Common use of Perfection through Possession and Control Clause in Contracts

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, 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, upon Administrative Agent’s request, ensure that any Collateral consisting of Tangible Chattel Paper 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 Pledged Equity. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Securities Accounts or uncertificated Investment Property, 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 Collateral 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 6.12 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 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, upon Administrative Agent’s request, 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 Pledged Equity Collateral shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing Pledged Equity 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) If 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, use commercially reasonable efforts to 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, 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 Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 in excess of $3,000,000 250,000 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 $3,000,000 shall be stored or shipped subject to a Document, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) 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, 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 documents, in each case, only to the extent requested by the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral 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 6.12 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 PropertyCollateral.

Perfection through Possession and Control. (i) If any amount in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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 AgentLender. Such Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative AgentLender, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing 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) If Subject to Section 6.14 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, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with all applicable requirements of Section 6.12 6.14 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 in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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 AgentLender. Such Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative AgentLender, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 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 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 6.12 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 PropertyCollateral.

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, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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 EquityEquity in respect of each Subsidiary which owns Collateral or maintains books and records. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 Collateral to Collateral. To the extent required by Section 6.12 6.16 of the Credit Agreement. If , 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 6.12 6.16 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 in excess To the extent not previously delivered, deliver to the Purchaser Agent, concurrently with the delivery of $3,000,000 payable under or in connection with any 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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, upon Administrative Agent’s request, ensure that any Collateral consisting of Tangible Chattel Paper 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 Pledged Equity and a supplement to Schedule 2A to the Disclosure Letter to describe such Pledged Equity; provided, 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 such 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 Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Purchaser Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic ’s security interest in such Chattel Paper. Each Grantor will, Securities Accounts or uncertificated Investment Propertyat its own cost and expense, use commercially reasonable efforts cooperate with the Purchaser Agent in obtaining a control agreement, in form and substance reasonably satisfactory to execute the Purchaser Agent, and deliver (and, in taking such other actions as may be reasonably requested by the Purchaser Agent from time to time 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 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 to the extent required by Section 6.12 of the Credit Agreement. If any Collateral shall consist of Deposit Accounts UCC (or Securities Accounts, comply with Section 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 PropertyApplicable Law).

Perfection through Possession and Control. (i) If any amount in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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 AgentLender. Such Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative AgentLender, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing 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) If Subject to Section 6.14 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, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with all applicable requirements of Section 6.12 6.14 of the A&R 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 in excess of $3,000,000 250,000 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 with a value in excess of $3,000,000 shall be stored or shipped to a Grantor subject to a Document, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Securities Accounts Letter-of-Credit Rights or uncertificated Investment Property, 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 Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 in excess of $3,000,000 payable 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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 The Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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 Collateral constituting Certificated Securities or Pledged Equity (including all original certificates and instruments constituting Pledged Equityinstruments); provided, that 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 Pledged Equity shall be held in trust by such the Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If On or before the Effective Date, if any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 in excess of $3,000,000 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 $3,000,000 1,500,000 shall be stored or shipped subject to a Document, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 in excess of $3,000,000 250,000 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 $3,000,000 250,000 shall be stored or shipped subject to a Document, 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 reasonably 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $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 Certificated Securities constituting Pledged Equity. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, such Grantor shall comply with Section 6.12 6.13 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 in excess of $3,000,000 100,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 7.4 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 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 in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored collectively, have outstanding or shipped subject to a Documentstated amounts exceeding the Aggregate Threshold Amount, ensure that (B) deliver 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 reasonably 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 reasonably satisfactory to the Administrative Agent. Such , (C) in the case of such Tangible Chattel Paper, such Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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 representing Pledged Equity, together with any updated Schedule I or II, as applicable. Prior to delivery to the Administrative Agent, all such certificates constituting 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 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) 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 Collateral shall consist of Deposit Accounts, Grantor has acquired any Electronic Chattel PaperPaper included in the Collateral, Securities Accounts which individually, has an outstanding or uncertificated Investment Propertystated amount exceeding the Individual Threshold Amount, use commercially reasonable efforts to execute and 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, 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 in favor of (and as reasonably requested by by) the Administrative Agent for the purposes of obtaining and maintaining Control of such Collateral Electronic Chattel Paper in a manner satisfactory to the extent required by Section 6.12 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 arising under one or more letters of credit, which individually, has a face amount that exceeds the Individual Threshold Amount, or collectively, 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 respect to such letter(s) of credit to consent to an assignment of the Credit Agreement. If any Collateral shall consist proceeds of Deposit Accounts or Securities Accounts, comply with Section 6.12 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 Agreement; provided, for the sake of clarity, that the covenants Rights in this Section 4(c)(iii) shall not apply a manner satisfactory to the Excluded Accounts or to any other Excluded PropertyAdministrative Agent.

Perfection through Possession and Control. (i) If any amount in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) 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, 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 Collateral 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 6.12 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 PropertyCollateral.

Perfection through Possession and Control. (i) If any amount payable in excess of $3,000,000 payable 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 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, upon Administrative Agent’s request, ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative AgentLender, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent Lender pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Securities Accounts Letter-of-Credit Rights or uncertificated Investment PropertyProperty with a value, use commercially reasonable efforts to individually or in the aggregate, in excess of $500,000, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 7.14 of the Credit Agreement; provided. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, for the sake of clarity, that the covenants in this Section 4(c)(iii) Lender shall not apply deliver any notice of Control or take any similar action to the Excluded Accounts or block access of any Grantor to any other Excluded Property.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 $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, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 in excess of $3,000,000 250,000 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 $3,000,000 250,000 shall be stored or shipped subject to a Document, 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper with a value in excess of $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, however, 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 Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 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 to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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 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, 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 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of Deposit Accounts, Electronic Chattel Paper, Letter-of-Credit Rights, Securities Accounts or uncertificated Investment Property, 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 or the Lead Arranger for the purposes of obtaining and maintaining Control of such Collateral to the extent required by Section 6.12 of the Credit AgreementCollateral. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.13(f) of the Credit Loan 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 in excess of $3,000,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, 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 [Hain] Security and Pledge Agreement #66940863 to the Administrative Agent duly endorsed in a manner reasonably satisfactory to the Administrative Agent. Such Grantor shall, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) 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, use commercially reasonable efforts to upon the occurrence of a Default or an Event of Default at the request of the Administrative Agent, 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 Collateral 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 6.12 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 PropertyCollateral.

Perfection through Possession and Control. (i) If (A) any amount in excess of $3,000,000 250,000 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 with a value in excess of $3,000,000 shall be stored or shipped subject to a Document, in each 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 reasonably 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, upon Administrative Agent’s request, shall ensure that any Collateral consisting of Tangible Chattel Paper 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. Prior to delivery to the Administrative Agent, all such certificates constituting Pledged Equity shall be held in trust by such Grantor for the benefit of the Administrative Agent pursuant hereto. All such certificates representing 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) If any Collateral shall consist of (A) Deposit Accounts, Electronic Chattel Paper, Securities Accounts or uncertificated Investment PropertyProperty or (B) Electronic Chattel Paper and Letter-of-Credit Rights (in the case of this clause (B), use commercially reasonable efforts to with a value in excess of $250,000), 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 Collateral Collateral, subject to the extent required by any express limitations set forth in Section 6.12 6.14 of the Credit Agreement. If any Collateral shall consist of Deposit Accounts or Securities Accounts, comply with Section 6.12 6.14 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.