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, shall, if received by the Company, be held in trust for the benefit of Gryphon, and shall forthwith be delivered to Gryphon (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Company in accordance with Gryphon's instructions) to be held subject to the terms of this Agreement. Any cash proceeds of Collateral which come into the possession of Gryphon (including, without limitation, insurance proceeds) may, at Gryphon's option, be applied in whole or in part to the Obligation (to the extent then due), be released in whole or in part to or on the written instructions of the Company for any general or specific purpose, or be retained in whole or in part by Gryphon as additional Collateral. Any cash Collateral in the possession of Gryphon may be invested by Gryphon in certificates of deposit issued by any state or national bank having combined capital and surplus greater than $10,000,000, or in securities issued or guaranteed by the United States of America or any agency thereof. Gryphon shall never be obligated to make any such investment and shall never have any liability to the Company for any loss that may result therefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Gryphon in the same manner as other cash Collateral. The provisions of this subsection shall be applicable whether or not an Event of Default has occurred and is continuing.

Certain Proceeds. 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, shall, if received by the CompanyDebtor, be held in trust for the benefit of GryphonSecured Party, and shall forthwith be delivered to Gryphon Secured Party (accompanied by proper instruments of assignment and/or stock and/or bond powers executed by the Company Debtor in accordance with GryphonSecured 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 Gryphon Secured Party (including, without limitation, insurance proceeds) may, at GryphonSecured 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 the Company Debtor for any general or specific purpose, or be retained in whole or in part by Gryphon Secured Party as additional Collateral. Any cash Collateral in the possession of Gryphon Secured Party may be invested by Gryphon Secured Party in certificates of deposit issued by Secured Party (if Secured Party issues such certificates) or by any state or national bank having combined capital and surplus greater than $10,000,000100,000,000 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. Gryphon Secured Party shall never be obligated to make any such investment and shall never have any liability to the Company 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 Gryphon Secured Party in the same manner as other cash Collateral. The provisions of this subsection shall be subparagraph are applicable whether or not an Event of a Default has occurred and is continuingor Potential Default exists.