Common use of Perfection through Possession and Control Clause in Contracts

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $3,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if reasonably requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall shall, upon Administrative Agent’s request, ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, use commercially reasonable efforts to execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, use commercially reasonable efforts to cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such CollateralCollateral to the extent required by Section 6.12 of the Credit Agreement. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.12 of the Credit Agreement; provided, for the sake of clarity, that the covenants in this Section 4(c)(iii) shall not apply to the Excluded Accounts or to any other Excluded Property.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Secured Party to perfect its security interest in such Collateral, is delivered to the Administrative Agent Secured Party duly endorsed in a manner satisfactory to the Administrative AgentSecured Party. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Secured Party indicating the Administrative AgentSecured Party’s security interest in such Tangible Chattel Paper. To the extent the value of all certificated securities, Instruments, Documents, Supporting Obligation and Tangible Chattel Paper not in the possession of the Secured Party exceeds $50,000, the Grantors shall deliver such certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper to the Secured Party so that the value in the aggregate of all certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper not in the possession of the Secured Party does not exceed $50,000. (ii) Deliver to the Administrative Agent Secured Party promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentSecured Party, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Secured Party pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentSecured Party. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Secured Party all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Secured Party for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $50,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner satisfactory to the Administrative AgentLender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Lender indicating the Administrative AgentLender’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities (other than in respect of any Equity Interests of Subsidiaries not constituting Pledged Equity) or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLender. (iii) Subject to Section 6.14 to of the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with all applicable requirements of Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit AccountsAccounts (other than any Excluded Accounts or any Deposit Account maintained with Cadence Bank), Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably documents, in each case, only to the extent requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting ObligationObligation in an amount, individually or in the aggregate, greater than $100,000, or if any property constituting Collateral in an amount, individually or in the aggregate, greater than $100,000 shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Collateral Agent to perfect its security interest in such Collateral, is delivered to the Administrative Collateral Agent duly endorsed in a manner satisfactory to the Administrative Collateral Agent. Such Grantor shall ensure that any Collateral in an amount, individually or in the aggregate, greater than $100,000 consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Collateral Agent indicating the Administrative Collateral Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent Collateral Agent, promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Collateral Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Collateral Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Collateral Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Collateral Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Collateral Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 7.15 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner satisfactory to the Administrative AgentLender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Lender indicating the Administrative AgentLender’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLender. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.13 of the Credit Agreement.

Perfection through Possession and Control. (i) If Concurrently with the delivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and is continuing), (A) notify the Administrative Agent, in writing, if any amount payable under or in connection with Grantor has acquired any of the Collateral shall be or become evidenced by any Instrument Instruments or Tangible Chattel Paper included in the Collateral, which individually, has an outstanding or Supporting Obligationstated amount exceeding the Individual Threshold Amount, or if any property constituting Collateral shall be stored collectively, have outstanding or shipped subject to a Documentstated amounts exceeding the Aggregate Threshold Amount, and the value of any (B) deliver such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Instruments and/or Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered Paper to the Administrative Agent Agent, duly endorsed in a manner satisfactory to the Administrative Agent. Such , (C) in the case of such Tangible Chattel Paper, such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, it is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper, and (D) amend Schedule V to reflect any additions thereto. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or representing Pledged Equity, in each case constituting Collateraltogether with any updated Schedule I or II, as applicable. