Common use of Segregation of Proceeds Clause in Contracts

Segregation of Proceeds. (1) The Bank shall have the right at any time (regardless of whether or not a Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing bank account (the "Cash Collateral Account") which will contain only Proceeds. Any cash proceeds (as such term is defined in Section 8.9A-102(a)(9) of the UCC) received by the Bank from the Borrower pursuant to paragraph (2) of this subsection (D), whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for and as the Bank's property and shall not be commingled with any funds of the Borrower not constituting Proceeds of Collateral. The name in which the Cash Collateral Account is carried shall clearly indicate that the funds deposited therein are the property of the Borrower, subject to the security interest of the Bank hereunder. Such Proceeds, when deposited, shall continue to be security for the Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank shall have sole dominion and control over the funds deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower or its order. (2) Upon notice by the Bank to the Borrower that the Cash Collateral Account has been opened, the Borrower shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank forthwith upon receipt, in the original form in which received (with such indorsements or assignments as may be necessary to permit collection thereof by the Bank), and for such purpose the Borrower hereby irrevocably authorizes and empowers the Bank, its officers, employees and authorized agents to indorse and sign the name of the Borrower on all checks, drafts, money orders or other media of payment so delivered, and such indorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower prior to any indorsement or assignment thereof by the Bank. The Bank may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. (1a) The Bank Each Grantor authorizes the ----------------------- Agent to establish and maintain at the principal office of the Agent a bank account (a "Government Contract Cash Collateral Account") which will contain ------------------------------------------- moneys paid by a Governmental Authority to the Agent under a Government Contract and pursuant to an Instrument of Assignment, substantially in the form of Exhibit D-1, or any other equivalent instrument of assignment executed and delivered by such Grantor. Any moneys received by the Agent directly from a Governmental Authority obligated to make payments under a Government Contract to such Grantor or from such Grantor pursuant to clause (c) of this Section 2.06, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper, wire transfer, ACH method or other form of cash Proceeds received as moneys paid pursuant to a Government Contract, shall be deposited promptly in the applicable Government Contract Cash Collateral Account, and until so deposited shall be held in trust for the Agent and the Secured Parties. Such moneys received, when deposited, shall continue to be security for the Secured Obligations (until withdrawn by the Agent and transferred to the applicable Grantor) and shall not constitute payment thereof until applied as hereinafter provided. Except as provided in this Section 2.06, the Agent shall have sole dominion and control over the funds deposited in each of the Government Contract Cash Collateral Accounts, and such funds may be withdrawn therefrom only by the Agent, provided, however, so long as no Event of Default -------- ------- shall have occurred and be continuing, the Agent shall transfer to an account designated by the applicable Grantor any funds that have been deposited in a Government Contract Cash Collateral Account (i) on the same Business Day of such deposit therein if such deposit is made on or prior to 12:00 (noon), Charlotte time, and (ii) on the next Business Day of such deposit therein if such deposit is made after 12:00 (noon), Charlotte time. Upon the occurrence and during the continuance of an Event of Default, all rights of each Grantor to receive funds from the Government Contract Cash Collateral Account shall be terminated and the Agent shall have sole dominion and control over the funds (including all rights under Article VI of this Agreement with respect to such funds) deposited in the Government Contract Cash Collateral Accounts. (b) Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right at any time (regardless of whether or not a Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing Agent bank account accounts (the "Cash Collateral AccountAccounts") ------------------------ which will contain only ProceedsProceeds of Collateral (other than Proceeds from Government Contracts that are being deposited into a Government Contract Cash Collateral Account) of a particular Grantor. Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99-306(1) of the UCC) received by the Bank Agent directly from the Borrower Account Debtors obligated to make payments under Receivables or General Intangibles to such Grantor or from such Grantor pursuant to paragraph clause (2c) of this subsection (D)Section 2.06, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for the Agent and as the Bank's property Secured Parties and shall not be commingled with any funds of the Borrower not constituting Proceeds of the Collateral. The name in which the Each Cash Collateral Account is carried shall clearly indicate that be designated with the funds deposited therein are title "NationsBank, N.A. (South), as Agent under the property Credit Agreement dated as of July 31, 1996 among Firearms Training Systems, Inc., the Borrower, subject to Lenders party thereto and the security interest of the Bank hereunder. Agent." Such Proceeds, when deposited, shall continue to be security for the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank Agent shall have sole dominion and control over the funds (including all rights under Article VI of this Agreement with respect to such funds) deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower or its orderAgent. (2c) Upon Each Grantor shall cause all money received or collected by it with respect to a Government Contract subject to an Instrument of Assignment, substantially in the form of Exhibit D-1, or any other equivalent instrument of assignment to be delivered to the Agent forthwith upon receipt by such Grantor, and upon notice by the Bank Agent to the Borrower Borrower, that the a Cash Collateral Account has been opened, the Borrower each Grantor shall cause all other cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank Agent forthwith upon receipt, in each case, in the original form in which received (with such indorsements endorsements or assignments as may be necessary to permit collection thereof by the BankAgent), and for such purpose the Borrower each Grantor hereby irrevocably authorizes and empowers the BankAgent, its officers, employees and authorized agents to indorse endorse and sign the name of the Borrower such Grantor on all checks, drafts, money orders or other media of payment so delivered, and such indorsements endorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower such Grantor prior to any indorsement endorsement or assignment thereof by the BankAgent. The Bank Agent may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. (1) The Bank Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right at any time (regardless of whether or not a Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing Administrative Agent bank account accounts (the "Cash Collateral AccountAccounts") which will contain only ProceedsProceeds of Collateral of a particular Grantor. Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99-306(1) of the UCC) received by the Bank Administrative Agent directly from the Borrower Account Debtors obligated to make payments under Receivables or General Intangibles to such Grantor or from such Grantor pursuant to paragraph (2b) of this subsection (D)Section 2.06, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for the Administrative Agent and as the Bank's property Secured Parties and shall not be commingled with any funds of the Borrower not constituting Proceeds of the Collateral. The name in which the Each Cash Collateral Account is carried shall clearly indicate that be designated with the funds deposited therein are title "Bank of America, N.A., as Administrative Agent under the property Amended and Restated Credit Agreement dated as of May 26, 2000 among ISG Resources, Inc., a Utah corporation (successor to JTM Industries, Inc., a Texas corporation) Industrial Services Group, Inc., the BorrowerLenders party thereto, subject to the security interest of Administrative Agent and the Bank hereunder. Documentation Agent." Such Proceeds, when deposited, shall continue to be security for the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank Administrative Agent shall have sole dominion and control over the funds (including all rights under Article VI of this Agreement with respect to such funds) deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower or its orderAdministrative Agent. (2) Upon notice by the Bank to the Borrower that the Cash Collateral Account has been opened, the Borrower shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank forthwith upon receipt, in the original form in which received (with such indorsements or assignments as may be necessary to permit collection thereof by the Bank), and for such purpose the Borrower hereby irrevocably authorizes and empowers the Bank, its officers, employees and authorized agents to indorse and sign the name of the Borrower on all checks, drafts, money orders or other media of payment so delivered, and such indorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower prior to any indorsement or assignment thereof by the Bank. The Bank may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. (1a) The Bank shall have the right at any time (regardless of whether or not a an Event of Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing bank account (the "Cash Collateral Account") which will contain only Proceeds. Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99A-102(a)(9) of the UCC) received by the Bank directly from Account Debtors obligated to make payments under Receivables or Other Intangibles to the Bank pursuant to Section 2.3 or from the Borrower Debtor pursuant to paragraph clause (2b) of this subsection (D)Section 2.4, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for and as the Bank's property and shall not be commingled with any funds of the Borrower Debtor not constituting Proceeds of Collateral. The name in which the Cash Collateral Account is carried shall clearly indicate that the funds deposited therein are the property of the BorrowerDebtor, subject to the security interest of the Bank hereunder. Such Proceeds, when deposited, shall continue to be security for the Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank shall have sole dominion and control over the funds deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a an Event of Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower Debtor or its order. (2b) Upon notice by the Bank to the Borrower Debtor after the occurrence of an Event of Default that the Cash Collateral Account has been opened, the Borrower Debtor shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank forthwith upon receipt, in the original form in which received (with such indorsements or assignments as may be necessary to permit collection thereof by the Bank), and for such purpose the Borrower Debtor hereby irrevocably authorizes and empowers the Bank, its officers, employees and authorized agents to indorse and sign the name of the Borrower Debtor on all checks, drafts, money orders or other media of payment so delivered, and such indorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower Debtor prior to any indorsement or assignment thereof by the Bank. The Bank may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. (1) The Bank shall have the right at any time (regardless of whether or not a Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing bank account (the "Cash Collateral Account") which will contain only ProceedsProceeds (other than those collected pursuant to the Sweep Agreement). Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99A-102(a)(9) of the UCC) received by the Bank from the Borrower pursuant to paragraph (2) of this subsection (D), whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for and as the Bank's property and shall not be commingled with any funds of the Borrower not constituting Proceeds of Collateral. The name in which the Cash Collateral Account is carried shall clearly indicate that the funds deposited therein are the property of the Borrower, subject to the security interest of the Bank hereunder. Such Proceeds, when deposited, shall continue to be security for the Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank shall have sole dominion and control over the funds deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower or its order. (2) Upon notice by the Bank to the Borrower that the Cash Collateral Account has been opened, the Borrower shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank forthwith upon receipt, in the original form in which received (with such indorsements or assignments as may be necessary to permit collection thereof by the Bank), and for such purpose the Borrower hereby irrevocably authorizes and empowers the Bank, its officers, employees and authorized agents to indorse and sign the name of the Borrower on all checks, drafts, money orders or other media of payment so delivered, and such indorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower prior to any indorsement or assignment thereof by the Bank. The Bank may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. (1) The Bank shall have the right at any time (regardless of whether or not a Default shall have occurred) to cause to be opened and maintained at the principal office of the Bank a non-interest bearing bank account (the "Cash Collateral Account") which will contain only ProceedsProceeds (other than those collected pursuant to the Lockbox Agreement). Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99-306(1) of the UCC) received by the Bank from the Borrower pursuant to paragraph (2) of this subsection (D), whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Account, and until so deposited shall be held in trust for and as the Bank's property and shall not be commingled with any funds of the Borrower not constituting Proceeds of Collateral. The name in which the Cash Collateral Account is carried shall clearly indicate that the funds deposited therein are the property of the Borrower, subject to the security interest of the Bank hereunder. Such Proceeds, when deposited, shall continue to be security for the Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank shall have sole dominion and control over the funds deposited in the Cash Collateral Account, and such funds may be withdrawn therefrom only by the Bank; provided, however, that until a Default shall occur, all collected funds on deposit in the Cash Collateral Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank on the Business Day next following the day on which the Bank considers the funds deposited therein to be collected funds and disbursed to the Borrower or its order. (2) Upon notice by the Bank to the Borrower that the Cash Collateral Account has been opened, the Borrower shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank forthwith upon receipt, in the original form in which received (with such indorsements or assignments as may be necessary to permit collection thereof by the Bank), and for such purpose the Borrower hereby irrevocably authorizes and empowers the Bank, its officers, employees and authorized agents to indorse and sign the name of the Borrower on all checks, drafts, money orders or other media of payment so delivered, and such indorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower prior to any indorsement or assignment thereof by the Bank. The Bank may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.

Segregation of Proceeds. 4- (1a) The Bank Seller shall have the right at any time (regardless upon the occurrence and during the continuance of whether or not a Default shall have occurred) or an Event of Default, to cause to be opened and maintained at a financial institution selected by the principal office of Seller (the Bank "Depository") a non-interest bearing Searing bank account (the "Cash Collateral Proceeds Account") which will contain only Proceeds. Any cash proceeds (as such term is defined in Section 8.9A-102(a)(99-3 06(l) of the UCC) received by the Bank Seller directly from Account Debtors obligated to make payments under Receivables or Other Intangibles pursuant to Section 2.3 or from the Borrower Buyer pursuant to paragraph clause (2b) of this subsection (D)Section 2.4, whether consisting of checks, notes, drafts, bills of exchange, money orders, commercial paper or other Proceeds received on account of any Collateral, shall be promptly deposited in the Cash Collateral Proceeds Account, and until so deposited shall be held in trust for and as the Bank's property Seller and shall not be commingled with any funds of the Borrower not constituting Proceeds of Collateral. The name in which the Cash Collateral Proceeds Account is carried shall clearly indicate that the funds deposited therein are the property of the BorrowerBuyer, subject to the security interest of the Bank Seller hereunder. Such Proceeds, when deposited, shall continue to be security for the Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Bank Seller shall have sole dominion and control over the funds deposited in the Cash Collateral Proceeds Account, and such funds may be withdrawn therefrom only by the BankSeller; provided, however, that until a if all Defaults and Events of Default shall occurhave been cured by the Buyer or waived by the Seller, all collected funds on deposit in the Cash Collateral Proceeds Account, or so much thereof as is not required to make payment of the Obligations which have become due and payable, shall be withdrawn by the Bank Seller on the Business Day next following the day on which the Bank Seller considers the funds deposited therein to be collected funds and disbursed to the Borrower Buyer or its order. (2b) Upon notice by the Bank Seller to the Borrower Buyer that the Cash Collateral Proceeds Account has been opened, the Borrower Buyer shall cause all cash Proceeds collected by it pursuant to paragraph (1), above, to be delivered to the Bank Seller forthwith upon receipt, in the original form in which received (with such indorsements endorsements or assignments as may be necessary to permit collection thereof by the BankSeller), and for such purpose the Borrower Buyer hereby irrevocably authorizes and empowers the BankSeller, its officers, employees and authorized agents Sellers to indorse endorse and sign the name of the Borrower Buyer on all checks, drafts, money orders or other media of payment so delivered, and such indorsements endorsements or assignments shall, for all purposes, be deemed to have been made by the Borrower Buyer prior to any indorsement endorsement or assignment thereof by the BankSeller. The Bank Seller may use any convenient or customary means for the purpose of collecting such checks, drafts, money orders or other media of payment.