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

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of any Chattel Paper, Securities and Instruments constituting Collateral, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfection) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Each Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Note Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement (but in any event, no later than five days after the Closing Date), the originals of all Securities constituting Collateral owned by it (other than the Specified Equity Interests), including certificated securities representing Equity Interests in any Chattel PaperGrantor other than the Issuer and a certificated security representing 33% of the Equity Interests in WRM held by Xxxxxxxxxxxx Coal Company, such Securities and Instruments constituting Collateralbeing delivered as described on Exhibit G attached hereto, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Note Collateral Agent upon receipt and immediately promptly thereafter deliver to the Administrative Note Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments hereafter constituting Collateral, (c) with respect to all Collateral, upon within three Business Days of the Administrative Note Collateral Agent’s written request, deliver to the Administrative Note Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Note Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionNote Collateral Agent) any Document document evidencing or constituting Pledged Collateral or chattel paper with a value in excess of $500,000 and (d) with respect to all such Collateral, upon the Administrative Note Collateral Agent’s written request, deliver to the Administrative Note Collateral Agent a duly executed amendment to this Security Agreement, in substantially the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Note Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries)Intercreditor Agreement, such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon Agent, within 30 days of the execution of this Security Agreement (or such later date as the originals of Administrative Agent may agree to in its sole discretion) any Chattel Paper, Certificated Securities and Instruments constituting CollateralCollateral owned by it whose value exceeds $5,000,000, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately (i) promptly thereafter deliver to the Administrative Agent, all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) contemporaneously with the delivery of quarterly and annual financial statements in accordance with the Credit Agreement, deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Certificated Securities and Instruments constituting CollateralCollateral whose value exceeds $5,000,000; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Administrative Agent, such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c) cause any Indebtedness of a Restricted Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, with respect such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request; provided that the Company will deliver to all Collateralthe Administrative Agent a duly executed global note for loans among the Company and the Restricted Subsidiaries together with proper instruments of assignment duly executed and such other instruments or documents as the Administrative Agent may reasonably request within 30 days of the Effective Date, or such longer period as the Administrative Agent may agree, in its sole discretion, and (d) upon the Administrative Agent’s 's reasonable request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral and (d) Collateral; provided that prior to an Event of Default, no Grantor shall have any obligation to deliver any such Documents with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreementvalue, in the form of Exhibit G hereto (the “Amendment”)any individual case, pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateralless than $3,000,000.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Each Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately promptly upon execution of this Security Agreement the originals of any all Chattel PaperPaper having an individual fair market value in excess of $250,000, Securities and Instruments constituting CollateralCollateral (if any then exist), (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly thereafter deliver to the Administrative Collateral Agent or its bailee for perfection the originals any Chattel Paper having an individual fair market value in excess of any such Chattel Paper$250,000, Securities and Instruments constituting CollateralCollateral from time to time acquired by any Grantor, (c) with respect to all Collateral, upon the Administrative either Agent’s 's reasonable request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any negotiable Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative either Agent’s 's reasonable request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “"Amendment”"), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. The Grantors hereby authorizes authorize the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees agree that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paperthe Intercreditor Agreement, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such suchSuch Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately Collateral Agent, promptly upon execution of this Security Agreement the originals of Agreement, any Chattel Paper, Certificated Securities and Instruments constituting Collateral owned by it, (b) hold in trust for the Collateral Agent upon receipt and, subject to Section 4.13 hereof (i) promptly thereafter deliver to the Collateral Agent all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) on a quarterly basis, deliver to the Collateral Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral, (b) ; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Collateral Agent, such newly issued Certificated Securities shall be delivered within thirty (30) days of such issuance, (c)(i) cause any Indebtedness of a Subsidiary owed to any Grantor and (ii) use its commercially reasonable best efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Collateral acquired or otherwise obtained after the Effective DateAgent, hold in trust for the Administrative benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent upon receipt and