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral and instruments representing Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to Concurrently with the Credit Agreementdelivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and is continuing), (A) notify the Administrative Agent, in writing, if any Collateral shall consist of Deposit Accounts, Grantor has acquired any Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 Paper included in the aggregateCollateral, execute and which individually, has an outstanding or stated amount exceeding the Individual Threshold Amount, or collectively, has outstanding or stated amounts exceeding the Aggregate Threshold Amount, (B) deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents in favor of (and as reasonably requested by by) the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If Electronic Chattel Paper in a manner satisfactory to the Administrative Agent, and (C) amend Schedule V to reflect any additions thereto. (iv) (A) Concurrently with the delivery of each Compliance Certificate (or promptly, if an Event of Default has occurred and is continuing), (1) notify the Administrative Agent, in writing, if any Grantor has acquired any Letter-of-Credit Rights included in the Collateral shall consist arising under one or more letters of Deposit Accounts credit, which individually, has a face amount that exceeds the Individual Threshold Amount, or Securities Accountscollectively, comply have face amounts exceeding the Aggregate Threshold Amount, and (2) amend Schedule V to reflect any additions thereto, and (B) promptly use best commercial efforts to cause the issuer(s) of or nominated person(s) with Section 6.14 respect to such letter(s) of credit to consent to an assignment of the proceeds of such letter(s) of credit to the Administrative Agent for the purposes of the Administrative Agent obtaining and maintaining Control of such Letter-of-Credit AgreementRights in a manner satisfactory to the Administrative Agent.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any principal amount payable in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such InstrumentInstruments, Tangible Chattel Paper, Supporting Obligation Obligations or Document Documents is either in the possession of such Grantor at all times or, if requested in writing by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall use commercially reasonable efforts to ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to 6.13 of the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreementsQualifying Control Agreements, assignments, instruments or other similar documents as reasonably requested in writing by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.13 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $1,500,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral with a value in excess of $1,500,000 shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, 1,500,000 is marked with a legend reasonably acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, in each case, with a value in excess of $1,500,000 individually or in the aggregate, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable in excess of $1,000,000 under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Paper or Supporting Obligation or Document is either in the possession of such the Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such The Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend reasonably acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a the Grantor, all certificates and instruments Collateral constituting Certificated Securities or Pledged EquityEquity (including all original certificates and instruments); provided, in each case constituting Collateralthat unless an Event of Default has occurred and is continuing and the Administrative Agent has requested such delivery, Grantor shall not be required to deliver to the Administrative Agent the certificate or certificates evidencing the Equity Interests of Fabrinet Pte., Ltd., a company formed under the laws of Singapore. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such the Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form customary under applicable Law or reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to On or before the Credit AgreementEffective Date, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuerissuer, as applicable, applicable with respect to such Investment Property Property, to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Paper or Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Collateral Agent or the Required Lenders to perfect its the security interest provided hereunder in such Collateral, is delivered to the Administrative Collateral Agent duly endorsed in a manner satisfactory to the Administrative Collateral Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Collateral Agent indicating the Administrative Collateral Agent’s security interest in such Tangible Chattel Paper. To the extent the value of all Instruments, Supporting Obligation and Tangible Chattel Paper not in the possession of the Collateral Agent exceeds $250,000, at the request of the Collateral Agent or the Required Lenders, the Grantors shall deliver such Instruments, Supporting Obligations and Tangible Chattel Paper to the Collateral Agent so that the value of all Instruments, Supporting Obligations and Tangible Chattel Paper not in the possession of the Collateral Agent does not exceed $250,000. (ii) Deliver to the Administrative Collateral Agent promptly upon the receipt thereof by or on behalf of a Grantor, (x) all promissory notes and other instruments constituting Pledged Debt with a value that exceeds, individually, or in the aggregate, $250,000 and (y) all certificates and other instruments constituting Certificated Securities or Pledged EquityEquity hereunder; provided that with respect to the certificates evidencing the Pledged Equity of any Foreign Subsidiary, such certificates shall be delivered to the Collateral Agent in each case constituting Collateralaccordance with Section 6.17 of the Credit Agreement. Prior to delivery to the Administrative Collateral Agent, all such promissory notes, certificates and other instruments constituting Pledged Collateral shall be held in trust by such Grantor for the benefit of the Administrative Collateral Agent and the Secured Parties pursuant hereto. All such promissory notes, certificates and other instruments representing such Pledged Collateral shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto A-1 or other form reasonably acceptable to the Administrative AgentA-2, as applicable, hereto. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, Issuer with respect to such Investment Property to execute and deliver) to the Administrative Collateral Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Collateral Agent or the Required Lenders for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.13(d) of the Credit AgreementAgreement with respect to such Collateral.

