SALE MAY BE SO ADJOURNED. TO THE EXTENT PERMITTED BY ANY SUCH
REQUIREMENT OF LAW, THE COLLATERAL AGENT MAY BID FOR AND BECOME THE PURCHASER OF
THE COLLATERAL OR ANY ITEM THEREOF, OFFERED FOR SALE IN ACCORDANCE WITH THIS
SECTION 9.2 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 OF SUCH ASSIGNOR VALID AND BINDING AND IN
COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS, REGULATIONS, ORDERS, WRITS,
INJUNCTIONS, DECREES OR AWARDS OF ANY AND ALL COURTS, ARBITRATIONS OR
GOVERNMENTAL INSTRUMENTALITIES, DOMESTIC OR FOREIGN, HAVING JURISDICTION OVER
ANY SUCH SALE OR SALES, ALL AT SUCH ASSIGNOR'S EXPENSE.
9.3.
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 ANY SUCH RIGHT WHICH SUCH ASSIGNOR WOULD OTHERWISE HAVE UNDER THE
CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, AND SUCH
ASSIGNOR HEREBY FURTHER WAIVES, TO THE EXTENT PERMITTED BY LAW:
(I)
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 (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION);
(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, APPRAISEMENT, VALUATION, STAY,
EXTENSION OR MORATORIUM NOW OR HEREAFTER IN FORCE UNDER ANY APPLICABLE LAW IN
ORDER TO PREVENT OR DELAY THE ENFORCEMENT OF THIS AGREEMENT THE ABSOLUTE SALE OF
THE COLLATERAL OR ANY PORTION THEREOF, AND EACH ASSIGNOR, FOR ITSELF AND ALL WHO
MAY CLAIM UNDER IT, INSOFAR AS IT OR THEY NOW OR HEREAFTER LAWFULLY MAY, HEREBY
WAIVES THE BENEFIT OF ALL SUCH LAWS.
23
Upon the occurrence of and during the continuance of an Event of Default, 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 relevant Assignor therein and thereto, and
shall be a perpetual bar both at law and in equity against such Assignor