Common use of Certain Proceeds Clause in Contracts

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. Notwithstanding any provision of this Agreement to the contrary, any (i) 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, acquisitioninterest, or other exchange of assets to which any issuer may be a partydistributions paid or payable in cash or other than in cash in respect of, and instruments and other property received, receivable, or otherwiseotherwise distributed in respect of, or in exchange for, any Collateral 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 Collateral Agent, for the benefit of the Secured Parties. Upon notice from the and (B) if requested by Collateral Agent, such dividendsacting in accordance with the Intercreditor Agreement, 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 ’s instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which that come into the possession of the Collateral Agent during the continuance of an Event of Default (including, without limitation, insurance proceeds) may, at the Collateral Agent's option’s option and in accordance with the Intercreditor Agreement, be applied in whole or in part to the Secured Obligations (to the extent then due), be released in whole or in part to or on the written instructions of Debtors the relevant Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent as additional Collateral. Any . (ii) During the continuance of an Event of Default (A) 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 Cash Equivalents 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 and, absent Collateral Agent’s gross negligence or willful misconduct, shall never have any liability to any Debtor for any loss that may result therefrom. All therefrom and (B) 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. 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 the 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 the 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 the Debtor 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 the 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. Notwithstanding any contrary provision of this Agreement to the contraryherein, any and all stock dividends all (i) dividends, interest, or 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 any Collateral that is securitiesin connection with a partial or total liquidation or dissolution, and 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 proceeds of any Collateral that is securities, whether such Collateral; and (iv) 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, acquisitioninterest, or other exchange distributions paid or payable in violation of assets to which any issuer may be a party, or otherwisethe Loan Documents, 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 AgentParty, such dividends, distributions or other proceeds and shall forthwith be delivered to the Collateral Agent Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by such Debtor in accordance with the Collateral Agent's 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 Collateral Agent occurrence of an Event of Default (including, without limitation, insurance proceeds) may, at the Collateral Agent's 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 Debtors Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent Secured Party as additional Collateral. Any cash Collateral in the possession of the Collateral Agent Secured Party may be invested by the Collateral Agent Secured Party in certificates of deposit of a term of 12 months issued by Secured Party (if Secured Party issues such certificates) or less issued by any state or national bank having combined capital and surplus greater than $100,000,000100,000,000 with a rating from Xxxxx’x 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 that mature within a year of the date of acquisition thereof. The Collateral Agent Secured Party shall never be obligated to make any such investment and shall never have any liability to any Debtor for any loss that which may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by the Collateral Agent Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph shall be are applicable whether or not a Default has occurred and is continuingor Event of Default exists.

Certain Proceeds. Notwithstanding any provision of this Agreement to the contrary, any (i) 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, acquisitioninterest, or other exchange of assets to which any issuer may be a partydistributions paid or payable in cash or other than in cash in respect of, and instruments and other property received, receivable, or otherwiseotherwise distributed in respect of, or in exchange for, any Collateral shall be part of the Collateral hereunder, and from and after the occurrence and during the continuance of an Event of Default, (A) 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 dividendsand (B) if requested by the Lead Holder or the Collateral Agent and subject to the Intercreditor Agreement, 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 ’s instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of the Collateral Agent upon the occurrence and during the continuance of an Event of Default (including, without limitation, including insurance proceeds) may, at the Collateral Agent's ’s option, exercisable in its sole discretion or upon the written direction of the Majority Holders, 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 the relevant Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent as additional Collateral. Any . (ii) Whether or not a Default or Event of Default exists (A) any cash Collateral in the Cash Collateral Account or received by the Collateral Agent from the sale, collection or other realization upon any Collateral (but not other cash Collateral) in the possession of the Collateral Agent may be invested by the Collateral Agent in deposit accounts and certificates of deposit of a term of 12 months issued by the Collateral Agent (if the Collateral Agent issues such certificates) or less issued by any state or national bank having combined capital and surplus greater than $100,000,000100,000,000 with a rating from Moody’s and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any agency thereof that mature within a year of and 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 which may result therefrom. All therefrom and (B) 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. 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 and shall forthwith be delivered to the Collateral Agent Secured Parties (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by such Debtor in accordance with the Collateral Agent's Secured Parties' 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 Secured Parties (including, without limitation, insurance proceeds) may, at the Collateral Agent's Secured Parties' option, be applied in whole or in part to the Obligations Obligation (to the extent then due), be released in whole or in part to or on the written instructions of Debtors Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent Secured Parties as additional Collateral. Any cash Collateral in the possession of the Collateral Agent Secured Parties may be invested by the Collateral Agent Secured Parties 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 $100,000,00010,000,000, 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 Secured Parties 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 Secured Parties in the same manner as other cash Collateral. The provisions of this subparagraph shall be applicable whether or not a Default has occurred and is continuing.

