Common use of Certain Proceeds Clause in Contracts

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all: (i) dividends, interest, or other distributions of property paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other distributions paid or payable in violation of the Loan Documents; shall be part of the CollateralCollateral hereunder, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this agreement. Any cash Security Agreement (provided, that insurance proceeds or any other amounts payable as a result of any Collateral that come into Secured Party's possession (includingcasualty or condemnation shall be governed by the terms of the Credit Agreement applicable to Dispositions, without limitation, insurance proceedsincluding Section 2.03(b) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then duethereof), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in time deposits or certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇’▇ and S&P of P‑1 and A‑1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesCash Equivalents, as Secured Party may choose. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all: (i) dividends, interest, or other distributions of property paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other distributions paid or payable in violation of the Loan Documents; shall be part of the CollateralCollateral hereunder, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this agreement. Any cash Security Agreement (provided, that insurance proceeds or any other amounts payable as a result of any Collateral that come into Secured Party's possession (includingcasualty or condemnation shall be governed by the terms of the Credit Agreement applicable to Dispositions, without limitation, insurance proceedsincluding Section 2.03(b) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then duethereof), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in time deposits or certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇’▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesCash Equivalents, as Secured Party may choose. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (eE) are applicable ---------------- only while a an Event of Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Secured Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) SECTION 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.. Exhibit C --------- 5

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, any and all stock dividends or other non-cash distributions of property made on or in respect of, and all proceeds of, of any Collateral that is securities -- securities, and any proceeds of any Collateral that is securities, whether those 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 -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefitParties, and shall immediately be delivered promptly to Secured Party Parties or to Agent, on behalf of Secured Parties, (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's Parties' instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that which come into the possession of any Secured Party's possession Party (including, without limitation, insurance proceeds) may, at such Secured Party's option, be applied in whole or in part to the 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 fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by such Secured Party as additional Collateral. Any cash Collateral in the possession of any Secured Party's possession Party may be invested by such Secured Party in certificates (a) obligations of deposit issued by Secured Party, any Lender, or any other state or national bank having combined capital the United States of America and surplus greater than $100,000,000 or in securities issued or agencies thereof and obligations guaranteed by the United States of America maturing within one year from the date of acquisition, 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 its agenciesnot less than $100,000,000, which have a rating from Mood▇'▇ ▇▇▇estors Service, Inc., and Standard & Poors Corporation of at least P-1 and A-1, respectively, or are insured by the Federal Deposit Insurance Corporation. Secured Party is Parties shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party Parties in the same manner as other cash Collateral. The provisions of this subparagraph shall be applicable only upon the occurrence and continuance of a Default.

Certain Proceeds. The provisions Except to the extent such transaction is expressly permitted by Sections 9.20, 9.22, or 9.24 of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding the Credit Agreement, notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or distributions of property other Distributions paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange Distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, and shall, if received by any [any] Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable [such] Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementPledge Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party on and after the occurrence of a Default (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable [such] Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from Moody's and S&P of P-1 and A-1+, respectively, or in securities issued securi▇▇▇▇ ▇▇sued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender Debtor[s] for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or distributions of property other Distributions paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange Distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementPledge Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, ---------------- any and all stock dividends or distributions of other Distributions in property made on or in respect ofof any Collateral, and all any proceeds ofof any Collateral, any Collateral that is securities -- whether those 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 -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementPledge Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party on and after the occurrence of an Event of Default (including, without limitation, insurance proceedsproceeds with respect to the Collateral) may, at Secured Party's option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Event of Default exists.

Certain Proceeds. The provisions of this CLAUSE (eE) are applicable only while a an Event of Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- - whether those dividends, distributions, distributions or proceeds result from a subdivision, combination, combination or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- - are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) Section 6.4 are applicable ---------------- only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provision, all dividends or distributions of property in respect of, and all proceeds of, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may be a party, or otherwise -- are part of the Collateral, shall, if received by any Debtor, be held in trust for Secured Party's benefit, and shall immediately be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreement. Any cash proceeds of any Collateral that come into Secured Party's possession (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully or partially released to or under the written instructions of that applicable Debtor for any general or specific purpose, or be fully or partially retained by Secured Party as additional Collateral. Any cash Collateral in Secured Party's possession may be invested by Secured Party in certificates of deposit issued by Secured Party, any Lender, or any other 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 of its agencies. Secured Party is never obligated to make any investment and never has any liability to any Debtor or any Lender for any loss that may result from any investment or non-investment. All interest and other amounts earned from any investment may be dealt with by Secured Party in the same manner as other cash Collateral.its

