Common use of Instruments and Tangible Chattel Paper Clause in Contracts

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually amount in excess of $5,000,000 20.0 million individually or $100.0 million in the aggregate payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are is evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 5 to the Initial Perfection Certificate and such Instrument or Chattel Paper that constitutes Excluded Property, and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually listed in excess of $5,000,000 Schedule 5 to the Initial Perfection Certificate (other than checks to be deposited in the ordinary course of businesssuch Instrument or Chattel Paper that constitutes Excluded Property) has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period all in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required form and substance reasonably acceptable to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents any Intercompany Notes or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (any such Instruments Instrument or Chattel Paper that constitutes Excluded Property), and Tangible Chattel Paper, collectivelysuch amount, together with the Deliverable all amounts payable evidenced by any Instrument or Tangible Chattel Paper (other than any Intercompany Notes, the “Pledged Debt”Notes or any such Instrument or Chattel Paper that constitutes Excluded Property) and has not previously been delivered to Collateral Agent exceeds $20.0 million individually or $100.0 million in the Collateral Agentaggregate, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly notify Collateral Agent and, upon request of Collateral Agent shall promptly (and but in any event within 60 thirty (30) days (or such longer period of time as Collateral Agent may agree in its sole discretion)) after acquisition by acquiring such Pledgor) Instrument or Tangible Chattel Paper, notify Collateral Agent thereof, and, upon written request of Collateral Agent, shall endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has shall have occurred and is be continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in return any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to timetime promptly upon demand of such Pledgor, to the extent necessary or advisable (in the reasonable judgment of such Pledgor) for collection or cancellation thereof in the ordinary course of such Pledgor’s business. Notwithstanding anything to the contrary contained herein, this Section 3.4(a) shall not apply to any “casino marker” or similar extension of credit, regardless of how characterized under the UCC, provided by a Pledgor to any of its patrons.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 2,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 Section 14 of the Perfection Certificate and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 2,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereoftime periods specified in Section 4.23 of the Indenture, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 2,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 30 days after acquisition by such PledgorPledgor or such longer period as may be agreed to in writing by the Controlling Party) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 1,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 6 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 1,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 5 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 1,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Pledged Intercompany NotesNote, the “Pledged Debt”) and has not previously been delivered to the Collateral AgentAgent , the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 30 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as in form and substance reasonably satisfactory to the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to and the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such periodRequired Holders; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business. The Collateral Agent shall have no duty to determine, monitor or confirm transferability or assignability of any Instrument or Tangible Chattel Paper delivered hereunder.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral either (other than amounts owed a) in excess of $5 million individually or (b) below $5 million individually but in excess of $20 million in the aggregate for all Pledged Collateral evidenced by another Pledgorany Instrument or Tangible Chattel Paper for all Pledgors with an amount below $5 million individually (in which event Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper with an amount below $5 million shall be Pledged Collateral such that such aggregate amount under this clause (b) does not exceed $20 million) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, 10 to the Perfection Certificate. Each Instrument and each such item of Tangible Chattel Paper individually listed in excess of $5,000,000 (other than checks Schedule 10 to be deposited in the ordinary course of business) Perfection Certificate has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAdministrative Agent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Administrative Agent either (a) exceeds $5 million individually or (b) is below $5 million individually but exceeds $20 million in the aggregate for all Pledged Collateral Agentevidenced by any Instrument or Tangible Chattel Paper for all Pledgors with an amount below $5 million individually (in which event Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper with an amount below $5 million shall be Pledged Collateral such that such aggregate amount under this clause (b) does not exceed $20 million), the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and but in any event within 60 90 days after acquisition thereof by such PledgorPledgor 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 Collateral Agent (or its designee)Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $1,000,000 individually or $5,000,000 in the aggregate payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in on Schedule 7 and 10 to the Perfection Certificate, (ii) each Intercompany Note has been properly assigned and delivered to the Collateral Agent, accompanied by an endorsement to each such Deliverable Intercompany NoteNote in the form attached thereto duly executed in blank by each Pledgor, and (iii) each such Instrument and each such item of Tangible Chattel Paper individually in excess of $1,000,000 individually or $5,000,000 (other than checks to be deposited in the ordinary course of business) aggregate, has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $1,000,000 individually or $5,000,000 in the aggregate, then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 30 days after acquisition or such later time as may be extended by such Pledgorthe Collateral Agent in its sole discretion) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written reasonable request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument (other than an Intercompany Note) or Tangible Chattel Paper to such Pledgor from time to time, to the extent reasonably necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually or in the aggregate in excess of $5,000,000 250,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes Note and the Instruments and Tangible Chattel Paper listed in on Schedule 7 and 12 to the Perfection Certificate, (ii) the Intercompany Note has been properly assigned and 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) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually or in the aggregate in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) 250,000 has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individuallyindividually or in the aggregate, in excess of $5,000,000 250,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgorfive Business Days) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such periodrequest; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 five Business Days) return such Instrument (other than the Intercompany Note) or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually or in the aggregate in excess of $5,000,000 200,000 (other than checks and payment instructions received and collected in the ordinary course of business) payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in on Schedule 7 and 12 to the Perfection Certificate, (ii) each Intercompany Note in existence on the date hereof has been properly assigned and delivered to the Noteholder Collateral Agent by the Pledgor or Pledgors to which such Deliverable Intercompany NoteNote was issued, accompanied by an endorsement of such Intercompany Note in the form attached thereto duly executed in blank by each such Pledgor or Pledgors, and (iii) each such Instrument and each such item of Tangible Chattel Paper individually or in the aggregate in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) 200,000 has been or will be properly endorsed endorsed, assigned and delivered to the Noteholder Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, amount individually or in the aggregate in excess of $5,000,000 200,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition ten Business Days or such longer period as may be agreed to in writing by such Pledgor) the Noteholder Collateral Agent in its sole discretion), endorse, assign and deliver the same to the Noteholder Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Noteholder Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As Each Pledgor does not have any chattel paper (whether tangible or electronic) or instruments as of the date hereof, each except as set forth in the Perfection Certificate. In the event that any Pledgor hereby represents and warrants that (i) no amounts individually shall be entitled to or shall receive any chattel paper or instrument for obligations in excess of $5,000,000 payable to such Pledgor under 500,000 in any one case or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited $1,500,000 in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the aggregate that constitutes Collateral Agent (or its designee) within 60 days after the date hereof, accompanied Pledgors shall promptly notify the Collateral Trustee thereof in writing. Promptly upon the receipt thereof by instruments or on behalf of transfer any Pledgor (including by any agent or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issuerepresentative), no Pledged Securities such Pledgor shall deliver, or Deliverable Intercompany Notes shall be required cause to be delivered to the Collateral AgentTrustee, but shall be required to be delivered promptly after the expiration of all tangible chattel paper and instruments that such Pledgor has or may at any such period. If any amount, individually, in excess of $5,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee)time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent Trustee may from time to time reasonably specify; provided that, during in each case except as the Collateral Trustee may otherwise agree. At the Collateral Trustee’s option, each Pledgor shall, or the Collateral Trustee may at any period in which delivery is not practicabletime on behalf of any Pledgor, impossible cause the original of any such instrument or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required chattel paper to be delivered conspicuously marked in a form and manner acceptable to the Collateral AgentTrustee with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper][instrument] is subject to the security interest of [Wilmington Trust Company], but shall be required as Collateral Trustee and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party.” Notwithstanding anything in this paragraph to be delivered promptly after the expiration of any such period; providedcontrary, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgorthe Priority Lien Obligations are outstanding, the requirements for delivery under this paragraph shall be deemed to have been satisfied by delivery of such Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s businessPriority Collateral Trustee.