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

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) with a value in excess of $250,000, (ii) hold in trust for the Secured Parties upon receipt and immediately thereafter deliver to the Collateral Agent any Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured Party, after the occurrence and during the continuance of an Event of Default, deliver to the Collateral Agent (and thereafter hold in trust for the Secured Parties upon receipt and immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral. Each Grantor further agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute Collateral acquired by such Grantor after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) except to the extent otherwise expressly provided in the Credit Agreement, deliver to the Collateral Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Paper and Instruments in excess of $500,000 and all Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately promptly thereafter deliver to the Collateral Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the Administrative Agent’s request of the Collateral Agent or any other Secured Party, after the occurrence and during the continuance of an Event of Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately promptly deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Subject to the Intercreditor Agreement, each Grantor will (i) deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent) immediately upon execution of this Security Agreement (or such later date as may be agreed by the Notes Collateral Agent) the originals of all Chattel PaperPaper with a face value exceeding $10,000,000, Securities Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in respect of Equity Interests in Pledge Subsidiaries (to the extent certificated) and Instruments ), in each case constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Notes Collateral Agent upon receipt and immediately thereafter and, concurrently with the delivery of each compliance certificate provided to the Notes Collateral Agent pursuant to 4.07 of the Indenture, deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent), any Chattel Paper, Securities and Instruments constituting Collateral Paper with a face value exceeding $10,000,000, Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in excess respect of $250,000Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent), concurrently with the delivery of each compliance certificate provided to the Notes Collateral Agent pursuant to Section 4.07 of the Indenture, such Pledged Deposits with a value exceeding $10,000,000 which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Notes Collateral Agent shall specify, and (iv) upon the request of the Notes Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent) (and thereafter hold in trust for the Secured Parties Notes Collateral Agent upon receipt and immediately deliver to the Notes Collateral Agent) any Document evidencing or constituting Collateral, and (v) if requested to be delivered by the Bank Agent in regards to the Senior Credit Facilities (or after the Discharge of the Credit Agreement Obligations, with regards to the Notes Documents, the Notes Collateral Agent), deliver to the Notes Collateral Agent a duly executed amendment to this Security Agreement, in the form of Appendix “A” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Notes Collateral Agent to attach each Amendment to this Security Agreement and agrees that all certificatesadditional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary herein, agreements or instruments representing or evidencing Chattel Paperit is understood and agreed that any share mortgage in respect of Microchip Technology Malta Limited (the “Irish Pledge”) will be delivered as soon as commercially reasonable thereafter, Securities and Instruments that constitute Collateral acquired by such Grantor but in no event later than 90 days after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by Security Agreement Effective Date or such Grantor) be delivered longer period so long as the applicable Grantor is using commercially reasonable efforts to and held by or on behalf of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agentprovide such Irish Pledge.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper and Instruments (other than Intercompany Instruments; provided that such Intercompany Instruments shall not be delivered to any Person which is not a Grantor, Securities (the ABL Collateral Agent or the Agent), in each case, to the extent certificated) evidencing amounts in excess of $5,000,000 individually, or $10,000,000 in the aggregate, and Instruments constituting Collateral (if any then exist) and Securities constituting Collateral (to the extent certificated); provided further that, each Grantor shall be deemed to have complied with this requirement to the extent that the ABL Collateral Agent has received such Chattel Paper, Instruments or Securities as bailee of the Agent in a value in excess of $250,000, manner consistent with the Intercreditor Agreement; (ii) hold in trust for the Secured Parties Agent upon receipt and immediately promptly thereafter deliver to the Collateral Agent any Chattel Paper, Securities Paper and Instruments constituting (other than Intercompany Instruments; provided, that such Intercompany Instruments shall not be delivered to any Person who is not a Grantor, the ABL Collateral with a value Agent or the Agent), in each case, to the extent evidencing amounts in excess of $250,0005,000,000 individually or $10,000,000 in the aggregate, and constituting Collateral (if any then exist) and Securities (to the extent certificated); provided further, that, each Grantor shall be deemed to have complied with this requirement to the extent that the ABL Collateral Agent has received such Chattel Paper, Instruments or Securities as bailee of the Agent in a manner consistent with the Intercreditor Agreement; (iii) upon the designation by a Grantor of any Pledged Deposits (as set forth in the definition thereof)) as Collateral, deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Agent shall reasonably specify; provided, that, each Grantor shall be deemed to have complied with this requirement to the extent that the ABL Collateral Agent shall specify, and has received such certificates as a bailee of the Agent in a manner consistent with the Intercreditor Agreement; (iv) upon the request of the Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance continuation of an Event of DefaultDefault (subject to the terms of the Intercreditor Agreement), deliver to the Collateral Agent (and thereafter hold in trust for the Secured Parties Agent upon receipt and immediately promptly deliver to the Collateral Agent) any Document evidencing or constituting Collateral; and (v) upon the Agent’s request, deliver to the Agent, promptly after the delivery of a Compliance Certificate, a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will specify such additional Collateral pledged hereunder. Each Such Grantor further hereby authorizes the Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Such Grantor will will: (i) deliver to the Collateral Agent Trustee (or, if applicable, its agent for perfection pursuant to Section 8.21.2 hereof) immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Collateral Trustee upon receipt and immediately thereafter deliver to the Collateral Agent Trustee (or, if applicable, its agent for perfection pursuant to Section 8.21.2 hereof) any Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) promptly upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent Trustee (or, if applicable, its agent for perfection pursuant to Section 8.21.2 hereof) such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and collaterally assigned as the Collateral Agent Trustee (or, if applicable, its agent for perfection pursuant to Section 8.21.2 hereof) shall reasonably specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyTrustee’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Collateral Agent Trustee or, if applicable, its agent for perfection (and thereafter hold in trust for the Secured Parties Collateral Trustee upon receipt and immediately deliver to the Collateral AgentTrustee or, if applicable, its agent for perfection) any Document evidencing or constituting Collateral. Each Grantor further agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute Collateral acquired by such Grantor after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Subject to the Intercreditor Agreement, each Grantor will (i) deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent) immediately upon execution of this Security Agreement (or such later date as may be agreed by the Notes Collateral Agent) the originals of all Chattel PaperPaper with a face value exceeding $10,000,000, Securities Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in respect of Equity Interests in Pledge Subsidiaries (to the extent certificated) and Instruments ), in each case constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Notes Collateral Agent upon receipt and immediately thereafter and, concurrently with the delivery of each compliance certificate provided to the Notes Collateral Agent pursuant to 4.07 of the Indenture, deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent), any Chattel Paper, Securities and Instruments constituting Collateral Paper with a face value exceeding $10,000,000, Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in excess respect of $250,000Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent), concurrently with the delivery of each compliance certificate provided to the Notes Collateral Agent pursuant to Section 4.07 of the Indenture, such Pledged Deposits with a value exceeding $10,000,000 which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Notes Collateral Agent shall specify, and (iv) upon the request of the Notes Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Notes Collateral Agent (or prior to the Discharge of the Credit Agreement Obligations, the Bank Agent) (and thereafter hold in trust for the Secured Parties Notes Collateral Agent upon receipt and immediately deliver to the Notes Collateral Agent) any Document evidencing or constituting Collateral, and (v) if requested to be delivered by the Bank Agent in regards to the Senior Credit Facilities (or after the Discharge of the Credit Agreement Obligations, with regards to the Notes Documents, the Notes Collateral Agent), deliver to the Notes Collateral Agent a duly executed amendment to this Security Agreement, in the form of Appendix “A” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Notes Collateral Agent to attach each Amendment to this Security Agreement and agrees that all certificatesadditional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary herein, agreements or instruments representing or evidencing Chattel Paper, Securities it is understood and Instruments agreed that constitute (i) the stock certificates and related stock powers thereto in respect of any Pledge Subsidiary of Microsemi and its Subsidiaries listed on Schedule “D” to the Collateral acquired by such Grantor after Disclosure Letter as of the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) Security Agreement Effective Date are only required to be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Securities (Security Agreement Effective Date to the extent certificated) received from Microsemi and all Instrumentsso long as the Issuer has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, including without limitation, in which case such stock certificates and related stock powers in respect of any Intercompany Note, such Pledge Subsidiary shall be delivered within sixty (60) days (or such later date as may be agreed upon by the Bank Agent) of the Security Agreement Effective Date and (ii) any share mortgage in suitable form for transfer by delivery or respect of Microchip Technology Malta Limited (the “Irish Pledge”) shall not be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory required to be provided hereunder until such time as such share mortgage is provided to the Collateral Bank Agent.