Common use of Noncash Proceeds Clause in Contracts

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.18. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Agent pursuant to this clause (g), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Collateral Administrative 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 in the Collateral or noncash proceeds as determined by clause paragraph (f) of this Section 2.18. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause paragraph (g), the Collateral Administrative Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 2.10 are in a form other than immediately available funds, the Collateral Administrative 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 in the Collateral or noncash proceeds as determined by clause paragraph (fb) of this Section 2.182.10. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (fb)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause paragraph (gc), the Collateral Administrative Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrarycontrary contained herein, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 4.9 are in a form other than immediately available funds, the Collateral Agent shall not be required to remit any share thereof under the terms hereof and the Secured Parties Lenders shall only be entitled to their undivided interests in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.18hereby. The Secured Parties Lenders shall receive the applicable portions (as determined in accordance with the foregoing clause (fSection 4.9(a)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and any when received by the Collateral Agent paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 4.9 is held by the Collateral Agent pursuant to this clause (gb), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties Lenders 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 5.6 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.18subsection 5.6(b). The Secured Parties shall receive the applicable portions (in accordance with the foregoing forgoing clause (fb)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 5.6 is held by the Collateral Agent pursuant to this clause (gc), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required LendersBanks.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.184.08. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)Section 4.08) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 4.08 is held by the Collateral Agent pursuant to this clause (g)Section 4.09, the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required LendersBanks.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Administrative Agent shall ever acquire any Collateral collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 2.17 are in a form other than immediately available funds, the Collateral Administrative Agent shall not be required to remit any share thereof under the terms hereof and the Secured Lender Parties shall only be entitled to their undivided interests in the Collateral collateral or noncash proceeds as determined by clause paragraph (f) of this Section 2.182.17. The Secured Lender Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause (g), the Collateral Administrative Agent shall hold such Collateral collateral or other property for the benefit of the Secured Lender Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral collateral or other property shall be resolved by the agreement of the Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 2.10 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (fb) of this Section 2.182.10. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)b) of this Section 2.10) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Agent pursuant to this clause (gc), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Revolver Agent shall ever acquire any Shared 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 Obligations or if any proceeds Proceeds of Shared Collateral received by the Collateral Revolver Agent (or received directly by either Secured Party or any Lender) to be distributed and shared pursuant to this Section 2.18 Article II are in a form other than immediately available funds, the Person receiving such Shared Collateral Agent or Proceeds of Shared Collateral shall not be required to remit any share thereof under the terms hereof and the Secured Parties Lenders shall only be entitled to their undivided interests in the Shared Collateral or noncash proceeds Proceeds of Shared Collateral as determined by clause (f) of this Section 2.18hereby. The Secured Parties Lenders shall receive the applicable portions (in accordance with the foregoing clause (f)) of any immediately available funds consisting of proceeds Proceeds from such Shared Collateral or proceeds of such noncash proceeds Proceeds so acquired only if and when received by the Collateral Agent paid in connection with the subsequent disposition thereof. While any Shared Collateral or other property to be shared pursuant to this Section Article II is held by the Collateral Revolver Agent pursuant to this clause (g)Section 2.11, the Collateral Revolver Agent shall hold such Shared Collateral or other property for the benefit of the Secured Parties Revolver Lenders and the Term Loan Agent in accordance with their interest therein and all matters relating to the management, operation, further disposition or any other aspect of such Shared Collateral or other property shall be resolved by the agreement of (a) the Required Lendersrequired number of Revolver Lenders (as determined in accordance with the Revolver Agreement) until the date set forth in Section 2.6(c)(ii) occurs and thereafter (b) the required number of Term Lenders (as determined in accordance with the Term Loan Agreement).