immediately thereafter may reasonably request; provided that the Company will deliver to the Administrative Collateral Agent a duly executed global note for loans among the Company and the Subsidiaries together with proper instruments of assignment duly executed and such other instruments or its bailee for perfection documents as the originals Collateral Agent may reasonably request within thirty (30) days of any such Chattel Paperthe Closing Date, Securities and Instruments constituting Collateral, (cd) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) deliver to the Administrative Agent certificates representing any Equity Interests constituting Collateral together with respect an undated stock power for each such certificate executed in blank by a duly authorized officer of such Grantor, (b) deliver to the Administrative Agent immediately upon execution of this Security Agreement, the originals of all Chattel Paper (other than any customer contracts), Securities and other Instruments, in each case with a value in excess of $100,000, constituting Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of Date (if any Chattel Paper, Securities and Instruments constituting Collateralthen exist), (bc) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately and, promptly within five days thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel PaperPaper (other than any customer contracts), Securities and Instruments Instruments, in each case with a value in excess of $100,000, constituting Collateral, (d) not permit the aggregate value of all Chattel Paper (other than any customer contracts), Securities and other Instruments constituting Collateral and owned by the Grantors for which the originals have not been delivered to the Administrative Agent pursuant to the foregoing clauses (b) and (c) with respect to all Collateralexceed $500,000, upon (e) promptly within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral Collateral, (f) mark conspicuously all original Chattel Paper, Instruments and Documents (other than any delivered to the Administrative Agent) with an appropriate reference to the security interest of the Administrative Agent and (dg) with respect to all such Collateral, upon promptly within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding the foregoing, upon the Administrative Agent’s written request, such Grantor will deliver to the Administrative Agent the originals of any customer contract constituting Chattel Paper with a value in excess of $100,000 and take any of the foregoing actions as may be requested by the Administrative Agent.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries)Intercreditor Agreement, such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately Collateral Agent, promptly upon execution of this Security Agreement the originals of Agreement, any Chattel Paper, Certificated Securities and Instruments constituting Collateral owned by it, (b) hold in trust for the Collateral Agent upon receipt and (i) promptly thereafter deliver to the Collateral Agent all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) on a quarterly basis, deliver to the Collateral Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral, (b) ; provided that with respect to a new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Collateral Agent, such newly issued Certificated Securities shall be delivered within thirty (30) days of such issuance, (c)(i) cause any Indebtedness of a Subsidiary owed to any Grantor and (ii) use its commercially reasonable best efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Collateral acquired or otherwise obtained after the Effective DateAgent, hold in trust for the Administrative benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent upon receipt and immediately thereafter may reasonably request; provided that the Company will deliver to the Administrative Collateral Agent a duly executed global note for loans among the Company and the Subsidiaries together with proper instruments of assignment duly executed and such other instruments or its bailee for perfection documents as the originals Collateral Agent may reasonably request within thirty (30) days of any such Chattel Paperthe Closing Date, Securities and Instruments constituting Collateral, (cd) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Each Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Noteholder Collateral Agent or its bailee for perfection (i) immediately upon execution of this Security Agreement the originals of all Securities constituting Collateral owned by it (other than the Specified Equity Interests), including Certificated Securities representing Equity Interests in any Chattel PaperSubsidiary of the Issuer (other than the Specified Equity Interests) and (ii) within fifteen days after the date hereof the Specified Equity Interests, Securities and Instruments constituting Collateralor any replacements thereof, together with a legal opinion from outside counsel to the Issuer, in substantially the same form as delivered on the date hereof regarding the perfection of the Noteholder Collateral Agent's security interest with respect to the Specified Equity Interests, or any replacements thereof, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Noteholder Collateral Agent upon receipt and immediately promptly thereafter deliver to the Administrative Noteholder Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect subject to all Collateralthe terms, upon conditions and provisions of the Administrative Intercreditor Agreement, within three Business Days of the Noteholder Collateral Agent’s request, deliver to the Administrative Noteholder Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Noteholder Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionNoteholder Collateral Agent) any Document document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Noteholder Collateral Agent’s request, deliver to the Administrative Noteholder Collateral Agent a duly executed amendment to this Security Agreement, in substantially the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Noteholder Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries)Intercreditor Agreement, such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection Collateral Agent, immediately upon execution of this Security Agreement the originals of Agreement, any Chattel Paper, Certificated Securities (other than Certificated Securities that represent