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper (with a value, individually, of $250,000 or more), Equity Interests and other Securities (to the extent certificated) and promissory notes or other Instruments (including, for the avoidance of doubt, the Intercompany Note), in each case constituting Collateral (if any then exist) with a value in excess of $250,000Collateral, (ii) hold in trust for the Secured Parties Collateral Agent upon receipt and immediately thereafter deliver to the Collateral Agent any such Chattel Paper, Securities Equity Interests, Securities, promissory note, and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Collateral Agent (and thereafter or hold in trust for the Secured Parties Collateral Agent upon receipt and immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral. Each Grantor further agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute Collateral acquired by (v) concurrently with each such Grantor after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered delivery deliver to and held by or on behalf of the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant hereto. All Securities (to the extent certificated) which such Grantor will pledge such additional Collateral, and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by each such delivery or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer as are necessary to grant the Collateral Agent control over such Collateral. Such Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Any intercompany Indebtedness shall be subject to the Intercompany Note, and, in the case of (x) intercompany obligations owing to the Issuer or assignment in blanka Guarantor thereunder, all in form and substance satisfactory pledged to the Collateral Agent, and (y) intercompany obligations owing to a Subsidiary that is not a Guarantor, subordinated to the Secured Obligations in accordance therewith.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Administrative Agent immediately upon promptly after execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) with a and, in the case of Chattel Paper or Instruments, having an individual face value in excess of $250,0001,000,000 or an aggregate face value in excess of $1,000,000, (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately promptly thereafter deliver to the Collateral Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral with a value (in excess the case of $250,000Chattel Paper and Instruments, subject to the delivery thresholds set forth in clause (i), (iii) upon promptly after the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral having an individual face value in excess of $1,000,000 or an aggregate face value in excess of $1,000,000 endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent's request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor Subject to compliance with applicable Gaming Laws, each Guarantor will (i) deliver to the Collateral Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper (with a value, individually, of $100,000 or more), Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) , with a value in excess value, individually, of $250,000100,000 or more), in each case constituting Collateral, (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately thereafter deliver to the Collateral Administrative Agent any such Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof)) with a value, individually, of $100,000 or more, deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent's request, deliver to the Administrative Agent a duly executed amendment to this Agreement, in the form of Exhibit I hereto (the “Amendment”), pursuant to which such Guarantor will pledge such additional Collateral. Each Grantor further Such Guarantor hereby authorizes the Administrative Agent to attach each Amendment to this Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper and Instruments (other than Intercompany Instruments; provided that such Intercompany Instruments shall not be delivered to any Person which is not a Grantor, Securities (the Term Loan Agent or the Collateral Agent), in each case, to the extent certificated) evidencing amounts in excess of $5,000,000 individually, or $10,000,000 in the aggregate, and Instruments constituting Collateral (if any then exist), and Securities constituting Collateral (to the extent certificated), provided further that, each Grantor shall be deemed to have complied with this requirement to the extent that the Term Loan Agent has received such Chattel Paper, Instruments (other than Intercompany Instruments) or Securities as a bailee of the Collateral Agent in a manner consistent with a value in excess of $250,000the Intercreditor Agreement, (ii) hold in trust for the Secured Parties Collateral Agent upon receipt and immediately promptly thereafter deliver to the Collateral Agent any Chattel Paper, Securities Paper and Instruments constituting (other than Intercompany Instruments; provided that such Intercompany Instruments shall not be delivered to any Person which is not a Grantor, the Term Loan Agent or the Collateral with a value Agent), in each case, to the extent evidencing amounts in excess of $250,0005,000,000 individually or $10,000,000 in the aggregate, and constituting Collateral (if any then exist), and Securities constituting Collateral (to the extent certificated), provided further that, each Grantor shall be deemed to have complied with this requirement to the extent that the Term Loan Agent has received such Chattel Paper, Instruments (other than Intercompany Instruments) or Securities as a bailee of the Collateral Agent in a manner consistent with the Intercreditor Agreement, (iii) upon the designation by a Grantor of any Pledged Deposits (as set forth in the definition thereof)) as Collateral, deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall reasonably specify, provided further that, each Grantor shall be deemed to have complied with this requirement to the extent that the Term Loan Agent has received such certificates as a bailee of the Collateral Agent in a manner consistent with the Intercreditor Agreement and (iv) upon the request of the Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement, deliver to the Collateral Agent (and thereafter hold in trust for the Secured Parties Collateral Agent upon receipt and immediately promptly deliver to the Collateral Agent) any Document evidencing or constituting Collateral. Each Grantor further agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute Collateral acquired by such Grantor after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) subject to Section 4.01(j)(iii) of the Credit Agreement, deliver to the Collateral Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificatedcertificated and excluding immaterial Securities received from or with respect to customers in settlement of Receivables) and Instruments Instruments, in each case, with a value individually or in the aggregate in excess of $1,000,000 constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately thereafter deliver to the Collateral Administrative Agent any such Chattel Paper, Securities (excluding immaterial Securities received from or with