Common use of Certain Proceeds Clause in Contracts

Certain Proceeds. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, or other Distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 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 Collateral hereunder, shall, if received by ▇▇▇▇▇▇, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party (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 released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any 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 Collateral 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. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, all stock dividends or other Distributions paid non-cash distributions made on or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolutionthat is securities, and any proceeds of any Collateral that is securities, whether such dividends, distributions, or in connection with proceeds result from a reduction of capitalsubdivision, capital surpluscombination, or paid-in-surplus; (iii) cash paidreclassification of the outstanding capital stock of any issuer thereof or as a result of any merger, payableconsolidation, or otherwise distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interestacquisition, or other Distributions paid exchange of assets to which any issuer may be a party, or payable in violation of the Loan Documentsotherwise, shall be part of the Collateral hereunder, shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured PartyParties, and shall forthwith be delivered promptly to Secured Party Parties or to Agent, on behalf of Secured Parties, (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's Parties' instructions) to be held subject to the terms of this Security Agreementagreement. Any cash proceeds of Collateral which come into the possession of any Secured Party (including, without limitation, insurance proceeds) may, at such Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due)) and to NationsBank's net exposure then existing under all foreign exchange contracts between any Company and NationsBank, be released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by such Secured Party as additional Collateral. Any cash Collateral in the possession of any Secured Party may be invested by such Secured Party in certificates (a) obligations of deposit issued by Secured Party (if Secured Party issues such certificates) or by any state or national bank having combined capital the United States of America and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ agencies thereof and S&P of P-1 and A-1+, respectively, or in securities issued or obligations guaranteed by the United States of America maturing within one year from the date of acquisition, and (b) certificates of deposit issued by commercial banks organized under the Laws of the United States of America or any agency thereofstate thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, which have a rating from Mood▇'▇ ▇▇▇estors Service, Inc., and Standard & Poors Corporation of at least P-1 and A-1, respectively, or are insured by the Federal Deposit Insurance Corporation. Secured Party Parties 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 Collateral may be dealt with by Secured Party Parties in the same manner as other cash Collateral. The provisions of this subparagraph are shall be applicable whether or not only upon the occurrence and continuance of a Default or Potential Default existsDefault.

Certain Proceeds. Notwithstanding any contrary provision herein, any and all: (i) dividends, interest, or other Distributions distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions distributions paid or payable in violation of the Loan Documents, ; shall be part of the Collateral hereunder, and shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this Security Agreement. Any cash Agreement (provided, that insurance proceeds or any other amounts payable as a result of Collateral which come into casualty or condemnation shall be governed by the possession terms of Secured Party (includingthe Credit Agreement applicable to Dispositions, without limitation, insurance proceedsincluding Section 2.03(b) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then duethereof), be released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in time deposits or certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any 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 thereofCash Equivalents, as Secured Party may choose. 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 Collateral 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. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, or other Distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 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 Collateral hereunder, and shall, if received by ▇▇▇▇▇▇[any] Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by [such] Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of Secured 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 released in whole or in part to or on the written instructions of [such] Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any 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 Debtor[s] for any loss which may result therefrom. All interest and other amounts earned from any investment of Collateral 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. Notwithstanding any contrary provision herein, any and all: (i) dividends, interest, or other Distributions distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions distributions paid or payable in violation of the Loan Documents, ; shall be part of the Collateral hereunder, and shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this Security Agreement. Any cash Agreement (provided, that insurance proceeds or any other amounts payable as a result of Collateral which come into casualty or condemnation shall be governed by the possession terms of Secured Party (includingthe Credit Agreement applicable to Dispositions, without limitation, insurance proceedsincluding Section 2.03(b) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then duethereof), be released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in time deposits or certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'’▇ and S&P of P-1 P‑1 and A-1A‑1+, respectively, or in securities issued or guaranteed by the United States of America or any agency thereofCash Equivalents, as Secured Party may choose. 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 Collateral 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. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, or other Distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 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 Collateral hereunder, shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this Security Pledge Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party (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 released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any 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 Collateral 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. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, or other Distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 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 Collateral hereunder, and shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party on and after the occurrence 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 Indebtedness (to the extent then due), be released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any 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 Collateral 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 Event of Default exists.

Certain Proceeds. Notwithstanding any contrary provision herein, any and all (i) dividends, interest, or other Distributions distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral; (ii) dividends, interest, or other Distributions distributions hereafter paid or payable in cash in respect of any Collateral in connection with a partial 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 distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions distributions paid or payable in violation of the Loan Documents, shall be part of the Collateral hereunder, and shall, if received by ▇▇▇▇▇▇Debtor, be held in trust for the benefit of Secured Party, and shall forthwith be delivered to Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of Secured 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 released in whole or in part to or on the written instructions of Debtor for any general or specific purpose, or be retained in whole or in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party may be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any state or national bank having combined capital and surplus greater than $100,000,000 with a short term 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. 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 Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The Except as specifically provided herein, the provisions of this subparagraph are applicable whether or not a Default or Potential Event of Default exists.