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: (A) obtain and deliver to the Agent any waivers, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; or (B) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $2,500,000, in which event only the instruments which cause the aggregate amount payable to exceed the $2,500,000 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) 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 any of the Collateral described in clauses (A) and (B) above, including the following actions: (i) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein and (ii) any other of the actions described in clauses (A) and (B) above. Each Debtor agrees 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 hereinforegoing however, if no Event of Default exists: i. (i) a Debtor may retain for collection in the ordinary course of business checks representing proceeds of accounts received in the ordinary course of business; (ii. ) a Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iii. ) a Debtor may retain and utilize in the ordinary course of business all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; (iv. ) subject to Section 4.6, a Debtor may retain any documents received and further negotiatednegotiated in the ordinary course of business; and v. (v) a Debtor shall not be required to: (A) obtain and deliver to take the actions to perfect or protect the Agent's security interest which are not required under Section 10.10 of the Credit Agreement nor take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Agent in the equity interest of the Foreign Subsidiaries pledged pursuant hereto or in any waiversIntellectual Property registered outside the Untied States of America. SECOND AMENDED AND RESTATED MASTER SECURITY AGREEMENT, subordinations or acknowledgments from any third party who has possession or control of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; or (B) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $2,500,000, in which event only the instruments which cause the aggregate amount payable to exceed the $2,500,000 amount shall be delivered to the Agent; Page 8 If an Event of a Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) and Section 5.10 of the Credit Agreement, then 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 any of the Collateral requirements described in clauses clause (Av) or Section 10.10 of the Credit Agreement and (B) above, including the following actions: (i) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein and therein; (ii) instructing all account debtors to make payment on accounts any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the actions described in clauses Agent (A) and (B) above. Each each Debtor agrees 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 paragraphwhile a Default exists, 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) and (iii) any other of the actions described in clause (v) or Section 10.10 of the Credit Agreement.

Exceptions to Perfection. Notwithstanding anything to the contrary contained hereinforegoing however, if no Event of Default exists: i. (i) a Debtor may retain for collection in the ordinary course of business checks representing proceeds of accounts received in the ordinary course of business; (ii. ) a Debtor may retain any letters of credit and money received or held in the ordinary course of business; (iii. ) a Debtor may retain and utilize in the ordinary course of business all dividends and interest paid in respect to any of the Pledged Shares or any other investment property; (iv. ) subject to Section 4.6, a Debtor may retain any documents received and further negotiatednegotiated in the ordinary course of business; and v. (v) a Debtor shall not be required to: (A) obtain and deliver to take the actions to perfect or protect the Agent's security interest which are not required under Section 10.10 of the Credit Agreement nor take any action under the laws of any jurisdiction other than the United States of America or any jurisdiction located therein to create, perfect or protect the security interest of the Agent in the equity interest of the Foreign Subsidiaries pledged pursuant hereto or in any waivers, subordinations or acknowledgments from any third party who has possession or control Intellectual Property registered outside the Untied States of any Collateral, including any agent, landlord, warehousemen, shipper, consignee, processor or bailee; or (B) deliver to the Agent any instruments unless the aggregate amount payable under all such instruments which have not been delivered to the Agent exceeds $2,500,000, in which event only the instruments which cause the aggregate amount payable to exceed the $2,500,000 amount shall be delivered to the Agent; America. If an Event of a Default occurs and is continuing and the Agent requests, then, subject to Section 3.5(b) and Section 5.10 of the Credit Agreement, then 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 any of the Collateral requirements described in clauses clause (Av) or Section 10.10 of the Credit Agreement and (B) above, including the following actions: (i) the delivery to the Agent of all Collateral the possession of which is necessary to perfect the security interest of the Agent therein and therein; (ii) instructing all account debtors to make payment on accounts any other Collateral to a post office box or boxes or to a deposit account under the control and in the name of the actions described in clauses Agent (A) and (B) above. Each each Debtor agrees 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 paragraphwhile a Default exists, 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) and (iii) any other of the actions described in clause (v) or Section 10.10 of the Credit Agreement.