Common use of Administration of Collateral Clause in Contracts

Administration of Collateral. The following provisions shall govern the administration of the Collateral: (a) So long as no Event of Default shall have occurred: (i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Collateral or any part thereof; and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement). (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following (A) Subject to the provisions of Section 3, the Financing Agent shall, until the Financing Agreement Obligations (other than any Excess Financing Agreement Obligations) have been paid in full, have complete and sole discretion in, and shall govern not be liable to the administration Collateral Agent for, determining how, when and in what manner the Financing Agent administers the Financing Agreement Obligations or forecloses or otherwise realizes upon the Financing Agreement Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Financing Agreement Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Collateral Agent specifically acknowledges and agrees that the Financing Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Financing Agreement Obligations and its lien on and security interest in the Financing Agreement Collateral: (a) So long as no Event of Default shall have occurred: (i) The Borrower shall be entitled , whether or not such action is beneficial to exercise the Collateral Agent’s interest. Also without in any way limiting the foregoing, the Collateral Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all voting and other consensual rights pertaining to have the Financing Agreement Collateral or any part thereof marshaled upon any foreclosure, sale or other realization thereon by the Financing Agent. In order for the Financing Agent to enforce its rights in the Financing Agreement Collateral, there shall be no obligation on the part of the Financing Agent, at any purpose time, to resort for payment of the Financing Agreement Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the Financing Agent shall have the right, subject to the provisions of Section 3, to foreclose or otherwise realize upon the Financing Agreement Collateral upon which it has a security interest irrespective of whether or not inconsistent other proceedings or steps are pending seeking resort to or realization upon or from any of the foregoing. If the Financing Agent or any Financing Lender becomes the owner of any Patent, Trademark, Copyright or other intellectual property of any Credit Party as a result of the exercise of remedies by the Financing Agent or such Financing Lender with respect to its Lien on such Patent, Trademark, Copyright or other intellectual property, then upon request of the terms of this Agreement Collateral Agent, the Financing Agent or such Financing Lender shall grant to the Note; providedCollateral Agent a 90 day limited, however, that the Borrower shall not exercise or refrain from exercising nonexclusive royalty-free license (a “Disposition License”) to use any such right ifPatent, Trademark or Copyright to the extent necessary to enforce any Lien held by the Collateral Agent upon any of the PP&E Collateral, and to the extent appropriate, in the Pledgeholder's judgmentgood faith opinion of the Collateral Agent, to process, collect, ship, product, store, complete, supply, lease, sell or otherwise dispose of any PP&E Collateral in any lawful manner (any such actions or activities taken by the Financing Agent shall be at the expense of the Collateral Agent). Any license so granted by the Financing Agent or the applicable Financing Lender shall be binding on its successors and assigns. Furthermore, to the extent the Financing Agent or any Financing Lender becomes the owner of any patent, trademark or proprietary information of any Credit Party as a result of the exercise of remedies by such Financing Agent or Financing Lender with respect to its lien on such patent, trademark or proprietary information, the Financing Agent or such Financing Lender shall not make any subsequent sale or transfer of such patent, trademark or proprietary information unless the purchaser or transferee thereof agrees in writing to provide a Disposition License to the Collateral Agent upon request. (B) Subject to the provisions of Section 3, the Collateral Agent shall have complete and sole discretion in, and shall not be liable to the Financing Agent for, determining how, when and in what manner the Collateral Agent administers the Indenture Obligations or forecloses or otherwise realizes upon the indenture Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Indenture Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Financing Agent specifically acknowledges and agrees that the Collateral Agent may, subject to the provisions of Section 3, take such action as it deems appropriate to enforce the Indenture Obligations and its lien on and security interest in the Financing Agreement Collateral, whether or inaction would not such action is beneficial to the Financing Agent’s interest. Also without in any way limiting the foregoing, the Financing Agent for itself and for all who may claim through or under it, hereby expressly waives and releases any and all rights to have a material adverse effect on the value of the Indenture Collateral or any part thereof; and providedthereof marshaled upon any foreclosure, furthersale or other realization thereon by the Collateral Agent. In order for the Collateral Agent to enforce its rights in the Indenture Collateral, that there shall be no obligation on the Borrower shall give the Pledgeholder at least five (5) days' written notice part of the manner in which he intends Collateral Agent, at any time, to exerciseresort for payment of the Indenture Obligations to any obligor thereon or any guarantor thereof, or to any other person or corporation, their properties or estates, or to resort to any other rights or remedies whatsoever, and the reasons therefor, or the reasons for refraining from exercising, any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and Agent shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement). (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary subject to the provisions of paragraph (i) Section 3, have the right to foreclose or otherwise realize upon the Indenture Collateral upon which it has a security interest irrespective of this Section 5.3(b) shall be received in trust for the benefit whether or not other proceedings or steps are pending seeking resort to or realization upon or from any of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement)foregoing.