respect to customers in settlement of Receivables) and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof)) with a value individually or in the aggregate in excess of $1,000,000, deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately deliver to the Collateral Administrative Agent) any Document Documents evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments (to the extent in an amount in excess of $2,000,000 in the case of intercompany notes) constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately thereafter deliver to the Collateral Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance continuation of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Administrative Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately thereafter deliver to the Collateral Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral in an amount greater than $1,000,000, and (iv) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “H” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificatesadditional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral; provided that, agreements or instruments representing or evidencing Chattel Paperfor the avoidance of doubt, Securities and Instruments with respect to any delivery of Equity Interests of the Subsidiaries required under this Section 4.4, only the Equity Interests of Subsidiaries that constitute Collateral acquired by such Grantor after the date in accordance with Article II hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) will be delivered to and held by or on behalf the Administrative Agent; provided further that the Equity Interests of the Collateral Agent pursuant hereto. All Securities (First-Tier Foreign Subsidiaries required to be delivered hereunder may be delivered after the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be Closing Date in suitable form for transfer by delivery or shall be accompanied by duly executed instruments accordance with Section 5.09 of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCredit Agreement.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Administrative Agent immediately promptly upon execution of this Security Agreement the originals of all Chattel Paper, Securities (to the extent certificated) and Instruments with an aggregate value in excess of $1,000,000 constituting Collateral (if any then exist) with a value in excess of $250,000), (ii) hold in trust for the Secured Parties Administrative Agent upon receipt and immediately promptly thereafter deliver to the Collateral Administrative Agent any Chattel Paper, Securities and Instruments constituting Collateral with a an aggregate value in excess of $250,0001,000,000 constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Administrative Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Administrative Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAdministrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Administrative Agent (and thereafter hold in trust for the Secured Parties Administrative Agent upon receipt and immediately promptly deliver to the Collateral Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “I” hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Each Such Grantor further hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute additional Collateral acquired owned by it set forth in such Grantor after the date hereof Amendments shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered considered to and held by or on behalf be part of the Collateral Agent pursuant hereto. All Securities (to the extent certificated) and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral AgentCollateral.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Each Grantor will (i) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel PaperPaper (with a value, individually, of $250,000 or more), Equity Interests and other Securities (to the extent certificated) and promissory notes or other Instruments (including, for the avoidance of doubt, the Indebtedness Certificate and the Intercompany Note), in each case constituting Collateral (if any then exist) with a value in excess of $250,000Collateral, (ii) hold in trust for the Secured Parties Collateral Agent upon receipt and immediately thereafter deliver to the Collateral Agent any such Chattel Paper, Securities Equity Interests, Securities, promissory note, and Instruments constituting Collateral with a value in excess of $250,000Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Collateral Agent such Pledged Deposits which are evidenced by certificates included in the Collateral endorsed in blank, marked with such legends and assigned as the Collateral Agent shall specify, and (iv) upon the request of the Collateral Agent or any other Secured PartyAgent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Collateral Agent (and thereafter or hold in trust for the Secured Parties Collateral Agent upon receipt and immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral. Each Grantor further agrees that all certificates, agreements or instruments representing or evidencing Chattel Paper, Securities and Instruments that constitute Collateral acquired by (v) concurrently with each such Grantor after the date hereof shall promptly (but in any event within forty-five (45) days after receipt thereof by such Grantor) be delivered delivery deliver to and held by or on behalf of the Collateral Agent a duly executed amendment to this Agreement, in the form of Exhibit A hereto (the “Amendment”), pursuant hereto. All Securities (to the extent certificated) which such Grantor will pledge such additional Collateral, and all Instruments, including without limitation, any Intercompany Note, shall be in suitable form for transfer by each such delivery or shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer or assignment as are necessary to grant the Collateral Agent control over such Collateral. Such Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Agreement and agrees that all additional Collateral owned by it set forth in blanksuch Amendments shall be considered to be part of the Collateral. Any intercompany Indebtedness shall be subject to the Indebtedness Certificate, all and, in form and substance satisfactory the case of (x) intercompany obligations owing to a Note Party thereunder, pledged to the Collateral Agent, and (y) intercompany obligations owing to a Subsidiary that is not a Note Party, subordinated to the Secured Obligations in accordance therewith.