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 ’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 ’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. Notwithstanding any provision of this Agreement If the insurance proceeds relating to the contrary, any Damaged Improvements are less than $5,000,000.00 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, Tenant 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, have elected or be retained in whole required to repair or in part by restore the Collateral Agent as additional Collateral. Any cash Collateral in the possession Premises and no Event 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, all such proceeds shall be paid to Tenant immediately upon demand to be applied, as necessary, for the repair or restoration of the affected improvements and, thereafter, to be distributed in accordance with paragraph (d) below; in any other event, provided no Event of Default has occurred and is continuing in which case such proceeds shall be held by Landlord as collateral security for the performance by Tenant of its obligations under this Lease, all such proceeds shall be disbursed in accordance with the following: (a) The full amount of such proceeds shall be paid to Landlord’s mortgagees, if any, or if none, to a bank or trust company selected by Landlord, acting at the direction of Landlord, from a list of creditworthy banks submitted by Tenant (such payee is referred to as the “Depository”). The Depository shall have no affirmative obligation to prosecute a determination of the amount of, or to effect the collection of, any proceeds unless the Depository shall have been given an express written undertaking to do so. Moneys received by the Depository pursuant to the provisions of this Lease shall not be commingled with the Depository’s own funds and shall be held by the Depository in trust, either separately or with other trust funds in an interest bearing money market account, for the uses and purposes provided in this Lease. The Depository shall not be liable or accountable for any action taken or suffered by the Depository or for any disbursement of moneys made by the Depository in good faith in reliance on advice of legal counsel. In disbursing monies pursuant to this Section, the Depository may rely conclusively on the information contained in any notice given to the Depository by Tenant in accordance with the provisions hereof unless Landlord notifies the Depository in writing within five Business Days after the giving of any such notice by Tenant that Landlord intends to dispute such information, in which case the disputed amount shall not be disbursed but shall continue to be held by the Depository until such dispute shall have been resolved; (b) If an Event of Default has occurred and is continuing at the time of the subject casualty or thereafter during the repair or restoration period, Landlord may require that Tenant deposit with the Depository the excess of the expected remaining cost of repair or restoration over the amount then on deposit with the Depository; (c) So long as no Event of Default has occurred and is continuing from time to time, but not more often than once in any 30-day period, and provided that Tenant has first paid any amounts required to be paid by Tenant out of its own funds hereunder, Tenant may (i) request reimbursement out of such proceeds for the actual costs and expenses incurred by Tenant in connection with such repair and rebuilding; or (ii) request the Depository to pay such costs and expenses directly to contractors and suppliers. Such requests shall be made by written notice to the Depository, with a copy to Landlord, setting forth in reasonable detail all of such costs and expenses incurred by Tenant and certifying that (1) all of such costs and expenses are due and owing (or will be due and owing within the next 30 days), (2) such costs and expenses were not the subject of a previous certificate delivered pursuant to this clause (ii) and (3) the amounts on deposit with the Depository are, in the opinion of Tenant, sufficient to complete the repair or restoration of the affected improvements. If Landlord shall in good faith desire to dispute the information contained in any notice given by Tenant, Landlord shall so notify Tenant and the Depository in writing within five (5) Business Days after the giving of such notice, specifying the amount intended to be disputed and the nature of the dispute. After such five (5) Business Days period has elapsed, if Landlord has not disputed the information contained in Tenant’s notice, the Depository shall promptly disburse to Tenant out of such proceeds the amount of such costs and expenses; and (d) So long as no Event of Default has occurred and is continuing from time to time, and provided that Tenant has first paid any amounts required to be paid by Tenant out of its own funds hereunder, any proceeds under insurance paid for or provided by Tenant in excess of amounts necessary for the repair or restoration of the affected Improvements shall be paid over to or retained by Tenant, together with all interest accrued upon all proceeds deposited with the Depository pursuant to Subsection 11.3(a) hereof, less all usual, customary, reasonable costs and expenses of Landlord’s mortgagee and the Depository in connection with administering such proceeds (without duplication of such costs and expenses).

