Common use of Certain Proceeds Clause in Contracts

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of its

Certain Proceeds. The provisions Except to the extent such transaction is expressly permitted by Sections 9.20, 9.22, or 9.24 of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding the Credit Agreement, notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or distributions of property other Distributions paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange Distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, and shall, if received by any [any] Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable [such] Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementPledge Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party on and after the occurrence of a Default (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable [such] Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from Moody's and S&P of P-1 and A-1+, respectively, or in securities issued securi▇▇▇▇ ▇▇sued or guaranteed by the United States of America or any agency thereof. Secured Party shall never be obligated to make any such investment and shall never have any liability to Debtor[s] for any loss which may result therefrom. All interest and other amounts earned from any investment of itsCollateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (eE) are applicable only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of itsits agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (eE) are applicable ---------------- only while a an Event of Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Secured Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of itsits agencies. Secured Party is never obligated to make any investment and never has any liability to Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of itsits agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, ---------------- any and all stock dividends or distributions of other Distributions in property made on or in respect ofof any Collateral, and all any proceeds ofof any Collateral, any Collateral that is securities -- whether those such dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementPledge Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party on and after the occurrence of an Event of Default (including, without limitation, insurance proceedsproceeds with respect to the Collateral) may, at Secured Party's option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any agency thereof. Secured Party shall never be obligated to make any such investment and shall never have any liability to Debtor for any loss which may result therefrom. All interest and other amounts earned from any investment of itsCollateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Event of Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) Section 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of itsits agencies. Secured Party is never obligated to make any investment and never has any liability to Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) SECTION 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 or in securities issued or guaranteed by the United States of America or any of itsits agencies. Secured Party is never obligated to make any investment and never has any liability to Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral. Exhibit C --------- 5

Certain Proceeds. The provisions of this CLAUSE (ei) are applicable only while a Default exists. Notwithstanding any contrary provisionAny and all dividends, all dividends interest, or other distributions of property paid or payable in cash or other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may shall be a party, or otherwise -- are part of the CollateralCollateral hereunder, and during the continuance of an Event of Default, (A) shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and (B) if requested by Secured Party, shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable such Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party during the continuance of an Event of Default (including, without limitation, insurance proceeds) may, at Secured Party's ’s option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable the relevant Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any . (ii) Whether or not a Default or Event of Default exists (A) any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in deposit accounts and certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from Moody’s and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any agency thereof and Secured Party shall never be obligated to make any such investment and shall never have any liability to any Debtor for any loss which may result therefrom and (B) all interest and other amounts earned from any investment of itsCollateral may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions Notwithstanding any provision of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding Agreement to the contrary, any contrary provision, and all stock dividends or distributions of in property made on or in respect of, and all proceeds of, of any Collateral that is securities -- securities, and any proceeds of any Collateral that is securities, whether those such dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefitParties, and shall immediately forthwith be delivered to Secured Party Parties (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's Parties' instructions) to be held subject to the terms of this agreementAgreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Parties (including, without limitation, insurance proceeds) may, at Secured Party's Parties' option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party Parties as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Parties may be invested by Secured Party Parties in certificates of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 10,000,000, or in securities issued or guaranteed by the United States of America or any agency thereof. Secured Parties shall never be obligated to make any such investment and shall never have any liability to Debtor for any loss that may result therefrom. All interest and other amounts earned from any investment of itsCollateral may be dealt with by Secured Parties in the same manner as other cash Collateral. The provisions of this subparagraph shall be applicable whether or not a Default has occurred and is continuing.