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral with a value in excess of $250,000 shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, 250,000 is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity; provided, in each case constituting Collateralhowever, that notwithstanding anything to the contrary set forth herein, no Grantor shall be required to deliver the stock certificates representing the Pledged Equity of India Subsidiary. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, in each case, with a value in excess of $250,000 individually or in the aggregate, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable under or in connection To the extent not previously delivered, deliver to the Purchaser Agent, concurrently with any the delivery of each Quarterly Report pursuant to Section 5.02(a)(iii) of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a GrantorPurchase Agreement, all certificates and instruments constituting Certificated Securities or Pledged Equity and a supplement to Schedule 2A to the Disclosure Letter to describe such Pledged Equity; provided, in each case that if the issuer of any Pledged Equity becomes a Subsidiary Guarantor pursuant to Section 5.06(c) of the Purchase Agreement, then on or before the date such issuer of such Pledged Equity becomes a Subsidiary Guarantor, the Grantor of such Pledged Equity shall deliver to the Purchaser Agent all certificates and instruments constituting Collateralsuch Pledged Equity and a supplement to Schedule 2A to the Disclosure Letter to describe such Pledged Equity. Prior to delivery to the Administrative Purchaser Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Purchaser Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form acceptable to the Purchaser Agent. (ii) (1) To the extent not previously delivered, deliver to the Purchaser Agent, concurrently with the delivery of each Quarterly Report pursuant to Section 5.02(a)(iii) of the Purchase Agreement, all Instruments, Supporting Obligations, Investment Property, Documents and Chattel Paper (and with respect to Electronic Chattel Paper, take all steps reasonably necessary to grant the Purchaser Agent control of all such Electronic Chattel Paper in accordance with the UCC and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction), in each case, with an individual face amount or value (whichever is higher) in excess of $2,000,000 and to the extent constituting Collateral, which shall be in form suitable for transfer by delivery, together with appropriate endorsements or other necessary instruments of registration, transfer or assignment, duly executed and in form and substance reasonably satisfactory to the Purchaser Agent, and in each case together with such other instruments or documents as the Purchaser Agent may reasonably request and (2) supplement Schedule 2B to the Disclosure Letter to describe any such Instrument, Chattel Paper, Investment Property, Supporting Obligations, Documents and Chattel Paper. Such Grantor shall ensure that any Collateral consisting of Chattel Paper is, if requested by the Purchaser Agent, marked with a legend reasonably acceptable to the Administrative Purchaser Agent indicating the Purchaser Agent. (iii) Subject to Section 6.14 ’s security interest in such Chattel Paper. Each Grantor will, at its own cost and expense, cooperate with the Purchaser Agent in obtaining a control agreement, in form and substance reasonably satisfactory to the Credit AgreementPurchaser Agent, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, and in each case with a value in excess of $1,000,000 individually or $3,000,000 in taking such other actions as may be reasonably requested by the aggregate, execute and deliver (and, Purchaser Agent from time to time with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments constituting Collateral or other documents as reasonably requested Collateral in which a security interest may be perfected only by control under the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts UCC (or Securities Accounts, comply with Section 6.14 of the Credit Agreementother Applicable Law).