Certain Proceeds. Notwithstanding any provision of this Agreement to the contrary, any Any and all stock dividends or distributions in property made on or in respect of any Collateral that is securitiesthe Collateral, and any proceeds of any Collateral that is securitiesthe Collateral, whether such dividends, distributions, or proceeds result from a subdivision, combination, combination or reclassification of the outstanding capital stock Equity Securities of any issuer thereof Person or as a result of any merger, consolidation, acquisition, acquisition or other exchange of assets to which any issuer Pledgor may be a party, or otherwise, shall be part of the Collateral hereunder, and shall, if received by any DebtorPledgor, be held in trust for the Collateral Agent, for the benefit of the Secured Parties. Upon notice from the Collateral AgentLender, such dividends, distributions or other proceeds and shall forthwith be delivered to the Collateral Agent Lender (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by such Debtor the Pledgor in accordance with the Collateral Agent's Lender’s instructions) to be held subject to the terms hereof. Prior to the occurrence and continuation of this Agreement. Any an Event of Default, any cash proceeds of Collateral which come into the possession of the Collateral Agent (including, without limitation, insurance proceeds) Lender may, at the Collateral Agent's Pledgor’s option, be applied in whole or in part to the Obligations (to the extent then due)Obligations, or be released in whole or in part to or on the written instructions of Debtors the Pledgor(s) for any general or specific purposepurpose not in violation of the Note, or be retained in whole or in part by the Collateral Agent 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 cash 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 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 form as other cash Collateral. The provisions of this subparagraph shall be applicable whether or not a Default has occurred and is continuingso received.

Certain Proceeds. Notwithstanding any contrary provision of this Agreement to the contraryherein, any and all stock dividends all (i) dividends, interest, or 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 any Collateral that is securitiesin connection with a partial or total liquidation or dissolution, and 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 proceeds of any Collateral that is securities, whether such Collateral; and (iv) 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, acquisitioninterest, or other exchange distributions paid or payable in violation of assets to which any issuer may be a party, or otherwisethe Loan Documents, 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 AgentParty, such dividends, distributions or other proceeds and shall forthwith be delivered to the Collateral Agent Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by such Debtor in accordance with the Collateral Agent's 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 during the Collateral Agent continuance of an Event of Default (including, without limitation, insurance proceeds) may, at the Collateral Agent's 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 Debtors Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent Secured Party as additional Collateral. Any cash Collateral in the possession of the Collateral Agent Secured Party may be invested by the Collateral Agent Secured Party in certificates of deposit of a term of 12 months issued by Secured Party (if Secured Party issues such certificates) or less issued by any state or national bank having combined capital and surplus greater than $100,000,000100,000,000 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 that mature within a year of the date of acquisition thereof. The Collateral Agent Secured Party shall never be obligated to make any such investment and shall never have any liability to any Debtor for any loss that which may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by the Collateral Agent Secured Party in the same manner as other cash Collateral. The Except as specifically provided herein, the provisions of this subparagraph shall be are applicable whether or not a Default has occurred and is continuingor Event of Default exists.

Certain Proceeds. Notwithstanding any contrary provision of this Agreement to the contraryherein, any and all stock 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 any Collateral that is securitiesin connection with a partial or total liquidation or dissolution, and 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 proceeds of any Collateral that is securities, whether such Collateral; and (iv) 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, acquisitioninterest, or other exchange Distributions paid or payable in violation of assets to which any issuer may be a party, or otherwisethe Credit Documents, shall be part of the Collateral hereunder, and shall, if received by any DebtorPledgor, be held in trust for the benefit of Collateral Agent, for the benefit of the Secured Parties. Upon notice from the Collateral Agent, such dividends, distributions or other proceeds and 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 Pledgor in accordance with the Collateral Agent's instructions) to be held subject to the terms of this Security Agreement. Any cash proceeds of Collateral which come into the possession of the Collateral Agent on and after the occurrence of an Event of Default (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 Pledgor 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 issued by Collateral Agent (if Collateral Agent issues such certificates) or less issued by any state or national bank having combined capital and surplus greater than $100,000,000100,000,000 with a rating from Xxxxx'x 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 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 Pledgor for any loss that which 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 SECTION 8(f) are applicable whether or not a Default has occurred and is continuingor Event of Default exists.