IS TO BE MADE AND THE INTENDED SALE PRICE OR OTHER CONSIDERATION
THEREFOR, AND SHALL BE SUBJECT, FOR THE 10 DAYS AFTER THE GIVING OF SUCH NOTICE,
TO THE RIGHT OF THE RELEVANT ASSIGNOR OR ANY NOMINEE OF SUCH ASSIGNOR TO ACQUIRE
THE COLLATERAL INVOLVED AT A PRICE OR FOR SUCH OTHER CONSIDERATION AT LEAST
EQUAL TO THE INTENDED SALE PRICE OR OTHER CONSIDERATION SO SPECIFIED.
ANY SUCH
DISPOSITION WHICH SHALL BE A PUBLIC SALE PERMITTED BY SUCH REQUIREMENTS SHALL BE
MADE UPON NOT LESS THAN 10 DAYS' WRITTEN NOTICE TO THE RELEVANT ASSIGNOR
SPECIFYING THE TIME AND PLACE OF SUCH SALE AND, IN THE ABSENCE OF APPLICABLE
REQUIREMENTS OF LAW, SHALL BE BY PUBLIC AUCTION (WHICH MAY, AT THE COLLATERAL
AGENT'S OPTION, BE SUBJECT TO RESERVE), AFTER PUBLICATION OF NOTICE OF SUCH
AUCTION NOT LESS THAN 10 DAYS PRIOR THERETO IN TWO NEWSPAPERS IN GENERAL
CIRCULATION IN SALT LAKE CITY, UTAH, THE CITY OF NEW YORK AND IN SUCH OTHER
LOCATIONS AS MAY BE NECESSARY IN ORDER FOR THE SALE TO BE "COMMERCIALLY
REASONABLE" (AS SUCH TERM IS USED IN ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE).
TO THE EXTENT NOT PROHIBITED BY ANY SUCH REQUIREMENT OF LAW, THE COLLATERAL
AGENT OR ANY SECURED PARTY MAY BID FOR AND BECOME THE PURCHASER OF THE
COLLATERAL OR ANY ITEM THEREOF, OFFERED FOR SALE IN ACCORDANCE WITH THIS SECTION
8.2 WITHOUT ACCOUNTABILITY TO THE RELEVANT ASSIGNOR.
IF, UNDER MANDATORY
REQUIREMENTS OF APPLICABLE LAW, THE COLLATERAL AGENT SHALL BE REQUIRED TO MAKE
DISPOSITION OF THE COLLATERAL WITHIN A PERIOD OF TIME WHICH DOES NOT PERMIT THE
GIVING OF NOTICE TO THE RELEVANT ASSIGNOR AS HEREINABOVE SPECIFIED, THE
COLLATERAL AGENT NEED GIVE SUCH ASSIGNOR ONLY SUCH NOTICE OF DISPOSITION AS
SHALL BE REASONABLY PRACTICABLE IN VIEW OF SUCH MANDATORY REQUIREMENTS OF
APPLICABLE LAW.
EACH ASSIGNOR AGREES TO DO OR CAUSE TO BE DONE ALL SUCH OTHER
ACTS AND THINGS AS MAY BE REASONABLY NECESSARY TO MAKE SUCH SALE OR SALES OF ALL
OR ANY PORTION OF THE COLLATERAL VALID AND BINDING AND IN COMPLIANCE WITH ANY
AND ALL APPLICABLE LAWS, REGULATIONS, ORDERS, WRITS, INJUNCTIONS, DECREES OR
AWARDS OF ANY AND ALL COURTS, ARBITRATORS OR GOVERNMENTAL INSTRUMENTALITIES,
DOMESTIC OR FOREIGN, HAVING JURISDICTION OVER ANY SUCH SALE OR SALES, ALL AT
SUCH ASSIGNOR'S EXPENSE.
20
SECTION 8.3.
WAIVER OF CLAIMS.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, EACH ASSIGNOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S
TAKING POSSESSION OR THE COLLATERAL AGENT'S DISPOSITION OF ANY OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING
FOR ANY PREJUDGMENT REMEDY OR REMEDIES, AND EACH ASSIGNOR HEREBY FURTHER WAIVES,
TO THE EXTENT PERMITTED BY LAW:
(A)
ALL DAMAGES OCCASIONED BY SUCH TAKING OF POSSESSION EXCEPT ANY
DAMAGES WHICH ARE THE DIRECT RESULT OF THE COLLATERAL AGENT'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT;
(B)
ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE AND TERMS OF SALE OR
OTHER REQUIREMENTS WITH RESPECT TO THE