Common use of Instruments and Tangible Chattel Paper Clause in Contracts

Instruments and Tangible Chattel Paper. (i) No amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument (other than a check to be deposited) or Tangible Chattel Paper other than (i) any Intercompany Notes representing amounts in the aggregate for all Pledgors of less than or equal to $1,000,000 and (ii) such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 11 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 11 to the Perfection Certificate Certificate, has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, Paper and such amount, together with all amounts payable evidenced by any instrument Instrument (other than a check to be deposited) or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 10,000,000 in the aggregate ag- gregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof (i) No amounts no amount payable under or in connection with any of the Pledged Collateral are is evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed to Section II. D. of the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed Section II. D. of the Perfection Certificate, to the Perfection Certificate extent requested by the Collateral Agent, has been properly endorsed, assigned and delivered to the Administrative Collateral Agent, accompanied by instruments or, prior to the Discharge of transfer Term Obligations, if such Instrument or assignment duly executed in blankTangible Chattel Paper constitutes Term Loan Priority Collateral, the Term Agent. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor Grantor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days forthwith endorse, assign and deliver the same to the Administrative Collateral Agent, or, prior to the Discharge of Term Obligations, if such Instrument or Tangible Chattel Paper constitutes Term Loan Priority Collateral, the Term Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Collateral Agent may reasonably request from time to time specifytime; provided, however, that so long as no Event upon the Discharge of Default has occurred and is continuingTerm Obligations, the Administrative Term Agent shall promptly return deliver such Instrument or Instruments and Tangible Chattel Paper to such Pledgor from time the Collateral Agent pursuant to time, to Section 4.1(e) of the extent necessary for collection in the ordinary course of such Pledgor’s businessIntercreditor Agreement.

Instruments and Tangible Chattel Paper. (i) No As of the Closing Date, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) Certificate. Subject to Section 3.1, each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate not constituting Excluded Property has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced evidenced’ by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof), subject to Section 3.1, endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable in excess of $500,000 (or solely with respect to intercompany Indebtedness of the Pledgors, no amounts payable) under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper Paper, other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 7 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 7 to the Perfection Certificate has been properly endorsed, assigned and delivered to the First Lien Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the First Lien Administrative Agent Agent, exceeds $500,000 in the aggregate for all Pledgors (provided that solely with respect to intercompany Indebtedness of the Pledgors, such minimum threshold shall not apply), the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 15 days after receipt thereof or such longer period as the First Lien Administrative Agent may agree to in its sole discretion) endorse, assign and deliver the same to the First Lien Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the First Lien Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s businessreasonably request.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument (other than a check to be deposited) or Tangible Chattel Paper other than (i) any Intercompany Notes representing amounts in the aggregate for all Pledgors of less than or equal to $2,500,000 and (ii) such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate Certificate, has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, Paper and such amount, together with all amounts payable evidenced by any instrument Instrument (other than a check to be deposited) or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 25,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) Certificate. Subject to Section 3.1, each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate not constituting Excluded Property has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof), subject to Section 3.1, endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to, or otherwise subjected to the Administrative control of, the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blankblank (other than the March 2006 Note). If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days forthwith endorse, assign and deliver the same to, or otherwise subjected to the Administrative control of, the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Administrative Agent Pledgors shall promptly return such Instrument or Tangible Chattel Paper not be required to such Pledgor from time to time, deliver the March 2006 Note to the extent necessary for collection in Collateral Agent unless and until such delivery is required b Section 5.14 of the ordinary course of such Pledgor’s businessSecond Lien Credit Agreement.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) Certificate. Subject to Section 3.1, each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate not constituting Excluded Property has been properly endorsed, assigned and delivered to the Administrative Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give written notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof), subject to Section 3.1, endorse, assign and deliver the same to the Administrative Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s businessblank.