Administration of Collateral. The following provisions shall govern the administration of the Collateral: (a) So long as no The Collateral Agent shall at all times have all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to the Collateral. In addition, the Collateral Agent shall, upon Proper Instructions from the Lender, but only while an Event of Default shall have occurred: (i) The Borrower shall be entitled to exercise any has occurred and all voting and other consensual rights pertaining to the Collateral is continuing, sell, lease, license or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value otherwise Dispose of the Collateral or any part thereof; , in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and providedat such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice irrespective of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, impact of any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Lender, which may be withheld in its reasonable discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. To the maximum extent permitted by law, the Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a private sale was less than the price that 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. The Collateral Agent may, with the consent of the Lender, disclaim any warranty, as to title or as to any other matter, in connection with such sale or other Disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other Disposition. (b) If the Collateral Agent sells any of the Collateral upon credit, the Borrower will be credited only with payment actually made by the purchaser and received by the Collateral Agent. If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. (c) Any and all instruments interest and other property (other than cash or checks) received, receivable or otherwise distributed and non-cash distributions in respect of, or in exchange for, of any Collateral, any and all payments received upon Disposition of any Collateral and any and all other Proceeds of any Collateral shall bebe paid directly to, and shall be received and held in, the Collateral Account. If any Proceeds of the Collateral are received by the Borrower otherwise than in the Collateral Account, such Proceeds shall be so received in trust for the Collateral Agent, shall be segregated from other funds and property of the Borrower and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if received by Agent for deposit in the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral Account in the same form as so received (received, with any necessary indorsement)endorsements. (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions shall govern the administration of the Collateral: (a) So long as no The Collateral Agent shall at all times have all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to the Collateral. In addition, the Collateral Agent shall, upon Proper Instructions from the Controlling Party, and whether or not an Event of Default shall have has occurred: (i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral , sell, lease, license or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value otherwise dispose of the Collateral or any part thereof; , in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and providedat such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice irrespective of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, impact of any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party or the Equity Investor may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion absent direction from the Controlling Party) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. To the maximum extent permitted by law, the Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a private sale was less than the price that 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. The Collateral Agent may, with the consent of the Controlling Party, disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (b) If the Collateral Agent sells any of the Collateral upon credit, the Borrower will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 5(b) hereof. If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. (c) Notice of any such sale or other disposition shall be given by the Collateral Agent to the Borrower and Equity Investor as required by Section 9 hereof. (d) Any and all instruments interest and other property (other than cash or checks) received, receivable or otherwise distributed and non-cash distributions in respect of, or in exchange for, of any Collateral, any and all payments received upon disposition of any Collateral and any and all other Proceeds of any Collateral shall bebe paid directly to, and shall be received and held in, the Collateral Accounts. If any Proceeds of the Collateral are received by the Borrower otherwise than in the Collateral Accounts, such Proceeds shall be so received in trust for the Collateral Agent, shall be segregated from other funds and property of the Borrower and shall be forthwith delivered to the Pledgeholder to hold as Securities Intermediary for deposit in the Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral Accounts in the same form as so received (received, with any necessary indorsement)endorsements. (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions Bond Trustee shall govern have complete and sole discretion in, and shall not be liable to the administration Lender for, determining how, when and in what manner the Bond Trustee administers the Senior Obligations or forecloses or otherwise realizes upon the Collateral or exercises any rights or remedies of a secured party or lien creditor or any other rights with respect to the Collateral or otherwise takes any action with respect thereto. Without in any way