Common use of Delivery of Instruments, Securities, Chattel Paper and Documents Clause in Contracts

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Each Grantor will (a) promptly upon the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter upon the request of the Administrative Agent after the occurrence and during the continuation of an Event of Default, deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly hold in trust for the Administrative Agent upon receipt and (i) upon the Administrative Agent’s request, deliver to the Administrative Agent any Document evidencing, constituting or relating to Inventory, in each case having a value in excess of $150,000 individually, and (and thereafter hold in trust for ii) upon the Administrative Agent upon receipt Agent’s request after the occurrence and promptly (but in any event within five Business Days) during the continuation of an Event of Default, deliver to the Administrative Agent) Agent any Document evidencing evidencing, constituting or constituting Collateral that on an individual basis bears relating to other Collateral, in each case having a face amount value in excess of at least $5,000,000 150,000 individually, and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such the Grantor will pledge such additional Collateral. Such Each Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the Intercreditor Agreement and the Credit Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist) if (i) the amount thereof is in excess of $1,000,000 or (ii) the amount thereof, when taken together with all other Chattel Paper, Securities and Instruments not previously delivered to the Administrative Agent is in excess of $1,000,000 in the aggregate (with all such Chattel Paper, Securities and Instruments then being required to be delivered to the Administrative Agent), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) if the aggregate value thereof exceeds $1,000,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document (other than electronic documents) evidencing or constituting Collateral that on an individual basis bears a face amount of at least if the aggregate value thereof exceeds $5,000,000 1,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A F hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional items constituting Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional such Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver With respect to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) with an individual value in excess of $25,000, such Grantor will (a) deliver to the Administrative Agent immediately upon execution of this Security Agreement the originals of all such Chattel Paper, Securities and Instruments constituting Collateral, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Each Grantor will (a) deliver to the Administrative Collateral Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 Paper (if any then exist), Securities and Instruments constituting Collateral, in each case with a value in excess of $1,000,000, together with such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time request, (b) hold in trust for the Administrative Collateral Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Collateral Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears received after the date hereof, in each case with a face amount value in excess of at least $5,000,0001,000,000, together with such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time request, (c) promptly upon the Administrative Collateral Agent’s request, deliver to the Administrative Agent (Collateral Agent, and thereafter hold in trust for the Administrative Collateral Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) Collateral Agent any Document evidencing or constituting Collateral that on an individual basis bears with a face amount value in excess of at least $5,000,000 1,000,000 and (d) promptly upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto D (the each, an “Amendment”), pursuant to which such Grantor will pledge such any additional CollateralCollateral to the extent required hereby. Such Each Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it collateral set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper in an amount in excess of $500,000, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), except that Grantors need not delivery original Securities of Inactive Subsidiaries until the occurrence of the Liquidity Event, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A F hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon following the execution of this Security Agreement the originals of (x) all Chattel Paper, Paper having a value in excess of $500,000 and (y) all Securities and Instruments Instruments, in each case constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary contained in this Security Agreement or any other Loan Document, not later than thirty (30) days after the Effective Date, such Grantor shall deliver to the Administrative Agent the original certificates representing the Equity Interests of Foreign Subsidiaries which constitute Pledged Collateral owned by such Grantor as of the Effective Date, together with the executed undated powers for each such certificate.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five three Business Days) upon Days after the execution of this Security Agreement the originals of all Chattel PaperPaper which individually has a face amount of more than $500,000 or in the aggregate more than $2,000,000, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five three Business Days) Days thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five three Business Days) Days thereafter deliver to the Administrative Agent) Agent any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment (which amendment shall be subject to the Intercreditor Agreement) to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such Grantor will pledge any such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all (x) Chattel Paper, Securities Paper and Instruments with a value of $100,000 individually or in the aggregate, or (y) any certificated Securities, in each case, constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly thereafter (but in any no event within five later than three Business DaysDays after receipt) thereafter deliver to the Administrative Agent any such (x) Chattel Paper, Securities Paper and Instruments with a value of $25,000 individually or $100,000 in the aggregate, or (y) any certificated Securities, in each case, constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000obtained after the Effective Date, (c) promptly upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly thereafter (but in any no event within five later than three Business DaysDays after such request) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral; provided, that the Lien granted hereunder shall attach and such property shall be considered part of the Collateral despite any Grantor’s failure to deliver an Amendment.