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral either (other than amounts owed a) in excess of $5 million individually or (b) below $5 million individually but in excess of $20 million in the aggregate for all Pledged Collateral evidenced by another Pledgorany Instrument or Tangible Chattel Paper for all Pledgors with an amount below $5 million individually (in which event Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper with an amount below $5 million shall be Pledged Collateral such that such aggregate amount under this clause (b) does not exceed $20 million) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, 10 to the Perfection Certificate. Each Instrument and each such item of Tangible Chattel Paper individually listed in Schedule 10 to the Perfection Certificate either (a) in excess of $5,000,000 5 million individually or (other than checks to be deposited b) below $5 million individually but in excess of $20 million in the ordinary course of businessaggregate for all Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper for all Pledgors with an amount below $5 million individually (in which event Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper with an amount below $5 million shall be Pledged Collateral such that such aggregate amount under this clause (b) does not exceed $20 million), in each case has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAdministrative Agent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Administrative Agent either (a) exceeds $5 million individually or (b) is below $5 million individually but exceeds $20 million in the aggregate for all Pledged Collateral Agentevidenced by any Instrument or Tangible Chattel Paper for all Pledgors with an amount below $5 million individually (in which event Pledged Collateral evidenced by any Instrument or Tangible Chattel Paper with an amount below $5 million shall be Pledged Collateral such that such aggregate amount under this clause (b) does not exceed $20 million), the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and but in any event within 60 90 days after acquisition thereof by such PledgorPledgor 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 Collateral Agent (or its designee)Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As Loan Party Instrument/Tangible Chattel Paper Schedule 7(a) Patents and Trademarks UNITED STATES PATENTS: Registrations and Applications: Title Application No. (Date) Publication No. (Date) Patent No. (Date) Record Owner UNITED STATES TRADEMARKS: Registrations and Applications: Trademark Owner Application No. Registration No. Registration Date Schedule 7(b) Copyrights UNITED STATES COPYRIGHTS Registrations: Title Owner Registration no. Schedule 7(c) Intellectual Property Licenses Schedule 8 Commercial Tort Claims Schedule 9 Letter-of-Credit Rights EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the date hereofEffective Date set forth below and is entered into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, each Pledgor the “Credit Agreement”), receipt of a copy of which is hereby represents acknowledged by the Assignee. The Standard Terms and warrants that Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent below (i) no amounts individually all of the Assignor’s rights and obligations in excess its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of $5,000,000 payable all of such outstanding rights and obligations of the Assignor under the facility identified below (including any letters of credit and guarantees included in such facility) and (ii) to such Pledgor the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the Pledged Collateral (foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks claims at law or in equity related to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business rights and obligations sold and assigned pursuant to deferred payment proceduresclause (i) other than above (the Deliverable Intercompany Notes rights and the Instruments obligations sold and Tangible Chattel Paper listed in Schedule 7 assigned pursuant to clauses (i) and (ii) each such Deliverable Intercompany Note, Instrument above being referred to herein collectively as the “Assigned Interest”). Such sale and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered assignment is without recourse to the Collateral Agent (or its designee) within 60 days after the date hereofAssignor and, accompanied by instruments of transfer or assignment duly executed except as expressly provided in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (includingthis Assignment and Assumption, without limitation, a pandemic, outbreak representation or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to warranty by the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s businessAssignor.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 payable to such Pledgor pay- able under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (or Tangi- ble Chattel Paper other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, 10 to the Perfection Certificate. Each Instrument and each such item of Tangible Chattel Paper individually listed in excess of $5,000,000 (other than checks Schedule 10 to be deposited in the ordinary course of business) Perfection Certificate has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that. In the event that any Debtor shall be entitled to or shall receive any Tangible Chattel Pa- per or Instrument after the date hereof, during the Debtors shall promptly notify the Collateral Agent thereof in writing. Promptly (but in any period in which delivery is not practicable, impossible event within five days after receipt thereof) upon the re- ceipt thereof by or otherwise restricted as a result on behalf of a force majeure any Debtor (including, without limitation, a pandemic, outbreak including by any agent or similar health issuerepresentative), no Pledged Securities such Debt- or Deliverable Intercompany Notes shall be required deliver, or cause to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or all Tangible Chattel Paper (other than documents and Instruments that such Debtor has or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in may at any event within 60 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee)time acquire, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided thatspec- ify, during any period in which delivery is not practicable, impossible or each case except as Agent may otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to agree. At the Collateral Agent’s option, but shall be required to be delivered promptly after the expiration of any such period; providedBor- rower and each Guarantor shall, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, or the Collateral Agent (may at any time on behalf of the Borrow- er or its designee) shall promptly (and in any event within 10 Business Days) return Guarantor, cause the original of any such Instrument or Tangible Chattel Paper to such Pledgor from time to time, be conspicuously marked in a form and manner acceptable to the extent necessary for collection Collateral Agent with the follow- ing legend referring to Tangible Chattel Paper or cancellation thereof in Instruments as applicable: “This [chattel pa- per][instrument] is subject to the ordinary course security interest of PNC Bank, National Association and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such Pledgor’s businesssecured party.”

