Common use of Exceptions to Perfection Clause in Contracts

Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists: i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business; ii. a Debtor may retain any money received or held in the ordinary course of business; iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; iv. a Debtor may retain any documents received and further negotiated; and v. a Debtor shall not be required to deliver to the Agent any notes or instruments unless the aggregate amount payable under all such notes and instruments which have not been delivered to the Agent exceeds $10,000,000, in which event only the notes or instruments which cause the aggregate amount payable to exceed the $10,000,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein. Each Debtor agrees, upon the occurrence and during the continuation of an Event of Default, that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it after the Agent’s request under this paragraph, it shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it for the benefit of the Agent and shall not be commingled with any other funds or property of it.

Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists: i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business; ii. a Debtor may retain any money received or held in the ordinary course of business; iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; iv. a Debtor may retain any documents received and further negotiated; and v. a Debtor shall not be required to deliver to the Agent any notes or instruments unless the aggregate amount payable under all such notes and instruments which have not been delivered to the Agent exceeds $10,000,00050,000,000, in which event only the notes or instruments which cause the aggregate amount payable to exceed the $10,000,000 50,000,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein. Each Debtor agrees, upon the occurrence and during the continuation of an Event of Default, that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it after the Agent’s request under this paragraph, it shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it for the benefit of the Agent and shall not be commingled with any other funds or property of it.

Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default existshas occurred and is continuing: i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business; ii. a Debtor may retain any money received or held in the ordinary course of business; iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; iv. a Debtor may retain any documents received and further negotiated; and v. a Debtor shall not be required to deliver to the Agent any notes or instruments unless the aggregate amount payable under all such notes and instruments which have not been delivered to the Agent exceeds $10,000,000100,000,000, in which event only the notes or instruments which cause the aggregate amount payable to exceed the $10,000,000 100,000,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) hereof and Section 5.10 5.09 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein. Each Debtor agrees, upon the occurrence and during the continuation of an Event of Default, that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it such Debtor after the Agent’s request under this paragraph, it such Debtor shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it such Debtor for the benefit of the Agent and shall not be commingled with any other funds or property of itsuch Debtor.

Exceptions to Perfection. Notwithstanding anything to the contrary contained herein, if no Event of Default exists: i. a Debtor may retain for collection checks representing proceeds of accounts received in the ordinary course of business; ii. a Debtor may retain any money received or held in the ordinary course of business; iii. a Debtor may retain and utilize all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; iv. a Debtor may retain any documents received and further negotiated; and v. a Debtor shall not be required to deliver to the Agent any notes or instruments unless the aggregate amount payable under all such notes and instruments which have not been delivered to the Agent exceeds $10,000,000, in which event only the notes or instruments which cause the aggregate amount payable to exceed the $10,000,000 amount shall be delivered to the Agent; If an Event of Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) hereof and Section 5.10 of the Credit Agreement, the Debtors shall take such action as the Agent may reasonably request to perfect and protect the security interests of the Agent in all of the Collateral, including the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein. Each Debtor agrees, upon the occurrence and during the continuation of an Event of Default, that if any proceeds of any Collateral (including payments made in respect of accounts or payment intangibles) shall be received by it after the Agent’s request under this paragraph, it shall promptly deliver such proceeds to the Agent with any necessary endorsements, and until such proceeds are delivered to the Agent, such proceeds shall be held in trust by it for the benefit of the Agent and shall not be commingled with any other funds or property of it.