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent or the Lead Arranger to perfect its the Administrative Agent’s security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative AgentLead Arranger. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend reasonably acceptable to the Administrative Agent Lead Arranger indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLead Arranger. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent or the Lead Arranger for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.13(f) of the Credit Loan Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $100,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.. CHI:2851193.2 (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 7.4 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $50,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner satisfactory to the Administrative AgentLender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Lender indicating the Administrative AgentLender’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities (other than in respect of any Equity Interests of Subsidiaries not constituting Pledged Equity) or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLender. (iii) Subject to Section 6.14 to of the A&R Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with all applicable requirements of Section 6.14 of the A&R Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Secured Party to perfect its security interest in such Collateral, is delivered to the Administrative Agent Secured Party duly endorsed in a manner satisfactory to the Administrative AgentSecured Party. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Secured Party indicating the Administrative AgentSecured Party’s security interest in such Tangible Chattel Paper. To the extent the value of all certificated securities, Instruments, Documents, Supporting Obligation and Tangible Chattel Paper not in the possession of the Secured Party exceeds $100,000, the Grantors shall deliver such certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper to the Secured Party so that the value in the aggregate of all certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper not in the possession of the Secured Party does not exceed $100,000. (ii) Deliver to the Administrative Agent Secured Party promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentSecured Party, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Secured Party pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentSecured Party. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Secured Party all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Secured Party for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Paper or Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner satisfactory to the Administrative AgentLender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Lender indicating the Administrative AgentLender’s security interest in such Tangible Chattel Paper. To the extent the value of all Instruments, Supporting Obligation and Tangible Chattel Paper not in the possession of the Lender exceeds $250,000, at the request of the Lender, the Grantors shall deliver such Instruments, Supporting Obligations and Tangible Chattel Paper to the Lender so that the value of all Instruments, Supporting Obligations and Tangible Chattel Paper not in the possession of the Lender does not exceed $250,000. (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged EquityEquity required to be pledged hereunder; provided that with respect to the certificates evidencing the Pledged Equity of DigiCore Holdings Limited, such certificates shall be delivered to the Lender in each case constituting Collateralaccordance with Section 6.13 of the Credit Agreement. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral such Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLender. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, Issuer with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 6.13 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if reasonably requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such If requested by the Administrative Agent and upon the occurrence of an Event of Default and during the continuation thereof, such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered [Hain] Security and Pledge Agreement #66940863 to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. To the extent the value of all certificated securities, Instruments, Documents, Supporting Obligation and Tangible Chattel Paper not in the possession of the Administrative Agent exceeds $1,000,000, the Grantors shall deliver such certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper to the Administrative Agent so that the value of all certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper not in the possession of the Administrative Agent does not exceed $1,000,000. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a such Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts (other than any Excluded Accounts), Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with upon the occurrence of a value in excess Default or an Event of $1,000,000 individually or $3,000,000 in Default at the aggregaterequest of the Administrative Agent, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If (A) any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or (B) if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregateeach case, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document Document, is either in the possession of such Grantor at all times or, if requested by the Administrative Agent in writing to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend reasonably acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. To the extent the value of all Instruments, Documents, Supporting Obligation and Tangible Chattel Paper not in the possession of the Administrative Agent exceeds $250,000, the Grantors shall deliver such Instruments, Documents, Supporting Obligations and Tangible Chattel Paper to the Administrative Agent so that the value of all Instruments, Documents, Supporting Obligations and Tangible Chattel Paper not in the possession of the Administrative Agent does not exceed $250,000. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, including, without limitation, in connection with any Permitted Acquisition, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of (A) Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment PropertyProperty or (B) Electronic Chattel Paper and Letter-of-Credit Rights (in the case of this clause (B), in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate250,000), execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral, subject to any express limitations set forth in Section 6.14 of the Credit Agreement. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $5,000,000 payable to any Grantor under or in connection with any of the Collateral shall be or become evidenced by any certificated securities or Instrument, each Grantor shall deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of such Grantor, such certificated securities or Instrument, accompanied by undated note power duly executed in blank or other undated instruments of transfer duly executed in blank and reasonably satisfactory to the Administrative Agent and by such other instruments and documents as the Administrative Agent may reasonably request. Prior to delivery to the Administrative Agent, all such certificated securities or Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 held in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of trust by such Grantor at all times or, if requested by for the benefit of the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paperpursuant hereto. