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;
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 instructions) to be held subject to the terms of this Security Agreement (provided, that insurance proceeds or any other amounts payable as a result of casualty or condemnation shall be governed by the terms of the Credit Agreement applicable to Dispositions, including Section 2.03(b) thereof). 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 Xxxxx’x and S&P of P-1 and A-1+, respectively, or in Cash 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.
Certain Proceeds. Notwithstanding any provision of this Agreement to the contrary, any and all stock dividends or distributions in property made on or in respect of any Collateral that is securities, and any proceeds of any Collateral that is securities, whether 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, shall be part of the Collateral hereunder, and shall, if received by any Debtor, be held in trust for the Collateral Agent, for the benefit of the Secured Parties. Upon notice from the Collateral Agent, such dividends, distributions or other proceeds shall forthwith be delivered to the Collateral Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by such Debtor in accordance with the Collateral Agent's instructions) to be held subject to the terms of this Agreement. Any cash proceeds of Collateral which come into the possession of the Collateral Agent (including, without limitation, insurance proceeds) may, at the Collateral Agent's option, be applied in whole or in part to the Obligations (to the extent then due), be released in whole or in part to or on the written instructions of Debtors for any general or specific purpose, or be retained in whole or in part by the Collateral Agent as additional Collateral. Any cash Collateral in the possession of the Collateral Agent may be invested by the Collateral Agent in certificates of deposit of a term of 12 months or less issued by any 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 agency thereof that mature within a year of the date of acquisition thereof. The Collateral Agent shall never be obligated to make any such investment and shall never have any liability to any Debtor for any loss that may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by the Collateral Agent 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.
Certain Proceeds. Any and all distributions in property made on or in respect of the Collateral, and any proceeds of the Collateral, whether such distributions, or proceeds result from a subdivision, combination or reclassification of the partnership interests of Assignor or as a result of any merger, consolidation, acquisition or other exchange of assets to which Assignor may be a party, or otherwise, shall be part of the Collateral hereunder, shall, if received by Assignor, be held in trust for the benefit of Agent, and shall forthwith be delivered to Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Assignor in accordance with Agent's instructions) to be held subject to the terms hereof. Any cash proceeds of Collateral which come into the possession of Agent may, at Agent'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 Assignor for any general or specific purpose, or be retained in whole or in part by Lenders as additional Collateral.
Certain Proceeds. Any and all stock 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 outstanding capital stock of Borrower or as a result of any merger, consolidation, acquisition or other exchange of assets to which Borrower may be a party, or otherwise, shall be part of the Collateral hereunder, shall, if received by Borrower, be held in trust for the benefit of Agent, and shall forthwith be delivered to Agent (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by Borrower in accordance with Agent's instructions) to be held subject to the terms hereof. Any cash proceeds of Collateral which come into the possession of Agent may, at Agent'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 Borrower for any general or specific purpose, or be retained in whole or in part by Lender as additional Collateral.
Certain Proceeds. After the occurrence and during the continuance of an Event of Default, any cash Proceeds of Collateral which come into the possession of Secured Party (including, without limitation, insurance and condemnation proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation, 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 but 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.
Certain Proceeds. (a) If any Default or Event of Default shall have occurred and be continuing, the Obligor shall, upon request of the Collateral Agent, promptly notify (and the Obligor hereby authorizes the Collateral Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Collateral Agent under this Agreement and that any payments due or to become due in respect of such Collateral are to be made directly to the Collateral Agent. All such payments made to the Collateral Agent shall be immediately deposited in the Collateral Account.
(b) The Obligor agrees that if the proceeds of any Collateral (including payments made in respect of Accounts and Instruments) shall be received by it following the occurrence and during the continuation of a Default, the Obligor shall as promptly as possible deposit such proceeds into the Collateral Account. Until so deposited, all such proceeds shall be held in trust by the Obligor for and as the property of the Collateral Agent and shall not be commingled with any other funds or property of the Obligor.
Certain Proceeds. Except as provided in the next sentence, in the event any Grantor receives any dividends, interest or distributions on any Investment Property, or any securities or other property upon the merger, consolidation, liquidation or dissolution of any issuer of any such Proceeds, then (a) such dividends, interest or distributions and securities or other property will be included in the definition of Collateral without further action, and (b) subject to the Intercreditor, such Grantor will immediately take all steps, if any, reasonably necessary or advisable to ensure the validity, perfection, priority and, if applicable, control of the Collateral Agent over such Proceeds (including delivery thereof to the Collateral Agent) and pending any such action such Grantor will be deemed to hold such dividends, interest, distributions, securities or other property in trust for the benefit of the Collateral Agent and will be segregated from all other property of such Grantor. Notwithstanding the foregoing, so long as no Event of Default will have occurred and be continuing, the Collateral Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid in the normal course of the business of the issuer and consistent with the past practice of the issuer and all scheduled payments of principal and interest.
Certain Proceeds. Notwithstanding any provision of this Agreement to the contrary, any and all stock dividends or distributions in property made on or in respect of any Collateral that is securities, and any proceeds of any Collateral that is securities, whether 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, shall be part of the Collateral hereunder, shall, if received by the Company, be held in trust for the benefit of Gryphon, and shall forthwith be delivered to Gryphon (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Company in accordance with Gryphon's instructions) to be held subject to the terms of this Agreement. Any cash proceeds of Collateral which come into the possession of Gryphon (including, without limitation, insurance proceeds) may, at Gryphon'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 the Company for any general or specific purpose, or be retained in whole or in part by Gryphon as additional Collateral. Any cash Collateral in the possession of Gryphon may be invested by Gryphon in certificates of deposit issued by any state or national bank having combined capital and surplus greater than $10,000,000, or in securities issued or guaranteed by the United States of America or any agency thereof. Gryphon shall never be obligated to make any such investment and shall never have any liability to the Company for any loss that may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Gryphon in the same manner as other cash Collateral. The provisions of this subsection shall be applicable whether or not an Event of Default has occurred and is continuing.
Certain Proceeds. Upon the occurrence of a Default or an Event of Default and so long as such Default or Event of Default is continuing, any cash proceeds of Collateral which come into the possession of Secured Party may, at Secured Party's option, be applied in whole or in part to the 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 only be invested by Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates), 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.