limiting the foregoing, the Lender specifically acknowledges and agrees that the Bond Trustee may take such action as it deems appropriate to enforce the Senior Obligations and its Lien on and security interest in the Collateral: (a) So long as no Event , whether or not such action is beneficial or detrimental to the Lender’s interest. The Lender agrees that it shall not take any action to foreclose or otherwise realize upon the Collateral or exercise any rights or remedies of Default shall a secured party with respect to the Collateral, unless and until the Senior Obligations have occurred: (i) The Borrower shall be entitled to exercise been paid in full. Also without in any way limiting the foregoing, the Lender hereby expressly waives and releases any and all voting and other consensual rights pertaining to have the Collateral or any part thereof for marshaled upon any purpose not inconsistent with the terms of this Agreement foreclosure, sale or the Note; provided, however, that the Borrower other realization thereon. There shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect be no obligation on the value part of the Collateral Bond Trustee, at any time, to resort for payment of the Senior Obligations to any obligor thereon or any part guarantor thereof; and provided, furtheror to any other person or corporation, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends their properties or estates, or to exerciseresort to any other collateral or any other rights or remedies whatsoever, and the reasons therefor, Bond Trustee shall have the right to foreclose or otherwise realize upon the reasons for refraining Collateral upon which it has a security interest irrespective of whether or not other proceedings or steps are pending seeking resort to or realization upon or from exercising, any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement)foregoing. (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions shall govern the administration of the Collateral: (a) So long as no The Collateral Agent shall at all times have all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) with respect to the Collateral. In addition, the Collateral Agent shall, upon Proper Instructions from the Controlling Party, and whether or not an Event of Default shall have has occurred: (i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral , sell, lease, license or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value otherwise dispose of the Collateral or any part thereof; , in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and providedat such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice irrespective of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, impact of any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Controlling Party, which may be withheld in its reasonable discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of its Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Borrower or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obliged to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. To the maximum extent permitted by law, the Borrower hereby waives any claim against the Collateral Agent arising because the price at which any Collateral may have been sold at such a private sale was less than the price that 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. The Collateral Agent may, with the consent of the Controlling Party, disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (b) If the Collateral Agent sells any of the Collateral upon credit, the Borrower will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 5(b) hereof. If the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein. (c) Any and all instruments interest and other property (other than cash or checks) received, receivable or otherwise distributed and non-cash distributions in respect of, or in exchange for, of any Collateral, any and all payments received upon disposition of any Collateral and any and all other Proceeds of any Collateral shall bebe paid directly to, and shall be received and held in, the Collateral Account (provided, that only the proceeds of Loans, and no other amounts, shall be received and held in the Loan Proceeds Account). If any Proceeds of the Collateral are received by the Borrower otherwise than in the Collateral Account, such Proceeds shall be so received in trust for the Collateral Agent, shall be segregated from other funds and property of the Borrower and shall be forthwith delivered to the Pledgeholder to hold as Securities Intermediary for deposit in the Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral Account in the same form as so received (received, with any necessary indorsement)endorsements. (bd) If The Controlling Party agrees that the instructions included in any Proper Instructions delivered to the Collateral Agent pursuant to Section 4(a) shall be consistent with an Event of Default has occurred: Approved Disposition Plan (i) All rights of Borrower to exercise it being understood that the voting and other consensual rights which he would otherwise Collateral Agent shall be entitled to exercise pursuant rely on instructions with respect to Section 5.3(a)(i) and to receive any sale, lease, license or disposition of the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall ceaseCollateral contained in such Proper Instructions, and all shall have no obligation to confirm that any such rights shallsale, upon notice by the Pledgeholder to Borrowerlease, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations license or disposition of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received Collateral is in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (accordance with any necessary indorsementan Approved Disposition Plan).