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly within fifteen (but in any event within five Business Days15) upon days of execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon and within fifteen (15) days of receipt and promptly (but in any event within five Business Days) thereafter thereof deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears having a face amount fair market value in excess of at least $5,000,000500,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such The Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) to the extent the aggregate value or face amount for all such Chattel Paper, Securities and Instruments for the Grantor exceeds $100,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a to the extent the aggregate value or face amount of at least for all such Chattel Paper, Securities and Instruments for the Grantor exceeds $5,000,000100,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a to the extent the aggregate value or face amount of at least for all such Documents for the Grantor exceeds $5,000,000 100,000, and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such the Grantor will pledge such additional Collateral. Such The Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Each Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 Paper (if any then exist), certificated Securities and Instruments having an outstanding balance in excess of $1,000,000 constituting Collateral owned by such Grantor, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, certificated Securities and Instruments having an outstanding balance in excess of $1,000,000 constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000received after the date hereof, (c) promptly upon the occurrence and during the continuance of a Cash Dominion Event and upon the Administrative Agent’s request, deliver to the Administrative Agent (Agent, and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) Agent any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A C hereto (the each, an “Amendment”), pursuant to which such Grantor will pledge such any additional Collateral. Such Each Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it collateral set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) upon the request of the Administrative Agent, deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly within ten (but in any event within five 10) Business Days) thereafter Days after request by the Administrative Agent, deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly within ten (but in any event within five 10) Business Days) Days deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 Collateral, and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the terms of the Term Loan/ABL Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) having a balance in excess of $2,000,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments having a balance in excess of $2,000,000 constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly if an Event of Default shall have occurred and then be continuing, upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A C hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all each item of Chattel PaperPaper in an amount in excess of $1,000,000, Securities each certificated Security having a face or fair market value in excess of $1,000,000 and Instruments constituting Collateral each Instrument in a principal amount in excess of $1,000,000 owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Instruments, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears having a face amount value in excess of at least $5,000,000 1,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A Exhihbit F hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all (x) Chattel Paper, Securities Paper and Instruments with a value in excess of $500,000 individually or in the aggregate, or (y) any certificated Securities, in each case, constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly thereafter (but in any no event within five later than three (3) Business DaysDays after receipt) thereafter deliver to the Administrative Agent any such (x) Chattel Paper, Securities Paper and Instruments with a value in excess of $500,000 individually or in the aggregate, or (y) any certificated Securities, in each case, constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000obtained after the Effective Date, (c) promptly upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly thereafter (but in any no event within five later than three (3) Business DaysDays after such request) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral; provided, that the Lien granted hereunder shall attach and such property shall be considered part of the Collateral despite any Grantor’s failure to deliver an Amendment.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this US Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) and with a value in excess of $250,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (promptly, but in any no event within five more than ten (10) Business Days) Days following receipt (or such later date as agreed to by the Administrative Agent), thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s 's request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (promptly, but in any no event within five more than ten (10) Business Days) Days following receipt (or such later date as agreed to by the Administrative Agent), deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s 's request, deliver to the Administrative Agent a duly executed amendment to this US Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this US Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Upon the Administrative Agent’s request, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement immediately the originals of all Chattel Paper, Securities Paper and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities Paper and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall at all times be considered to be part of the Collateral; provided, however, that so long as no Event of Default shall have occurred and be continuing, the failure of the Grantors to make delivery to the Administrative Agent upon request of Chattel Paper and Instruments having an aggregate (for all such Chattel Paper and Instruments for all Grantors) face amount not in excess of $100,000 shall not be a breach of this Section.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Each Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel PaperPaper with an individual value in excess of $2,000,000, all Instruments with an individual value in excess of $2,000,000 and all Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent Agent, any such Equity Interests (other than Equity Interests of a domestic Immaterial Subsidiary) constituting Pledged Collateral (to the extent certificated) and, unless otherwise instructed by the Administrative Agent, any Chattel PaperPaper with a value in excess of $2,000,000, Securities any Instrument with a value in excess of $2,000,000 and Instruments constituting Collateral owned by it that on an individual basis bears any other Security with a face amount value in excess of at least $5,000,0002,000,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document with a value in excess of $2,000,000 evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional CollateralCollateral described in clause (b) and (c) above. