MAY HAVE BEEN SOLD, ASSIGNED OR LICENSED AT SUCH A PRIVATE SALE WAS
LESS THAN THE PRICE WHICH MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE, EVEN IF THE
COLLATERAL AGENT ACCEPTS THE FIRST OFFER RECEIVED AND DOES NOT OFFER SUCH
COLLATERAL TO MORE THAN ONE OFFEREE;
PROVIDED, HOWEVER, THAT IN EACH CASE PRIOR TO THE DELIVER OF AN ACCELERATION
NOTICE IN ACCORDANCE WITH SECTION 6.2 OF THE INDENTURE, THE PLEDGOR SHALL BE
ENTITLED TO OBTAIN A RELEASE OF THE
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COLLATERAL ACCOUNT TO USE CASH OR CASH EQUIVALENTS, INCLUDING CASH OR CASH
EQUIVALENTS HELD IN THE COLLATERAL ACCOUNT, TO PAY OPERATING EXPENSES AND TO PAY
INTEREST ON THE NOTES.
SECTION 9.2.
NOTICE OF SALE.
EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT,
TO THE EXTENT NOTICE OF SALE OR OTHER DISPOSITION OF COLLATERAL SHALL BE
REQUIRED BY LAW, TEN (10) DAYS' PRIOR NOTICE TO SUCH PLEDGOR OF THE TIME AND
PLACE OF ANY PUBLIC SALE OR 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 ANY OF THE COLLATERAL, 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
NEGLIGENCE OR WILLFUL MISCONDUCT.
ANY SALE OF, OR THE GRANT OF OPTIONS TO
PURCHASE, OR ANY OTHER REALIZATION UPON, ANY 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 COLLATERAL SO SOLD, OPTIONED OR REALIZED UPON, OR ANY
PART THEREOF, FROM, THROUGH OR UNDER SUCH PLEDGOR.
SECTION 9.4.
CERTAIN SALES OF COLLATERAL.
(I)
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