Equity Interests in Subsidiaries) and Instruments constituting CollateralCollateral owned by it whose value exceeds $5,000,000, and within 30 days of the execution of this Security Agreement, the originals of all Certificated Securities that represent Equity Interests in Subsidiaries, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately (i) promptly thereafter deliver to the Administrative Collateral Agent or its bailee for perfection all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) on a quarterly basis, deliver to the originals of Collateral Agent any such Chattel Paper, Certificated Securities and Instruments constituting Collateral, (c) Collateral whose value exceeds $5,000,000; provided that with respect to all Collaterala new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Collateral Agent such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c)(i) cause any Indebtedness of a Subsidiary owed to any Grantor in excess of $5,000,000 and (ii) use its commercially reasonable best efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request; provided that the Company will deliver to the Collateral Agent a duly executed global note for loans among the Company and the Subsidiaries together with proper instruments of assignment duly executed and such other instruments or documents as the Collateral Agent may reasonably request within 30 days of the date hereof, or such longer period as the Collateral Agent may agree, in its sole discretion, and (d) upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, value in the form excess of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral$3,000,000.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of any all Chattel Paper, Securities and Instruments constituting CollateralCollateral owned by it (if any then exist) in excess of $1,000,000, to the extent not already in the physical possession of the Administrative Agent; provided that, the foregoing shall not require delivery of any Instrument received by such Grantor pursuant to an acquisition of a dealer so long as such Grantor does not deliver such Instrument to any other holder of any Grantor’s Indebtedness, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paperthe Intercreditor Agreement, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection Collateral Agent, immediately upon execution of this Security Agreement the originals of Agreement, any Chattel Paper, Securities certificated securities (other than certificated securities that represent equity interests in Subsidiaries) and Instruments constituting CollateralCollateral owned by it whose value exceeds $5,000,000, and within 30 days of the execution of this Security Agreement, the originals of all certificated securities that represent equity interests in Subsidiaries, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately (i) promptly thereafter deliver to the Administrative Collateral Agent or its bailee for perfection all certificated securities that represent equity interests in Subsidiaries and (ii) on a quarterly basis, deliver to the originals of Collateral Agent any such Chattel Paper, Securities certificated securities and Instruments constituting CollateralCollateral whose value exceeds $5,000,000; provided that with respect to a new issuance of certificated securities that represent equity interests of an issuer whose equity interests have previously been pledged to the Collateral Agent such newly issued certificated securities shall be delivered within 30 days of such issuance, (c) (i) cause any indebtedness of a Subsidiary owed to the Grantor in excess of $5,000,000 and (ii) use its commercially reasonable best efforts to cause any indebtedness of a non-Subsidiary owed to the Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, with respect to all Collateralsuch notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor, upon the Administrative Agent’s request, and (d) deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, value in the form excess of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral$5,000,000.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately promptly upon execution of this Security Agreement the originals of any all Chattel Paper, Securities and Instruments (including certificates evidencing Pledged Debt in an aggregate principal amount exceeding $250,000 and Pledged Equity Interests) constituting CollateralCollateral owned by it (if any then exist), in each case duly endorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by undated instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Administrative Agent or in blank, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately as soon as reasonably practicable thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments (including certificates evidencing Pledged Debt in an aggregate principal amount exceeding $250,000 and Pledged Equity Interests) constituting CollateralCollateral in each case duly endorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by undated instruments of transfer duly endorsed by such an effective endorsement, in each case, to the Administrative Agent or in blank, (c) with respect to all Collateral, upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately promptly deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments Amendment shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries)Intercreditor Agreement, such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection Agent, immediately upon execution of this Security Agreement the originals of any Chattel Paper, Certificated Securities (other than Certificated Securities that represent Equity Interests in Subsidiaries) and Instruments constituting CollateralCollateral owned by it whose value exceeds $5,000,000, and within 30 days of the execution of this Security Agreement, the originals of all Certificated Securities that represent Equity Interests in Subsidiaries, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately (i) promptly thereafter deliver to the Administrative Agent, all Certificated Securities that represent Equity Interests in Subsidiaries and (ii) contemporaneously with the delivery of quarterly and annual financial statements in accordance with the Credit Agreement, deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Certificated Securities and Instruments constituting Collateral, (c) Collateral whose value exceeds $5,000,000; provided that with respect to all