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments (other than, for the avoidance of doubt, checks or other instruments for deposit in the ordinary course of its business) constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments (other than, for the avoidance of doubt, checks or other instruments for deposit in the ordinary course of its business) constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 Collateral, and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor The Grantors hereby authorizes authorize the Administrative Agent to attach each Amendment to this Security Agreement and agrees agree that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the terms of the ABL-Term Loan Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Canadian Security Agreement the originals of all Chattel Paper, Securities Securities, and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) and with a value in excess of $250,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (promptly, but in any no event within five more than ten (10) Business Days) Days following receipt (or such later date as agreed to by the Administrative Agent), thereafter deliver to the Administrative Agent any such Chattel Paper, Securities Securities, and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s 's request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (promptly, but in any no event within five more than ten (10) Business Days) Days following receipt (or such later date as agreed to by the Administrative Agent), deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s 's request, deliver to the Administrative Agent a duly executed amendment to this Canadian Security Agreement, in the form of Exhibit A H hereto (the an “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Canadian Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) to the extent the aggregate value or face amount for all such Chattel Paper, Securities and Instruments for all Grantors exceeds $100,000, (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a to the extent the aggregate value or face amount of at least for all such Chattel Paper, Securities and Instruments for all Grantors exceeds $5,000,000100,000, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a to the extent the aggregate value or face amount of at least for all such Documents for all Grantors exceeds $5,000,000 100,000, and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Except as required to be delivered to the Notes Agent pursuant to the terms, conditions and provisions of the Intercreditor Agreement with respect to Securities, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments individually in excess of $100,000 constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five three Business Days) Days thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments individually in excess of $100,000 constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon within three Business Days of the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in substantially the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly within thirty (but in any event within five Business Days30) upon days of the execution of this Security Agreement Agreement, the originals of all Chattel Paper, Securities and other Instruments, in each case with a value of at least $100,000, together with any requested allonge with respect to Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears Instruments, in each case with a face amount value of at least $5,000,000100,000, constituting Collateral, (c) promptly not permit the aggregate value of all Chattel Paper, Securities and other Instruments constituting Collateral and owned by the Grantors for which the originals have not been delivered to the Administrative Agent pursuant to the foregoing clauses (a) and (b) to exceed $250,000, (d) upon execution of this Security Agreement and the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (de) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Administrative Agent promptly (but in any event Lender within five Business Days) upon 30 days following execution of this Security Agreement the originals of all Chattel Paper, certificated Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist)) having an original face value in excess of $500,000, (b) hold in trust for the Administrative Agent Lender upon receipt and promptly and, if required to be delivered pursuant to clause (but in any event within five Business Days) thereafter a), deliver to the Administrative Agent Lender any such Chattel Paper, certificated Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000within 30 days following such receipt, (c) promptly upon the Administrative AgentLender’s request, deliver to the Administrative Agent Lender (and thereafter hold in trust for the Administrative Agent Lender upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative AgentLender) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative AgentLender’s request, deliver to the Administrative Agent Lender a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent Lender to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the CollateralCollateral and that the Schedules to the Disclosure Letter shall be deemed to be amended to reflect the information contained within such Amendments without any further action.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) except to the extent otherwise expressly provided in the Credit Agreement, deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper and Instruments in excess of $500,000 and all, Securities and Instruments (to the extent certificated) constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s requestrequest after the occurrence and continuance of an Event of Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) subject to the last paragraph of Section 5.1 of the Credit Agreement, deliver to the Administrative Agent promptly (but in any event within five Business Days) immediately upon execution of this Security Agreement (or such later date as permitted under the Credit Agreement) the originals of all Chattel Paper, certificated Securities and all Material Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then exist), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately thereafter deliver to the Administrative Agent any such Chattel Paper, certificated Securities and Material Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s written request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five Business Days) immediately deliver to the Administrative Agent) any Document evidencing or constituting Collateral that on an individual basis bears with a face amount value in excess of at least $5,000,000 and (d) promptly upon the Administrative Agent’s written request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit A hereto (the “Additional Collateral Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Additional Collateral Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Additional Collateral Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Such Subject to the Intercreditor Agreement, such Grantor will (a) deliver to the Administrative Agent promptly (but in any event within five three Business Days) upon Days after the execution of this Security Agreement the originals of all Chattel PaperPaper which individually has a face amount of more than $500,000 or in the aggregate more than $2,000,000, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000 (if any then existexists), (b) hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five three Business Days) Days thereafter deliver to the Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral owned by it that on an individual basis bears a face amount of at least $5,000,000Collateral, (c) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and promptly (but in any event within five three Business Days) Days thereafter deliver to the Administrative Agent) Agent any Document evidencing or constituting Collateral that on an individual basis bears a face amount of at least $5,000,000 and (d) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment (which amendment shall be subject to the Intercreditor Agreement) to this Security Agreement, in the form of Exhibit A G hereto (the “Amendment”), pursuant to which such Grantor will pledge any such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.