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, 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 contrary provision herein, any and all: (i) dividends, interest, all stock dividends or other distributions paid in property 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 dissolutionPledged Securities, and any proceeds of any Pledged 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 Documents; otherwise, 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 Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party (providedincluding, that without limitation, insurance proceeds 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Moody's and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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 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 P‑1 and A-1A‑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. The provisions of this Section 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or 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 agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, that without limitation, insurance proceeds 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 Debtor for any other amounts payable general or specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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 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 Pledge Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party (providedincluding, that without limitation, insurance proceeds 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Xxxxx'x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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 Except to the extent such transaction is expressly permitted by Sections 9.20, 9.22, or 9.24 of the Credit Agreement, 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 [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 's instructions) to be held subject to the terms of this Security Agreement Pledge Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party on and after the occurrence of a Default (providedincluding, that without limitation, insurance proceeds 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Moody's and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurixxxx xxsued 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) Any and all dividends, interest, or other distributions paid or payable in cash or 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 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, and (B) if requested by Secured Party, 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 Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party during the continuance of an Event of Default (providedincluding, that without limitation, insurance proceeds proceeds) may, at Secured Party’s option, be applied in whole or any other amounts payable as a result of casualty in part to the Obligations (to the extent then due), be released in whole or condemnation shall be governed by in part to or on the terms written instructions of the Credit Agreement applicable to Dispositionsrelevant Debtor for any general or specific purpose, including Section 2.03(bor be retained in whole or in part by Secured Party as additional Collateral. (ii) thereof). Any Whether or not a Default or Event of Default exists (A) any cash Collateral in the possession of Secured Party may be invested by Secured Party in time deposits or deposit accounts and 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 Moody’s and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choose. 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. All therefrom and (B) 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 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 [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 's instructions) to be held subject to the terms of this Security Agreement Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party on and after the occurrence of a Default (providedincluding, that without limitation, insurance proceeds 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Xxxxx'x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or or bond powers executed by the applicable Debtor in accordance with Secured Party’s 's instructions) to be held subject to the terms of this Security Agreement agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, 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 insurance proceeds applicable Debtor for any general or any other amounts payable specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 securities issued or guaranteed by the United States of America or 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.its

Certain Proceeds. Notwithstanding Except as provided for in the Credit Agreement including, without limitation, Section 3.3 thereof, notwithstanding any contrary provision herein, any and all: (i) dividends, interest, all stock dividends or other distributions paid in property 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 dissolutionPledged Securities, and any proceeds of any Pledged 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 Documents; otherwise, 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 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; provided, however, that insurance cash proceeds or any other amounts payable of Collateral 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 occurrence 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 Xxxxxx 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 casualty payments or condemnation shall be governed Distributions made on account of the Debt or equity instruments or securities issued to Debtor by Logix Enterprises, in the terms 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 applicable Agreement, the sale by Debtor of Released Shares (as defined in the Credit Agreement) or (ii) subject to DispositionsSection 3.3(a) of the Credit Agreement, including Section 2.03(b) thereof)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 cash Collateral payments made 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 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 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 Xxxxx'x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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. The provisions of this CLAUSE (E) are applicable only while an Event of Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 - are part of the Collateral hereunderCollateral, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or or bond powers executed by the applicable Debtor in accordance with Secured Party’s 's instructions) to be held subject to the terms of this Security Agreement agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, 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 insurance proceeds applicable Debtor for any general or any other amounts payable specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to any Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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 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 DebtorXxxxxx, 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 Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party (providedincluding, that without limitation, insurance proceeds 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Xxxxx'x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or or bond powers executed by the applicable Debtor in accordance with Secured Party’s 's instructions) to be held subject to the terms of this Security Agreement agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, 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 insurance proceeds applicable Debtor for any general or any other amounts payable specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to any Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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 Except to the extent such transaction is expressly permitted by Sections 9.20, 9.22, or 9.24 of the Credit Agreement, 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 (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)Pledge Agreement. Any cash proceeds of Collateral in which come into the possession of Secured Party may (including, without limitation, insurance proceeds) may, at Secured Party's option, be invested 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 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.additional

Certain Proceeds. The provisions of this SECTION 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or 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 agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, that without limitation, insurance proceeds 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 Debtor for any other amounts payable general or specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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.. Exhibit C --------- 5

Certain Proceeds. The provisions of this CLAUSE (E) are applicable ---------------- only while an Event of Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or 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 agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, that without limitation, insurance proceeds 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 Debtor for any other amounts payable general or specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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 contrary provision herein, ---------------- any and all: (i) dividends, interest, all stock dividends or other distributions paid Distributions in property 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 dissolutionCollateral, and any proceeds of any Collateral, 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 Documents; otherwise, 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 Pledge Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party on and after the occurrence of an Event of Default (providedincluding, that without limitation, insurance proceeds with respect to the Collateral) 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 other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x Xxxxx'x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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 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 instructions) to be held subject to the terms of this Security Agreement Agreement. Any cash proceeds of Collateral which come into the possession of Secured Party on and after the occurrence of an Event of Default (providedincluding, that without limitation, insurance proceeds proceeds) may, at Secured Party’s option, be applied in whole or in part to the Indebtedness (to the extent then due), be released in whole or in part to or on the written instructions of Debtor for any other amounts payable general or specific purpose, or be retained in whole or in part by Secured Party 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)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 Xxxxx’x and S&P of P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may choosesecurities 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 Event of Default exists.

Certain Proceeds. The provisions of this CLAUSE (E) are applicable only while a Default exists. Notwithstanding any contrary provision hereinprovision, any and all: (i) dividends, interest, all dividends or other distributions paid or payable other than in cash of property in respect of, and instruments 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 property received, receivableexchange of assets to which any issuer may be a party, 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 -- are part of the Collateral hereunderCollateral, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall forthwith immediately be delivered to Secured Party (accompanied by proper instruments of assignment and/or or stock and/or or bond powers executed by the applicable Debtor in accordance with Secured Party’s 's instructions) to be held subject to the terms of this Security Agreement agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (providedincluding, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligations (to the extent then due), be fully or partially released to or under the written instructions of that insurance proceeds applicable Debtor for any general or any other amounts payable specific purpose, or be fully or partially retained by Secured Party 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)additional Collateral. Any cash Collateral in the Secured Party's 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) Party, any Lender, or by any other 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 choosesecurities issued or guaranteed by the United States of America or any of its agencies. Secured Party shall is never be obligated to make any such investment and shall never have has any liability to any Debtor or any Lender for any loss which that may result therefromfrom any investment or non-investment. 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 contrary provision herein, any and all: (i) dividends, interest, all stock dividends or other non-cash distributions paid 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 Documents; otherwise, shall be part of the Collateral hereunder, and 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 Agreement agreement. Any cash proceeds of Collateral which come into the possession of any Secured Party (providedincluding, that without limitation, insurance proceeds 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 other amounts payable 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 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)additional Collateral. Any cash Collateral in the possession of any Secured Party may be invested by such Secured Party in time deposits or (a) obligations of the United States of America and agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition, and (b) certificates of deposit issued by Secured Party (if Secured Party issues such certificates) commercial banks organized under the Laws of the United States of America or by any state or national bank thereof and having combined capital capital, surplus, and surplus greater undivided profits of not less than $100,000,000 with 100,000,000, which have a rating from Xxxxx’x Moodx'x Xxxestors Service, Inc., and S&P Standard & Poors Corporation of at least P-1 and A-1+, respectively, or in Cash Equivalents, as Secured Party may chooseare 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 shall be applicable only upon the occurrence and continuance of a Default.