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue)Closing Date, no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 then amount payable under or in connection with any of the Pledged Collateral is evidenced by any Instrument or Tangible Chattel Paper other than (a) such Instruments and Tangible Chattel Paper listed in Section 6 of the Perfection Certificate and (b) Instruments and Tangible Chattel Paper with a face KE 81221769.9 US-DOCS\127475406.10 value equal to or less than $25,000 individually or $100,000 in the aggregate as to all such Instruments held by or payable to any Grantor. If any amount payable (other than by another Grantor, in which case there shall not be any amount owed minimum required amount; provided that delivery of the Intercompany Note, duly endorsed in blank, by the Grantor holding any Pledgorsuch Instrument or Tangible Chattel Paper shall satisfy the requirements of this clause (a) with respect to all Instruments and Tangible Chattel Paper payable by another Grantor or Restricted Subsidiary) under or in connection with any of the Collateral shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notesthat exceeds $25,000 individually, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor Grantor acquiring such Instrument or Tangible Chattel Paper shall promptly shall, subject to any applicable Customary Intercreditor Agreement, within ten (and 10) Business Days following the date of such Collateral arising or being acquired (or such later date as the Agent may in any event within 60 days after acquisition by such Pledgorits sole discretion agree) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, in a manner reasonably satisfactory to the extent necessary Agent, to be held for collection or cancellation thereof in the ordinary course benefit of the Credit Parties, as Collateral under this Agreement. Each Grantor further represents and warrants that the security interests granted pursuant to this Agreement upon the possession of such Pledgor’s businessInstruments, Tangible Chattel Paper or Intercompany Notes will, subject to Permitted Encumbrances, (i) constitute a legal and valid perfected security interest in favor of the Agent, for the benefit of the Credit Parties, as Collateral for the Obligations, and (ii) (A) be enforceable in accordance with the terms hereof against all creditors of such Grantor and (B) be the only Lien on such Collateral except for Permitted Encumbrances. Each of the Intercompany Notes issued by any Subsidiary of any Grantor constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 10,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than (i) amounts owed by another PledgorPledgor or (ii) for the avoidance of doubt, any Foreign Intercompany Loans) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 on Section II.A.2 to the Perfection Certificate and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 10,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its non-fiduciary agent or designee) within 60 days after the date hereof), accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 10,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any PledgorCompany) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such PledgorPledgor or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) endorse, assign and deliver the same to the Collateral Agent (or its non-fiduciary agent or designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its non-fiduciary agent or designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor Pledgors hereby represents represent and warrants warrant that (i) no amounts individually in excess of $5,000,000 200,000 in any one case or $1,000,000 in the aggregate payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument or Tangible Chattel Paper other than the Intercompany Note, checks to be deposited in the ordinary course of business and the Instruments and Tangible Chattel Paper listed on Schedule 11 to the Perfection Certificate, (ii) the Intercompany Note has been properly assigned and delivered to the Senior Agent, accompanied by an endorsement to the Intercompany Note in the form attached thereto duly executed in blank by each Pledgor, and (iii) each such Instrument and each such item of Tangible Chattel Paper in excess of $200,000 in any one case or $1,000,000 in the aggregate for all such Instruments and Tangible Chattel Paper of Pledgors, has been properly endorsed, assigned and delivered to the Senior Agent, accompanied by instruments of transfer or assignment duly executed in blank. Subject to Section 2.3, if any amount, in excess of $200,000 in any one case or $1,000,000 in the aggregate for all such Instruments and Tangible Chattel Paper other than the Intercompany Note, then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition 10 Business Days as such date may be extended by such Pledgorthe Collateral Agent in its sole discretion) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written reasonable request by such the applicable Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument (other than the Intercompany Note) or Tangible Chattel Paper to such the applicable Pledgor from time to time, to the extent reasonably necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $1,000,000 individually or $5,000,000 in the aggregate payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed on Schedule 10 to the Perfection Certificate, (ii)each Intercompany Note has been properly assigned and delivered to the Collateral Agent, accompanied by an endorsement to each such Intercompany Note in Schedule 7 the form attached thereto duly executed in blank by each Pledgor, and (iiiii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $1,000,000 individually or $5,000,000 (other than checks to be deposited in the ordinary course of business) aggregate, has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $1,000,000 individually or $5,000,000 in the aggregate, then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 30 days after acquisition or such later time as may be extended by such Pledgorthe Collateral Agent in its sole discretion) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written