Common use of Non-Cash Proceeds Clause in Contracts

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee shall acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee or any Secured Party to be distributed and shared pursuant to this Agreement are in a form other than immediately available funds, the Collateral Trustee shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement is held by the Collateral Trustee, the Collateral Trustee shall hold such Collateral or other property for the benefit of the Secured Parties in accordance with their respective interests therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing Parties.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent, acting upon the instructions of the Required Lenders, shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Secured Party to be distributed and shared pursuant to this Agreement Article 2 are in a form other than immediately available funds, the Collateral Trustee Person receiving such Collateral, Proceeds or other property shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article 2 is held by the Collateral TrusteeAgent or a Secured Party pursuant to this Section 2.08, the Collateral Trustee such Person shall hold such Collateral or other property for the benefit of the Secured Parties in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Lenders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent, acting upon the instructions of the Required Lenders, shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Secured Party Creditor to be distributed and shared pursuant to this Agreement Article II are in a form other than immediately available funds, the Collateral Trustee Person receiving such Collateral, Proceeds or other property shall not be required to remit any share thereof under the terms hereof and the Secured Parties Creditors shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties Creditors shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article II is held by the Collateral TrusteeAgent or a Creditor pursuant to this Section 2.12, the Collateral Trustee such Person shall hold such Collateral or other property for the benefit of the Secured Parties Creditors in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Lenders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent, acting upon the instructions of the Required Lenders, shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Secured Party Creditor to be distributed and shared pursuant to this Agreement Article 2 are in a form other than immediately available funds, the Collateral Trustee Person receiving such Collateral, Proceeds or other property shall not be required to remit any share thereof under the terms hereof and the Secured Parties Creditors shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties Creditors shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article 2 is held by the Collateral TrusteeAgent or a Creditor pursuant to this Section 2.12, the Collateral Trustee such Person shall hold such Collateral or other property for the benefit of the Secured Parties Creditors in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Lenders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent, acting upon the instructions of the Required Holders, shall acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Joined Secured Party to be distributed and shared pursuant to this Agreement Article 2 are in a form other than immediately available funds, the Collateral Trustee Person receiving such Collateral, Proceeds or other property shall not be required to remit any share thereof under the terms hereof and the Joined Secured Parties shall only be entitled to their undivided interests therein as determined hereby. The Joined Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While So long as any Collateral or other property to be shared pursuant to this Agreement Article 2 is held by the Collateral TrusteeAgent or a Joined Secured Party pursuant to this Section 2.7, the Collateral Trustee such Person shall hold such Collateral or other property for the benefit of the Joined Secured Parties in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Holders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent shall acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Secured Party to be distributed and shared pursuant to this Agreement are in a form other than immediately available funds, the Collateral Trustee Agent shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement is held by the Collateral TrusteeAgent, the Collateral Trustee Agent shall hold such Collateral or other property for the benefit of the Secured Parties in accordance with their respective interests therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesPrimary Holder Representatives.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Administrative Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Administrative Agent (or received directly by any Secured Party Party) to be distributed and shared pursuant to this Agreement Article II are in a form other than immediately available funds, the Person receiving such Collateral Trustee or Proceeds shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests therein in the Collateral or non–cash Proceeds as determined hereby. The Secured Parties shall receive the applicable portions share of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-–cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article II is held by the Collateral TrusteeAdministrative Agent pursuant to this Section 2.17(j), the Collateral Trustee Administrative Agent shall hold such Collateral or other property for the benefit of the Secured Parties in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Lenders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent (or received directly by any Secured Party Creditor) to be distributed and shared pursuant to this Agreement Article II are in a form other than immediately available funds, the Person receiving such Collateral Trustee or Proceeds shall not be required to remit any share thereof under the terms hereof and the Secured Parties Creditors shall only be entitled to their undivided interests therein in the Collateral or non–cash Proceeds as determined hereby. The Secured Parties Creditors shall receive the applicable portions share of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-–cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article II is held by the Collateral TrusteeAgent pursuant to this Section 2.17(j), the Collateral Trustee Agent shall hold such Collateral or other property for the benefit of the Secured Parties Creditors in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Lenders.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent shall acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent or any Secured Party to be distributed and shared pursuant to this Agreement are in a form other than immediately available funds, the Collateral Trustee Agent shall not be required to remit any share thereof under the terms hereof and the Secured Parties shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement is held by the Collateral TrusteeAgent, the Collateral Trustee Agent shall hold such Collateral or other property for the benefit of the Secured Parties in accordance with their respective interests therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesHolder Representatives.

Non-Cash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Trustee Agent shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Secured Obligations or if any Proceeds or other property received by the Collateral Trustee Agent (or received directly by any Secured Party Creditor) to be distributed and shared pursuant to this Agreement Article II are in a form other than immediately available funds, the Person receiving such Collateral Trustee or Proceeds shall not be required to remit any share thereof under the terms hereof and the Secured Parties Creditors shall only be entitled to their undivided interests therein in the Collateral or non-cash Proceeds as determined hereby. The Secured Parties Creditors shall receive the applicable portions share of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-non- cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Agreement Article II is held by the Collateral TrusteeAgent pursuant to this Section 2.10, the Collateral Trustee Agent shall hold such Collateral or other property for the benefit of the Secured Parties Creditors in accordance with their respective interests undivided interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Directing PartiesRequired Creditors subject to the restrictions in Section 7.06 hereof.