Certain Proceeds. The provisions of this CLAUSE (ei) are applicable only while a Default exists. Notwithstanding any contrary provisionAny and all dividends, all dividends interest, or other distributions of property paid or payable in cash or other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisition, or other exchange of assets to which any issuer may shall be a party, or otherwise -- are part of the CollateralCollateral hereunder, and during the continuance of an Event of Default, (A) shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and (B) if requested by Secured Party, shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or stock or bond powers executed by the applicable such Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party during the continuance of an Event of Default (including, without limitation, insurance proceeds) may, at Secured Party's ’s option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable the relevant Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any . (ii) Whether or not a Default or Event of Default exists (A) any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in deposit accounts and certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from Moody’s and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agencies. agency thereof and Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investment. All therefrom and (B) all interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or distributions of property other Distributions paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange Distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor▇▇▇▇▇▇, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, any and all stock dividends or distributions of in property made on or in respect ofof any Pledged Securities, and all any proceeds ofof any Pledged Securities, any Collateral that is securities -- whether those 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 -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from Moody's and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or distributions of property other Distributions paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange Distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other Distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, and shall, if received by any [any] Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable [such] Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party on and after the occurrence of a Default (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable [such] Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender Debtor[s] for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding any contrary provisionprovision herein, all dividends any and all (i) dividends, interest, or other distributions of property paid or payable other than in cash in respect of, and all proceeds instruments and other property received, receivable, or otherwise distributed in respect of, or in exchange for, any Collateral that is securities -- whether those Collateral; (ii) dividends, distributions, or proceeds result from a subdivision, combination, or reclassification of the outstanding capital stock of any issuer or as a result of any merger, consolidation, acquisitioninterest, or other exchange distributions hereafter paid or payable in cash in respect of assets to which any issuer may be Collateral in connection with a partypartial or total liquidation or dissolution, or in connection with a reduction of capital, capital surplus, or paid-in-surplus; (iii) cash paid, payable, or otherwise -- are distributed in redemption of, or in exchange for, any Collateral; and (iv) dividends, interest, or other distributions paid or payable in violation of the Loan Documents, shall be part of the CollateralCollateral hereunder, and shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's ’s instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party during the continuance of an Event of Default (including, without limitation, insurance proceeds) may, at Secured Party's ’s option, be applied in whole or in part to the Obligation Obligations (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral. Any cash Collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a short term rating from Moody’s and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. Except as specifically provided herein, the provisions of this subparagraph are applicable whether or not a Default or Event of Default exists.

Certain Proceeds. The provisions of this CLAUSE (e) are applicable only while a Default exists. Notwithstanding Except as provided for in the Credit Agreement including, without limitation, Section 3.3 thereof, notwithstanding any contrary provisionprovision herein, any and all stock dividends or distributions of in property made on or in respect ofof any Pledged Securities, and all any proceeds ofof any Pledged Securities, any Collateral that is securities -- whether those 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 -- are otherwise, shall be part of the CollateralCollateral hereunder, shall, if received by any Debtor, be held in trust for the benefit of Secured Party's benefit, and shall immediately forthwith be delivered to Secured Party (accompanied by proper instruments of assignment or and/or stock or and/or bond powers executed by the applicable Debtor in accordance with Secured Party's instructions) to be held subject to the terms of this agreementSecurity Agreement. Any cash proceeds of any Collateral that which come into the possession of Secured Party's possession Party (including, without limitation, insurance proceeds) may, at Secured Party's option, be applied in whole or in part to the Obligation (to the extent then due), be fully released in whole or partially released in part to or under on the written instructions of that applicable Debtor for any general or specific purpose, or be fully retained in whole or partially retained in part by Secured Party as additional Collateral; provided, however, that cash proceeds of Collateral that are the result of the events described in Sections 3.3(a) and (b) of the Credit Agreement shall be applied in accordance with the terms of such section. Furthermore, prior to the occurrence of a Default, Debtor shall be entitled to receive, and not by delivery to Secured Party, non-liquidating Distributions (as defined in the Credit Agreement) made from time to time by ▇▇▇▇▇▇ Parkway, L.L.C., to its members generally, in the ordinary course of its business, in the amount of up to $45,000 per month; and, without limiting the foregoing, during each Anniversary Period (as defined in the Credit Agreement), Debtor shall make payments to Secured Party, as a result of payments or Distributions made on account of the Debt or equity instruments or securities issued to Debtor by Logix Enterprises, in the amount of at least $3,000,000 (each a "Minimum Payment"). In its discretion, Debtor may cover shortfalls in Minimum Payments through (i) subject to Section 8.18 of the Credit Agreement, the sale by Debtor of Released Shares (as defined in the Credit Agreement) or (ii) subject to Section 3.3(a) of the Credit Agreement, prior to the occurrence of a Default or Potential Default, the sale by Debtor of shares of Communications constituting Collateral so long as the price per share of any Collateral shares sold is not below $7.00 per share. Any cash Collateral payments made as a result of payments or Distributions made on account of the Debt or equity instruments or securities issued to Debtor by Logix Enterprises in excess of $3,000,000 per Anniversary Period, shall reduce future Minimum Payments on a pro rata basis. All other collateral in the possession of Secured Party's possession Party may be invested by Secured Party in certificates of deposit issued by Secured Party, Party (if Secured Party issues such certificates) or by any Lender, or any other state or national bank having combined capital and surplus greater than $100,000,000 with a rating from ▇▇▇▇▇'▇ and S&P of P-1 and A-1+, respectively, or in securities issued or guaranteed by the United States of America or any of its agenciesagency thereof. Secured Party is shall never be obligated to make any such investment and shall never has have any liability to any Debtor or any Lender for any loss that which may result from any investment or non-investmenttherefrom. All interest and other amounts earned from any investment of Collateral may be dealt with by Secured Party in the same manner as other cash Collateral. The provisions of this subparagraph are applicable whether or not a Default or Potential Default exists.