reasonable request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument (other than an Intercompany Note) or Tangible Chattel Paper to such Pledgor from time to time, to the extent reasonably necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 2,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 2,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 2,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereofClosing Date, each Pledgor hereby represents except for checks to be deposited in the Ordinary Course of Business, Instruments evidencing intercompany obligations and warrants that Chattel Paper and other similar records comprised of leases entered by Protection into from time to time in the Ordinary Course of Business (i) “PSI Chattel Paper”), no amounts individually in excess of $5,000,000 payable to such Pledgor Grantor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in on Schedule 7 and (ii3.04(a) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument Instruments or Tangible Chattel Paper having a face amount of equal to or greater than $500,000 in the aggregate (other than checks to be deposited in the ordinary course Ordinary Course of business) or Tangible Chattel Paper (other than documents or records Business, Instruments evidencing amounts owed by customers in the ordinary course of business pursuant intercompany obligations and, prior to deferred payment procedures) (such Instruments and Tangible April 30, 2018, PSI Chattel Paper, collectively, together with the Deliverable Intercompany Notes), the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor Grantor acquiring such Instrument or Tangible Chattel Paper in excess of $500,000 in the aggregate shall notify the Collateral Agent and, subject to the terms of the Intercreditor Agreement such Grantor shall xxxx conspicuously each such Instrument and Tangible Chattel Paper and, at the request of the Collateral Agent, each of its records pertaining to such Collateral with a legend, in form and substance reasonably satisfactory to the Collateral Agent, indicating that such Instrument, Tangible Chattel Paper or Collateral is subject to the security interest granted hereby; provided, at the request of the Collateral Agent, such Grantor shall promptly (and but in any event within 60 days five (5) Business Days after acquisition by such Pledgorrequest) endorseindorse, assign and deliver the same such Instrument or Tangible Chattel Paper to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, further that so long as no Default or Event of Default has occurred and is continuingoutstanding, upon written request by any such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such individual Instrument or Tangible Chattel Paper to such Pledgor from time to timeevidencing Collateral for an amount less than $100,000 need only be so marked or delivered following the Collateral Agent’s request. On or after April 30, 2018, PSI Chattel Paper meeting the requirements set forth in the immediately preceding sentence shall be subject to the extent necessary for collection or cancellation thereof requirements set forth in the ordinary course of such Pledgor’s businesssentence.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually payable in excess of $5,000,000 payable 500,000 (or solely with respect to such Pledgor intercompany Indebtedness of the Pledgors, no amounts payable) under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (Paper, other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 and (ii) each such Deliverable Intercompany Note, to the Perfection Certificate. Each Instrument and each such item of Tangible Chattel Paper individually listed in excess of $5,000,000 (other than checks Schedule 7 to be deposited in the ordinary course of business) Perfection Certificate has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAdministrative Agent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Administrative 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 60 15 days after acquisition by receipt thereof or such Pledgorlonger period as the Administrative Agent may agree to in its sole discretion) endorse, assign and deliver the same to the Collateral Agent (or its designee)Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Administrative Agent may from time to time reasonably specify; provided thatrequest. § Deposit Accounts. As of the date hereof, during no Pledgor has any period Deposit Accounts other than Excluded Deposit Accounts and those accounts listed in which delivery is not practicable, impossible or otherwise restricted as Schedule 10 to the Perfection Certificate. The Administrative Agent has a result of a force majeure security interest in each such Deposit Account (including, without limitation, a pandemic, outbreak or similar health issueother than Excluded Deposit Accounts), no Pledged Securities or Deliverable Intercompany Notes which security interest, when required by Section 6.18 of the Credit Agreement, will be perfected by Control. No Pledgor shall be required hereafter establish and maintain any Deposit Account unless (1) it shall have given the Administrative Agent 10 days’ prior written notice of its intention to be establish such new Deposit Account with a Bank and (2) such Bank and such Pledgor shall have duly executed and delivered to the Collateral Agent, but Administrative Agent a Deposit Account Control Agreement with respect to such Deposit Account. The Administrative Agent agrees with each Pledgor that the Administrative Agent shall be required not give any instructions directing the disposition of funds from time to be delivered promptly after the expiration of time credited to any Deposit Account or withhold any withdrawal rights from such period; provided, however, that so long as no Pledgor with respect to funds from time to time credited to any Deposit Account unless an Event of Default has occurred and is continuing, upon written request and notice shall have been given by the Administrative Agent to the Borrower of its intent to exercise such Pledgor, rights. Each Pledgor agrees that once the Collateral Administrative Agent sends an instruction or notice to a Bank exercising its Control over any Deposit Account (other than Excluded Deposit Accounts) (with a copy of such instruction or its designeenotice to the Borrower) such Pledgor shall promptly (and in not give any event within 10 Business Days) return such Instrument instructions or Tangible Chattel Paper orders with respect to such Deposit Account including, without limitation, instructions for distribution or transfer of any funds in such Deposit Account. No Pledgor from time shall grant Control of any Deposit Account to time, to any person other than the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s businessAdministrative Agent.