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 contrary provision of this Agreement to the contraryherein, any and all stock dividends or distributions in property made on or in respect of any Collateral that is securitiesPledged Securities, and any proceeds of any Collateral that is securitiesPledged 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 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 AgentSecured 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 the Collateral Agent Secured Party (including, without limitation, insurance proceeds) may, at the Collateral AgentSecured Party's 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 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 Potential Default exists.

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 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 contrary provision of this Agreement to the contraryherein, any and all stock dividends or other non-cash 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 benefit of Secured Parties, and shall be delivered promptly to Secured Parties or to Agent, for the benefit on behalf 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 Secured Parties' instructions) to be held subject to the terms of this Agreementagreement. Any cash proceeds of Collateral which come into the possession of the Collateral Agent any Secured Party (including, without limitation, insurance proceeds) may, at the Collateral Agentsuch Secured Party's option, be applied in whole or in part to the Obligations Obligation (to the extent then due)) and to NationsBank's net exposure then existing under all foreign exchange contracts between any Company and NationsBank, be released in whole or in part to or on the written instructions of Debtors Debtor for any general or specific purpose, or be retained in whole or in part by the Collateral Agent such Secured Party as additional Collateral. Any cash Collateral in the possession of the Collateral Agent any Secured Party may be invested by such Secured Party in (a) obligations of the Collateral Agent in certificates United States of deposit of a term of 12 months or less issued by any state or national bank having combined capital America and surplus greater than $100,000,000, or in securities issued or agencies thereof and obligations guaranteed by the United States of America or any agency thereof that mature maturing within a one year of from the date of acquisition thereofacquisition, and (b) certificates of deposit issued by commercial banks organized under the Laws of the United States of America or any state thereof and having combined capital, surplus, and undivided profits of not less than $100,000,000, which have a rating from Moodx'x Xxxestors Service, Inc., and Standard & Poors Corporation of at least P-1 and A-1, respectively, or are insured by the Federal Deposit Insurance Corporation. 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 which 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 only upon the occurrence and continuance of a Default has occurred and is continuingDefault.

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. The provisions of this SECTION 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any provision of this Agreement to the contrarycontrary provision, any and all stock dividends or distributions in of property made on or in respect of of, and all proceeds of, any Collateral that is securities, and any proceeds of any Collateral that is securities, securities -- whether such those 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 otherwise -- are part of the Collateral hereunderCollateral, and shall, if received by any Debtor, be held in trust for the Collateral AgentSecured Party's benefit, for the benefit of the Secured Parties. Upon notice from the Collateral Agent, such dividends, distributions or other proceeds and shall forthwith immediately be delivered to the Collateral Agent Secured Party (accompanied by proper instruments of assignment and/or or stock and/or or bond powers executed by such Debtor in accordance with the Collateral AgentSecured Party's instructions) to be held subject to the terms of this Agreementagreement. Any cash proceeds of any Collateral which that come into the Secured Party's possession of the Collateral Agent (including, without limitation, insurance proceeds) may, at the Collateral AgentSecured Party's option, be applied in whole or in part to the Obligations Obligation (to the extent then due), be fully or partially released in whole or in part to or on under the written instructions of Debtors Debtor for any general or specific purpose, or be fully or partially retained in whole or in part by the Collateral Agent Secured Party as additional Collateral. Any cash Collateral in the Secured Party's possession of the Collateral Agent may be invested by the Collateral Agent Secured Party in certificates of deposit of a term of 12 months or less issued by Secured Party, any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000, 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 thereofits agencies. The Collateral Agent shall Secured Party is never be obligated to make any such investment and shall never have has any liability to Debtor or any Debtor Lender for any loss 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 the Collateral Agent Secured Party 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.Exhibit C --------- 5