Common use of Certain Proceeds Clause in Contracts

Certain Proceeds. Any and all dividends or distributions in property made on or in respect of the Collateral, and any proceeds of the Collateral, whether such dividends, distributions, or proceeds result from a subdivision, combination or reclassification of the Equity Securities of any Person or as a result of any merger, consolidation, acquisition or other exchange of assets to which Pledgor may be a party, or otherwise, shall be part of the Collateral hereunder, shall, if received by Pledgor, be held in trust for the benefit of Lender, and shall forthwith be delivered to Lender (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor in accordance with Lender’s instructions) to be held subject to the terms hereof. Prior to the occurrence and continuation of an Event of Default, any cash proceeds of Collateral which come into the possession of Lender may, at the Pledgor’s option, be applied in whole or in part to the Obligations, or be released in whole or in part to or on the written instructions of the Pledgor(s) for any general or specific purpose not in violation of the Note, or be retained in whole or in part by Lender as additional Collateral. Upon the occurrence and continuation of an Event of Default, any cash proceeds of Collateral may, at Lender’s option, be applied to the Obligations. Any dividends, distributions or other payments received in respect of the Collateral that are received by Pledgor contrary to the provisions of this clause (e) shall be received in trust for the benefit of Lender, shall be segregated from the other funds of Pledgor and shall immediately be paid over to Lender as Collateral in the same form as so received.

Certain Proceeds. Any Notwithstanding any contrary provision herein, any and all dividends all (i) dividends, interest, or distributions other Distributions paid or payable other than in cash in respect of, and instruments and other property made on 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 the 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, and any proceeds interest, or other Distributions paid or payable in violation of the Collateral, whether such dividends, distributions, or proceeds result from a subdivision, combination or reclassification of the Equity Securities of any Person or as a result of any merger, consolidation, acquisition or other exchange of assets to which Pledgor may be a party, or otherwiseLoan Documents, shall be part of the Collateral hereunder, and shall, if received by Pledgor[any] Debtor, be held in trust for the benefit of LenderSecured Party, and shall forthwith be delivered to Lender Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor [such] Debtor in accordance with Lender’s Secured Party's instructions) to be held subject to the terms hereofof this Security Agreement. Prior to the occurrence and continuation of an Event of Default, any Any cash proceeds of Collateral which come into the possession of Lender Secured Party on and after the occurrence of a Default (including, without limitation, insurance proceeds) may, at the Pledgor’s Secured Party's option, be applied in whole or in part to the ObligationsObligation (to the extent then due), or be released in whole or in part to or on the written instructions of the Pledgor(s) [such] Debtor for any general or specific purpose not in violation of the Notepurpose, or be retained in whole or in part by Lender Secured Party as additional Collateral. Upon Any cash Collateral in the occurrence 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 continuation surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of an Event P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of Default, America or any cash proceeds 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 Collateral may, at Lender’s option, may be applied to dealt with by Secured Party in the Obligationssame manner as other cash Collateral. Any dividends, distributions or other payments received in respect of the Collateral that are received by Pledgor contrary to the The provisions of this clause (e) shall be received in trust for the benefit of Lender, shall be segregated from the other funds of Pledgor and shall immediately be paid over to Lender as Collateral in the same form as so receivedsubparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. Any During any continuing Event of Default, any and all stock dividends or distributions in of property made on or in respect of the CollateralPledged Interests, any cash withdraws from any capital account relating to any of the Pledged Interests, and any proceeds of the CollateralPledged Interests, whether such dividends, distributions, or proceeds result from a subdivision, combination or reclassification of the any outstanding Equity Securities of any Person Interests owned by Grantor or as a result of any merger, consolidation, acquisition or other exchange of assets to which Pledgor Grantor may be a party, or otherwise, shall be part of the Collateral Pledged Interests hereunder, shall, if received by PledgorGrantor, be held in trust for the benefit of Lenderthe Secured Party, and shall forthwith be delivered to Lender the Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond transfer powers executed by the Pledgor applicable Grantor in accordance with Lenderthe Secured Party’s instructions) to be held subject to the terms hereof. Prior to the occurrence and continuation of an Event of Default, any cash proceeds of Collateral Pledged Interests which come into the possession of Lender the Secured Party may, at the PledgorGrantor’s option, be applied in whole or in part to the Secured Obligations, or be released in whole or in part to or on the written instructions of the Pledgor(s) Grantor’s for any general or specific purpose not in violation of the Promissory Note, or be retained in whole or in part by Lender the Secured Party as additional CollateralPledged Interests. Upon the occurrence and continuation of an Event of Default, any cash proceeds of Collateral may, at Lender’s option, Pledged Interests shall be applied to the Secured Obligations. Any dividends, distributions or other payments received in respect of the Collateral that are received by Pledgor contrary to the provisions of this clause (e) shall be received in trust for the benefit of Lender, shall be segregated from the other funds of Pledgor and shall immediately be paid over to Lender as Collateral in the same form as so received.