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually or in the aggregate in excess of $5,000,000 250,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes Note and the Instruments and Tangible Chattel Paper listed in on Schedule 7 and 12 to the Perfection Certificate, (ii) the Intercompany Note has been properly assigned and 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) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually or in the aggregate in excess of $5,000,000 (other than checks to be deposited in the ordinary course of business) 250,000 has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individuallyindividually or in the aggregate, in excess of $5,000,000 250,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor5 Business Days) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such periodrequest; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 5 Business Days) return such Instrument (other than the Intercompany Note) or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no amounts individually in excess of $5,000,000 10,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than (i) amounts owed by another PledgorPledgor or (ii) for the avoidance of doubt, any Foreign Intercompany Loans) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the Instruments and Tangible Chattel Paper listed in Schedule 7 on Section II.A.2 to the Perfection Certificate and (ii) subject to Section 10.14(b), each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually in excess of $5,000,000 10,000,000 (other than checks to be deposited in the ordinary course of business) has been or will be properly endorsed and delivered to the Collateral Agent (or its designee) within 60 days after the date hereof), accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue. Subject to Section 10.14(b), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If if any amount, individually, in excess of $5,000,000 10,000,000 then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any PledgorCompany) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral Agent, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such PledgorPledgor or such longer period as may be agreed to in writing by (subject to Section 5.10(d)(iii) of the Credit Agreement) the Controlling Party) endorse, assign and deliver the same to the Collateral Agent (or its designee), accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s business.

Instruments and Tangible Chattel Paper. As of the date hereof, each Pledgor hereby represents and warrants that (i) no No amounts individually in excess of $5,000,000 payable to such Pledgor under or in connection with any of the Pledged Collateral (other than amounts owed by another Pledgor) are evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) other than the Deliverable Intercompany Notes and the such Instruments and Tangible Chattel Paper listed in Schedule 7 11 annexed to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made) and (ii) each such Deliverable Intercompany Note, Instrument and each such item of Tangible Chattel Paper individually valued in excess of $5,000,000 (other than checks 250,000 listed in Schedule 11 annexed to be deposited in the ordinary course of business) Perfection Certificate has been or will be properly endorsed endorsed, assigned and delivered to the Collateral Agent (or its designee) within 60 days after the date hereofAgent, accompanied by instruments of transfer or assignment duly executed in blank; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period. If any amount, individually, in excess of $5,000,000 amount then payable under or in connection with any of the Pledged Collateral (other than any amount owed by any Pledgor) shall be evidenced by any Instrument (other than checks to be deposited in the ordinary course of business) or Tangible Chattel Paper, and such amount, together with all amounts payable evidenced by any Instrument or Tangible Chattel Paper (other than documents or records evidencing amounts owed by customers in the ordinary course of business pursuant to deferred payment procedures) (such Instruments and Tangible Chattel Paper, collectively, together with the Deliverable Intercompany Notes, the “Pledged Debt”) and has not previously been delivered to the Collateral AgentAgent exceeds $1,000,000 in the aggregate for all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (and in any event within 60 days after acquisition by such Pledgor10 Business Days) endorse, assign and deliver the same to the Collateral Agent (or its designee)Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify; provided that, during any period in which delivery is not practicable, impossible or otherwise restricted as a result of a force majeure (including, without limitation, a pandemic, outbreak or similar health issue), no Pledged Securities or Deliverable Intercompany Notes shall be required to be delivered to the Collateral Agent, but shall be required to be delivered promptly after the expiration of any such period; provided, however, that so long as no Event of Default has occurred and is continuing, upon written request by such Pledgor, continuing the Collateral Agent (or its designee) shall promptly (and in any event within 10 Business Days) ), after written request by the applicable Pledgor, return such Instrument or Tangible Chattel Paper to such Pledgor from time to time, solely to the extent necessary for collection or cancellation thereof in the ordinary course of such Pledgor’s 's business.