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a such Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case Rights with respect to a value Letter of Credit in excess of $1,000,000 individually or $3,000,000 in the aggregate5,000,000, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting ObligationPaper, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value Document of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregateTitle, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation Paper or Document of Title is either in the possession of such Grantor at all times or, if reasonably requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such If requested by the Administrative Agent and upon the occurrence of an Event of Default and during the continuation thereof, such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s 's security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable in excess of $500,000 under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper.Lender; (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities with a value, individually or in the aggregate, in excess of $250,000 or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent.Lender; (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts Rights or uncertificated Investment Property, in each case Property with a value value, individually or in the aggregate, in excess of $1,000,000 individually or $3,000,000 in the aggregate500,000, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 7.14 of the Credit Agreement.. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, the Lender shall not deliver any notice of Control or take any similar action to block access of any Grantor to any Deposit Account or Securities Account until such time as an Event of Default shall have occurred and be continuing;

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral in excess of $250,000 shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such a Grantor or its representatives or agents at all times or, if requested by the Administrative Agent and is necessary to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, 250,000 is marked with a legend reasonably acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or constituting Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, such Grantor shall comply with Section 6.14 6.13 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $25,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent Lender to perfect its security interest in such Collateral, is delivered to the Administrative Agent Lender duly endorsed in a manner satisfactory to the Administrative AgentLender. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent Lender indicating the Administrative AgentLender’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent Lender promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative AgentLender, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative AgentLender. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent Lender all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent Lender for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $5,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, or Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments Instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts (other than Excluded Accounts), Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount in excess of $250,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting ObligationObligation for the benefit of a Grantor, or if any property constituting Collateral shall be stored or shipped to a Grantor subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. To the extent the value of all such Instruments, Documents, Supporting Obligation and Tangible Chattel Paper not in the possession of the Administrative Agent exceeds $250,000 in aggregate, the Grantors shall deliver such Instruments, Documents, Supporting Obligations and Tangible Chattel Paper to the Administrative Agent so that the value of all certificated securities, Instruments, Documents, Supporting Obligations and Tangible Chattel Paper not in the possession of the Administrative Agent does not exceed $250,000. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, in each case constituting Collateral. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts Rights or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.14 of the Credit Agreement.

Perfection through Possession and Control. (i) If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument or Tangible Chattel Paper or Supporting Obligation, or if any property constituting Collateral shall be stored or shipped subject to a Document, and the value of any such asset exceeds $1,000,000 individually or $3,000,000 in the aggregate, ensure that such Instrument, Tangible Chattel Paper, Supporting Obligation or Document is either in the possession of such Grantor at all times or, if requested by the Administrative Agent to perfect its security interest in such Collateral, is delivered to the Administrative Agent duly endorsed in a manner satisfactory to the Administrative Agent. Such Grantor shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, is marked with a legend acceptable to the Administrative Agent indicating the Administrative Agent’s security interest in such Tangible Chattel Paper. (ii) Deliver to the Administrative Agent promptly upon the receipt thereof by or on behalf of a Grantor, all certificates and instruments constituting Certificated Securities or Pledged Equity, Equity in respect of each case constituting CollateralSubsidiary which owns Collateral or maintains books and records. Prior to delivery to the Administrative Agent, all such certificates constituting Collateral Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Collateral Pledged Equity shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A hereto or other form reasonably acceptable to the Administrative Agent. (iii) Subject to Section 6.14 to the Credit Agreement, if If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, in each case with a value in excess of $1,000,000 individually or $3,000,000 in the aggregate, execute and deliver (and, with respect to any Collateral consisting of a Securities Account or uncertificated Investment Property, cause the Securities Intermediary or the Issuer, as applicable, with respect to such Investment Property to execute and deliver) to the Administrative Agent all control agreements, assignments, instruments or other documents as reasonably requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral. If To the extent required by Section 6.16 of the Credit Agreement, if any Collateral shall consist of Deposit Accounts or Securities Accounts, comply such accounts shall be maintained with the Administrative Agent in accordance with Section 6.14 6.16 of the Credit Agreement.