Collaterala new issuance of Certificated Securities that represent Equity Interests of an issuer whose Equity Interests have previously been pledged to the Administrative Agent, such newly issued Certificated Securities shall be delivered within 30 days of such issuance, (c)(i) cause any Indebtedness of a Subsidiary owed to any Grantor in excess of $5,000,000 and (ii) use its commercially reasonable best efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor in excess of $5,000,000 to be evidenced by a duly executed promissory note (or subject to a global note) that, in either case, is pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Administrative Agent may reasonably request; provided that the Company will deliver to the Administrative Agent a duly executed global note for loans among the Company and the Subsidiaries together with proper instruments of assignment duly executed and such other instruments or documents as the Administrative Agent may reasonably request within 30 days of the Effective Date, or such longer period as the Administrative Agent may agree, in its sole discretion, and (d) upon the Administrative Agent’s reasonable request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, value in the form excess of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral$3,000,000.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect Subject to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 the exclusion in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries)last paragraph of Article II hereof, such Grantor will (a) with respect to upon request of the Collateral owned by it on the Effective DateAgent, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of any all Chattel Paper, Securities and Instruments constituting CollateralCollateral owned by it (if any then exist), (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately thereafter within two Business Days after request of the Collateral Agent deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately within two Business Days deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. If any Capital Stock included in the Collateral and owned by any Grantor shall at any time constitute a Security or, to the knowledge of such Grantor, the issuer of any such Capital Stock shall take any action to have such interests treated as a Security, then such Grantor shall give prompt written notice thereof to the Collateral Agent and (i) cause all certificates or other documents constituting such Security to be delivered to the Collateral Agent and, if within the control of such Grantor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) take all action to cause the issuer of such Security or a Securities Intermediary relating to such Security to enter into a Control Agreement with the Collateral Agent and, if within the control of such Grantor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of all Chattel Paper (in a face amount in excess of $500,000 individually, Instruments (in a face amount in excess of $500,000 individually) and Securities constituting Collateral owned by it (if any Chattel Paper, Securities and Instruments constituting Collateralthen exist), (b) with respect to if following the date hereof such Collateral acquired Grantor acquires any Instrument (in a face amount in excess of $500,000 individually), Chattel Paper (in a face amount in excess of $500,000 individually) or otherwise obtained after the Effective DateSecurities constituting Collateral, hold in trust for the Administrative Collateral Agent upon receipt and immediately thereafter within ten Business Days of the acquisition thereof deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Instruments and Securities and Instruments constituting Collateral, (c) with respect to all Collateralhold in trust for the Collateral Agent and, upon the Administrative Collateral Agent’s request, promptly deliver to the Collateral Agent any Document of Title evidencing or constituting Collateral, (d)(i) cause any Indebtedness of a Subsidiary owed to any Grantor in excess of $1,000,000 and (ii) use its commercially reasonable efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor in excess of $1,000,000, in either case to be evidenced by a duly executed promissory note (or subject to a global note) that is pledged and delivered (on the date hereof, in the case of Indebtedness referred to in the immediately preceding sub-clause (i) existing on the date hereof or, in the case of any Indebtedness referred to in the immediately preceding sub-clause (ii) or any Indebtedness referred to in the immediately preceding sub-clause (i) created after the date hereof, within ten Business Days following the date hereof or the creation of such Indebtedness, respectively) to the Collateral Agent (or the ABL Collateral Agent or the Term Loan Collateral Agent in accordance with the terms of the Intercreditor Agreements and the ABL Documents or the Term Loan Documents, as applicable), for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request and (e) upon the Collateral Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfection) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G F hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of any all Chattel Paper, Securities and Instruments constituting CollateralCollateral owned by it (if any then exist), (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately within two Business Days thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately within two Business Days deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. If any Equity Interests owned by any Grantor shall at any time constitute a Security or, to the knowledge of such Grantor, the issuer of any such Equity Interests shall take any action to have such interests treated as a Security, then such Grantor shall give prompt written notice thereof to the Administrative Agent and (i) cause all certificates or other documents constituting such Security to be delivered to the Administrative Agent and, if within the control of such Grantor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) take all commercially reasonable action to cause the issuer of such Security or a securities intermediary relating to such Security to enter into a Control Agreement with the Administrative Agent and, if within the control of such Grantor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately promptly upon execution of this Security