RESTRICTIONS, AND, NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH
RESTRICTED SALE SHALL BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY REASONABLE
MANNER AND THAT, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, THE COLLATERAL
AGENT SHALL HAVE NO OBLIGATION TO ENGAGE IN PUBLIC SALES.
(B)
EACH PLEDGOR RECOGNIZES THAT, BY REASON OF
CERTAIN PROHIBITIONS CONTAINED IN THE SECURITIES ACT, AND APPLICABLE STATE
SECURITIES LAWS, THE COLLATERAL AGENT MAY BE COMPELLED, WITH RESPECT TO ANY SALE
OF ALL OR ANY PART OF THE SECURITIES COLLATERAL AND