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

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel 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 respect of Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, deliver to the Administrative Agent any Chattel 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 respect of Equity 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 Administrative Agent, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, 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 Administrative Agent shall specify, (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the 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 “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. Notwithstanding anything to the contrary herein, it is understood and agreed that 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 Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall be delivered within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent) of the Security Agreement Effective Date.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel 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 respect of Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, deliver to the Administrative Agent any Chattel 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 respect of Equity 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 Administrative Agent, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, 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 Administrative Agent shall specify, (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the 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 “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. Notwithstanding anything to the contrary herein, it is understood and agreed that 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 Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall be delivered within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent) of the Security Agreement Effective Date.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel 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 respect of Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, deliver to the Administrative Agent any Chattel 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 respect of Equity 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 Administrative Agent, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, 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 Administrative Agent shall specify, (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the 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 “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. Notwithstanding anything to the contrary herein, it is understood and agreed that the stock certificates and related stock powers thereto in respect of any Domestic Pledge Subsidiary of Microsemi and its Subsidiaries listed on Schedule “D” to the Collateral Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall be delivered within sixty thirty (6030) days (or such later date as may be agreed upon by the Administrative Agent) of the Security Agreement Effective Date.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel Paper with and Instruments (other than Intercompany Instruments; provided that such Intercompany Instruments shall not be delivered to any Person which is not a face value exceeding $10,000,000, 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 Grantor or the extent certificatedAdministrative Agent), in each case case, to the extent evidencing amounts in excess of $5,000,000 individually, or $10,000,000 in the aggregate, and constituting Collateral (if any then exist) and Securities constituting Collateral (to the extent certificated), (ii) hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, and promptly thereafter deliver to the Administrative Agent any Chattel Paper with and Instruments (other than Intercompany Instruments; provided that such Intercompany Instruments shall not be delivered to any Person which is not a face value exceeding Grantor or the Administrative Agent), in each case, to the extent evidencing amounts in excess of $10,000,000, Instruments with a face value exceeding 5,000,000 individually or $10,000,000 in the aggregate, and stock certificates constituting Collateral (if any then exist) and related stock powers in respect of Equity Interests in Pledge Subsidiaries Securities (to the extent certificated), in each case constituting Collateral, (iii) upon the designation by a Grantor of any Pledged Deposits (as set forth in the definition thereof)) as Collateral, deliver to the Administrative Agent, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, 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 Administrative Agent shall reasonably specify, (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of an Event of Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately promptly deliver to the Administrative Agent) any Document evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to the Administrative Agent Agent, promptly after the delivery of a Compliance Certificate, a duly executed amendment to this Security Agreement, in the form of Exhibit “AI” hereto (the “Amendment”), pursuant to which such Grantor will pledge specify such additional CollateralCollateral pledged hereunder. 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 herein, it is understood and agreed that 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 Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall be delivered within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent) of the Security Agreement Effective Date.ACTIVE 214413513v.9

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Each Grantor will (i) deliver to the Administrative Agent immediately upon execution of this Security Agreement (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel Paper with a face value exceeding $10,000,000Paper, Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in respect of Equity Interests in Pledge Subsidiaries Securities (to the extent certificated), in each case ) and Instruments constituting Collateral (if any then exist), (ii) hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, and immediately thereafter deliver to the Administrative Agent any Chattel Paper with a face value exceeding $10,000,000Paper, Instruments with a face value exceeding $10,000,000 and stock certificates and related stock powers in respect of Equity Interests in Pledge Subsidiaries Securities (to the extent certificated), in each case ) and Instruments constituting Collateral, (iii) upon the designation of any Pledged Deposits (as set forth in the definition thereof), deliver to the Administrative Agent, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, 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 Administrative Agent shall specify, (iv) upon the Administrative Agent’s request, after the occurrence and during the continuance of an Event of a Default, deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any Document evidencing or constituting CollateralCollateral in an amount greater than $1,000,000, and (viv) upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit “AI” 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 ; provided that, for the avoidance of doubt, with respect to any delivery of Equity Interests in the Subsidiaries required under this Section 4.4, only the Equity Interests in Subsidiaries that constitute Collateral in accordance with Article II of this Security Agreement will be delivered to the contrary herein, it is understood and agreed Administrative Agent; provided further that the stock certificates and related stock powers thereto Equity Interests in respect of any Pledge Subsidiary of Microsemi and its the First Tier Foreign Subsidiaries listed on Schedule “D” to the Collateral Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall hereunder may be delivered within sixty (60) days (or such later date as may be agreed upon by after the Administrative Agent) Closing Date in accordance with Section 5.09 of the Security Agreement Effective DateCredit Agreement.

Instruments, Securities, Chattel Paper, Documents and Pledged Deposits. Subject to the Intercreditor Agreement, each Each Grantor will deliver (i) deliver to the Administrative Agent Agent, immediately upon execution of this Security Agreement and any Supplement hereto in the form of Annex I (or such later date as may be agreed by the Administrative Agent) the originals of all Chattel 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 respect of Equity Interests in Pledge Subsidiaries (to the extent certificated), in each case constituting Collateral (if any then exist), (ii) thereafter hold in trust for the Administrative Agent upon receipt and, concurrently with the delivery of each compliance certificate provided to the Administrative Agent pursuant to Section 5.01(c) of the Credit Agreement, deliver to the Administrative Agent any Chattel 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 respect of Equity 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), immediately deliver to the Administrative Agent), concurrently with the delivery original certificates representing all Securities constituting Collateral, accompanied by duly executed undated blank powers or other equivalent instruments of each compliance certificate provided transfer reasonably acceptable to the Administrative Agent pursuant to Section 5.01(c) Agent, the originals of the Credit Agreementall Chattel Paper and Instruments constituting Collateral, such and 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 Administrative Agent shall specify, and (ivii) upon the Administrative Agent’s written request, after the occurrence and during the continuance of an Event of Default, each Grantor will promptly deliver to the Administrative Agent (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent) any other Document evidencing or constituting Collateral, and (v) upon the Administrative Agent’s request, deliver to . The rights of the Administrative Agent under any allonge delivered in connection with any Instrument constituting Collateral shall be exercised only upon the occurrence and during the continuance of an Event of Default. Each Grantor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a duly executed amendment securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property not represented by certificates which are Collateral owned by such Grantor to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of Investment Property not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Administrative Agent granted pursuant to this Security Agreement. Each Grantor will use all commercially reasonable efforts, in the form of Exhibit “A” hereto (the “Amendment”), pursuant with respect to which Investment Property constituting Collateral owned by such Grantor will pledge held with a financial intermediary, to cause such additional Collateral. Such Grantor hereby authorizes financial intermediary to enter into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory 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 herein, it is understood and agreed that 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 Disclosure Letter as of the Security Agreement Effective Date are only required to be delivered on the Security Agreement Effective Date to the extent received from Microsemi and so long as the Borrower has used commercially reasonable efforts to obtain them on the Security Agreement Effective Date, in which case such stock certificates and related stock powers in respect of any such Pledge Subsidiary shall be delivered within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent) of the Security Agreement Effective Date.