Instruments and Tangible Chattel Paper. (i) No amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 10 annexed to the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 10 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 11 annexed to the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 11 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days endorse, assign and deliver the same to the Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate and (ii) each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to, or otherwise subjected to the Administrative control of, the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blankblank (other than the March 2006 Note). If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days forthwith endorse, assign and deliver the same to, or otherwise subjected to the Administrative control of, the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing. Notwithstanding the foregoing, the Administrative Agent Pledgors shall promptly return such Instrument or Tangible Chattel Paper not be required to such Pledgor from time to time, deliver the March 2006 Note to the extent necessary for collection in Collateral Agent unless and until such delivery is required b Section 5.14 of the ordinary course of such Pledgor’s businessCredit Agreement.

Instruments and Tangible Chattel Paper. As of the Closing Date, (i) No no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper Paper, with an individual face amount in excess $250,000 or with an aggregate face amount in excess of $500,000, other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate and Certificate, (ii) the Intercompany Note has been delivered to the Collateral Agent, accompanied by an endorsement to the Intercompany Note in the form attached thereto duly executed in blank by each Pledgor and (iii) unless constituting an Excluded Perfection Action, each such Instrument and each such item of Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If after the Closing Date any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, Paper and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper has not previously been delivered to the Administrative Agent exceeds $500,000 in the aggregate for all PledgorsCollateral Agent, unless constituting an Excluded Perfection Action, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 15 days endorse, assign and after receipt thereof (or such longer period as the Collateral Agent may approve in its sole discretion)) deliver the same to the Administrative Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) Certificate. Subject to Section 3.1, each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate not constituting Excluded Property has been properly endorsed, assigned and delivered to the Administrative Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof), subject to Section 3.1, endorse, assign and deliver the same to the Administrative Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s businessblank.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s businessblank.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate and (ii) each Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 12 annexed 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Administrative Agent for the benefit of the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. The requirements in the preceding two sentences shall not apply (i) to the extent that the face value of the Instruments and Tangible Chattel Paper does not exceed $1,000,000 in the aggregate for all Pledgors or (ii) to the Loan Party Intercompany Notes. At any time such requirements apply, the applicable Pledgor shall give notice thereof to the Collateral Agent in accordance with Section 13.2 of the Indenture and the Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any instrument Instrument or Tangible Chattel Paper not previously delivered to the Administrative Collateral Agent exceeds $500,000 1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly and (but in any event within 30 thirty (30) days after receipt thereof) endorse, assign and deliver the same to the Administrative Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Collateral Agent may from time to time specify; provided, however, that so long as no Event of Default has occurred and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. (i) No As of the date hereof, no amounts payable to such Grantor under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in on Schedule 12 annexed to the Perfection Certificate 3 hereof and (ii) each Instrument and each item of Tangible Chattel Paper listed in on Schedule 12 annexed to the Perfection Certificate 3 hereof, has been properly endorsed, assigned and delivered to the Administrative AgentLender, accompanied by undated instruments of transfer or assignment duly executed in blank; provided that no such endorsement, assignment or delivery will be required until the aggregate value of Instruments and Tangible Chattel Paper exceeds $100,000, and then in such case all Instruments and Tangible Chattel Paper will be pledged as provided herein. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, Paper and such amount, together with all amounts payable evidenced by any instrument or Tangible Chattel Paper not previously delivered to the Administrative Agent exceeds $500,000 in the aggregate for all Pledgors, the Pledgor Grantor acquiring such Instrument or Tangible Chattel Paper shall promptly and in any event within 30 days after receipt thereof by such Grantor) endorse, assign and deliver the same to the Administrative AgentLender, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Administrative Agent Lender may from time to time specify; providedreasonably specify provided that no such endorsement, however, that so long as no Event assignment or delivery will be required until the aggregate value of Default has occurred Instruments and is continuing, the Administrative Agent shall promptly return such Instrument or Tangible Chattel Paper to exceeds $100,000, and then in such Pledgor from time to time, to the extent necessary for collection in the ordinary course of such Pledgor’s businesscase all Instruments and Tangible Chattel Paper will be pledged as provided herein.