Common use of Sale and Exchange Clause in Contracts

Sale and Exchange. Debtor shall not, without the written consent of the Secured Party, sell, exchange, contract to sell, lease, encumber or transfer the Collateral, and whether or not such consent has been obtained, the proceeds of such sale, exchange, or transfer shall be applied to the obligations secured by this Security Agreement, or become subject to the security interest of this Security Agreement, provided, however that nothing herein shall be construed to prohibit the sale of Collateral in the ordinary course of the Business; or (i) Simultaneously with or prior to such removal any such Collateral (to the extent the Collateral may be susceptible of removal) such Collateral shall be replaced with other property of a value at least equal to that of the replaced Collateral and shall be free from any security interest or other encumbrance and from any reservation of title, and by such removal and replacement Debtor shall be deemed to have subjected such replacement property to this Agreement, or (ii) Any net cash proceeds received from such disposition (other than from the collection of accounts receivable in the ordinary course of business) shall at the election of the Secured Party, be paid over promptly to the Secured Party to be held as security for the performance and payment of all obligations secured by this Agreement according to their terms or applied to the payment thereof.