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Administrative Agent shall ever acquire any Collateral collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 2.17 are in a form other than immediately available funds, the Collateral Administrative 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 in the Collateral collateral or noncash proceeds as determined by clause paragraph (f) of this Section 2.182.17. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause (g), the Collateral Administrative Agent shall hold such Collateral collateral or other property for the benefit of the Secured Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral collateral or other property shall be resolved by the agreement of the Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, subject to the Orders, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 2.10 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause paragraph (fb) of this Section 2.182.10. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (fb)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 2.10 is held by the Collateral Agent pursuant to this clause paragraph (gc), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 2.15 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.182.15. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Agent pursuant to this clause (g), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Administrative Agent shall ever acquire any Collateral collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 2.14 are in a form other than immediately available funds, the Collateral Administrative 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 in the Collateral collateral or noncash proceeds as determined by clause paragraph (f) of this Section 2.182.14. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause (g), the Collateral Administrative Agent shall hold such Collateral collateral or other property for the benefit of the Secured Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral collateral or other property shall be resolved by the agreement of the Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 2.10 are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause paragraph (fb) of this Section 2.182.10. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (fb)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Agent pursuant to this clause paragraph (gc), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral received by the Collateral Agent to be distributed and shared pursuant to this Section 2.18 2.17(a) are in a form other than immediately available funds, the Collateral 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 in the Collateral or noncash proceeds as determined by clause (f) of this Section 2.182.17(a). The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause (f)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section 2.18 is held by the Collateral Agent pursuant to this clause (g), the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral Administrative Agent shall ever acquire any Collateral collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral collateral in satisfaction of all or part of the Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 2.17 are in a form other than immediately available funds, the Collateral Administrative Agent shall not be required to remit any share thereof under the terms hereof and the Secured Lender Parties shall only be entitled to their undivided interests in the Collateral collateral or noncash proceeds as determined by clause paragraph (f) of this Section 2.182.17. The Secured Lender Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (f)) of any immediately available funds consisting of proceeds from such Collateral collateral or proceeds SIXTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT, Page 47 of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause (g), the Collateral Administrative Agent shall hold such Collateral collateral or other property for the benefit of the Secured Lender Parties and all matters relating to the management, operation, further disposition or any other aspect of such Collateral collateral or other property shall be resolved by the agreement of the Required Lenders.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if the Collateral 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 Obligations or if any proceeds of Collateral Proceeds received by the Collateral Agent (or received directly by any Bank) to be distributed and shared pursuant to this Section 2.18 Agreement are in a form other than immediately available funds, the party receiving such Collateral Agent or Proceeds shall not be required to remit any share thereof under the terms hereof and the Secured Parties Banks shall only be entitled to their undivided interests in the Collateral or noncash proceeds Proceeds as determined by clause (f) of this Section 2.18hereby. The Secured Parties Banks shall receive the applicable portions (in accordance with the foregoing clause (f)) Pro Rata Shares of any immediately available funds consisting of proceeds Proceeds from such noncash Collateral or proceeds of such noncash proceeds Proceeds so acquired only if and when received by the Collateral Agent paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section Agreement is held by the Collateral Agent pursuant to this clause (g)Section 4.F., the Collateral Agent shall hold such Collateral or other property for the benefit of the Secured Parties Banks in accordance with their respective 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 Required LendersBanks.

Noncash Proceeds. Notwithstanding anything contained herein to the contrary, if pursuant to the Collateral Documents the 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 Obligations or if any proceeds of Collateral received by the Collateral Administrative Agent to be distributed and shared pursuant to this Section 2.18 are in a form other than immediately available funds, the Collateral Administrative 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 in the Collateral or noncash proceeds as determined by clause paragraph (fh) of this Section 2.18Section. The Secured Parties shall receive the applicable portions (in accordance with the foregoing clause paragraph (fh)) of any immediately available funds consisting of proceeds from such Collateral or proceeds of such noncash proceeds so acquired only if and when received by the Collateral Administrative Agent in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to this Section is held by the Collateral Administrative Agent pursuant to this clause (gi), the Collateral Administrative Agent shall hold such Collateral or other property for the benefit of the Secured Parties 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 Required Lenders.