Certain Proceeds. Any and all stock dividends or distributions in Distributions of property made on or in respect of the CollateralPledged Interests, any cash withdraws from any capital account relating to any of the Pledged Interests, and any proceeds of the CollateralPledged Interests, whether such dividends, distributionsDistributions, or proceeds result from a subdivision, combination or reclassification of the any outstanding Equity Securities of any Person Interests owned by Grantor or as a result of any merger, consolidation, acquisition or other exchange of assets to which Pledgor Grantor may be a party, or otherwise, shall be part of the Collateral Pledged Interests hereunder, shall, if received by PledgorGrantor, be held in trust for the benefit of Lender, and shall forthwith be delivered to Lender (accompanied by proper instruments of assignment and/or stock and/or bond transfer powers executed by the Pledgor applicable Grantor in accordance with Lender▇▇▇▇▇▇’s instructions) to be held subject to the terms hereof. Prior to the occurrence and continuation of an Event of Default, any cash proceeds of Collateral Pledged Interests which come into the possession of Lender may, at the PledgorGrantor’s option, be applied in whole or in part to the Secured Obligations, or be released in whole or in part to or on the written instructions of the Pledgor(s) Grantor’s for any general or specific purpose not in violation of the NoteCredit Agreement, or be retained in whole or in part by Lender ▇▇▇▇▇▇ as additional CollateralPledged Interests. Upon the occurrence and continuation of an Event of Default, any cash proceeds of Collateral may, at Lender’s option, Pledged Interests shall be applied to the Secured Obligations. Any dividends, distributions or other payments received in respect of the Collateral that are received by Pledgor contrary to the provisions of this clause (e) shall be received in trust for the benefit of Lender, shall be segregated from the other funds of Pledgor and shall immediately be paid over to Lender as Collateral in the same form as so received.

Certain Proceeds. Any Except as provided for in the Credit Agreement including, without limitation, Section 3.3 thereof, notwithstanding any contrary provision herein, any and all stock dividends or distributions in property made on or in respect of the Collateralany Pledged Securities, and any proceeds of the Collateralany Pledged Securities, whether such dividends, distributions, or proceeds result from a subdivision, combination combination, or reclassification of the Equity Securities outstanding capital stock of any Person issuer thereof or as a result of any merger, consolidation, acquisition acquisition, or other exchange of assets to which Pledgor any issuer may be a party, or otherwise, shall be part of the Collateral hereunder, shall, if received by PledgorDebtor, be held in trust for the benefit of LenderSecured Party, and shall forthwith be delivered to Lender Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Pledgor Debtor in accordance with Lender’s Secured Party's instructions) to be held subject to the terms hereofof this Security Agreement. Prior to the occurrence and continuation of an Event of Default, any Any cash proceeds of Collateral which come into the possession of Lender Secured Party (including, without limitation, insurance proceeds) may, at the Pledgor’s Secured Party's option, be applied in whole or in part to the ObligationsObligation (to the extent then due), or be released in whole or in part to or on the written instructions of the Pledgor(s) Debtor for any general or specific purpose not in violation of the Notepurpose, or be retained in whole or in part by Lender Secured Party as additional Collateral. Upon the occurrence and continuation of an Event of Default; provided, any however, that cash proceeds of Collateral may, at Lender’s option, that are the result of the events described in Sections 3.3(a) and (b) of the Credit Agreement shall be applied in accordance with the terms of such section. Furthermore, prior to the Obligationsoccurrence of a Default, Debtor shall be entitled to receive, and not by delivery to Secured Party, non-liquidating Distributions (as defined in the Credit Agreement) made from time to time by ▇▇▇▇▇▇ Parkway, L.L.C., to its members generally, in the ordinary course of its business, in the amount of up to $45,000 per month; and, without limiting the foregoing, during each Anniversary Period (as defined in the Credit Agreement), Debtor shall make payments to Secured Party, as a result of payments or Distributions made on account of the Debt or equity instruments or securities issued to Debtor by Logix Enterprises, in the amount of at least $3,000,000 (each a "Minimum Payment"). In its discretion, Debtor may cover shortfalls in Minimum Payments through (i) subject to Section 8.18 of the Credit Agreement, the sale by Debtor of Released Shares (as defined in the Credit Agreement) or (ii) subject to Section 3.3(a) of the Credit Agreement, prior to the occurrence of a Default or Potential Default, the sale by Debtor of shares of Communications constituting Collateral so long as the price per share of any Collateral shares sold is not below $7.00 per share. Any dividends, distributions payments made as a result of payments or other payments received in respect Distributions made on account of the Debt or equity instruments or securities issued to Debtor by Logix Enterprises in excess of $3,000,000 per Anniversary Period, shall reduce future Minimum Payments on a pro rata basis. All other 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 that are received may be dealt with by Pledgor contrary to Secured Party in the same manner as other cash Collateral. The provisions of this clause (e) shall be received in trust for the benefit of Lender, shall be segregated from the other funds of Pledgor and shall immediately be paid over to Lender as Collateral in the same form as so receivedsubparagraph are applicable whether or not a Default or Potential Default exists.