Agreement the originals of any all Chattel Paper, Securities and Instruments (including certificates evidencing Pledged Debt in an aggregate principal amount exceeding $250,000 and Pledged Equity Interests) constituting CollateralCollateral owned by it (if any then exist), in each case duly endorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by undated instruments of transfer duly endorsed by such an effective endorsement, in each case, to Collateral Agent or in blank, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately as soon as reasonably practicable thereafter deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments (including certificates evidencing Pledged Debt in an aggregate principal amount exceeding $250,000 and Pledged Equity Interests) constituting CollateralCollateral in each case duly endorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by undated instruments of transfer duly endorsed by such an effective endorsement, in each case, to Collateral Agent or in blank, (c) with respect to all Collateral, upon the Administrative Collateral Agent’s reasonable request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Collateral Agent’s reasonable request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments Amendment shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of all Chattel Paper (in a face amount in excess of $500,000 individually, Instruments (in a face amount in excess of $500,000 individually) and Securities constituting Collateral owned by it (if any Chattel Paper, Securities and Instruments constituting Collateralthen exist), (b) with respect to if following the date hereof such Collateral acquired Grantor acquires any Instrument (in a face amount in excess of $500,000 individually), Chattel Paper (in a face amount in excess of $500,000 individually) or otherwise obtained after the Effective DateSecurities constituting Collateral, hold in trust for the Administrative Collateral Agent upon receipt and immediately thereafter within ten Business Days of the acquisition thereof deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Instruments and Securities and Instruments constituting Collateral, (c) with respect to all Collateralhold in trust for the Collateral Agent and, upon the Administrative Collateral Agent’s request, promptly deliver to the Collateral Agent any Document of Title evidencing or constituting Collateral, (d)(i) cause any Indebtedness of a Subsidiary owed to any Grantor in excess of $1,000,000 and (ii) use its commercially reasonable efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor in excess of $1,000,000, in either case to be evidenced by a duly executed promissory note (or subject to a global note) that is pledged and delivered (on the date hereof, in the case of Indebtedness referred to in the immediately preceding sub-clause (i) existing on the date hereof or, in the case of any Indebtedness referred to in the immediately preceding sub-clause (ii) or any Indebtedness referred to in the immediately preceding sub-clause (i) created after the date hereof, within ten Business Days following the date hereof or the creation of such Indebtedness, respectively) to the Collateral Agent (or the ABL Agent in accordance with the terms of the ABL Credit Documents and the ABL Intercreditor Agreement), for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request and (e) upon the Collateral Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfection) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G E hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) deliver to the Administrative Agent certificates representing any Equity Interests constituting Pledged Collateral together with respect an undated stock power for each such certificate executed in blank by a duly authorized officer of such Grantor, (b) deliver to the Administrative Agent immediately upon execution of this Security Agreement, the originals of all Chattel Paper (other than any customer contracts), Securities and other Instruments, in each case with a value in excess of $100,000, constituting Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of Date (if any Chattel Paper, Securities and Instruments constituting Collateralthen exist), (bc) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately and, promptly within five days thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel PaperPaper (other than any customer contracts), Securities and Instruments Instruments, in each case with a value in excess of $100,000, constituting Collateral, (d) not permit the aggregate value of all Chattel Paper (other than any customer contracts), Securities and other Instruments constituting Collateral and owned by the Grantors for which the originals have not been delivered to the Administrative Agent pursuant to the foregoing clauses (b) and (c) with respect to all Collateralexceed $500,000, upon (e) promptly within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionAgent) any Document evidencing or constituting Collateral Collateral, (f) xxxx conspicuously all original Chattel Paper, Instruments and Documents (other than any delivered to the Administrative Agent) with an appropriate reference to the security interest of the Administrative Agent and (dg) with respect to all such Collateral, upon promptly within five Business Days of the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding the foregoing, upon the Administrative Agent’s written request, such Grantor will deliver to the Administrative Agent the originals of any customer contract constituting Chattel Paper with a value in excess of $100,000 and take any of the foregoing actions as may be requested by the Administrative Agent.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Collateral Agent (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, the Administrative Agent or its bailee for perfection immediately upon in accordance with the Intercreditor Agreement) promptly following the execution of this Security Agreement the originals of any (x) all Chattel Paper, Paper having a value in excess of $500,000 and (y) all Securities and Instruments Instruments, in each case constituting CollateralCollateral owned by it (if any then exist), (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Collateral Agent or the Administrative Agent Agent, as the case may be, upon receipt and immediately thereafter deliver to the Administrative Collateral Agent or its bailee for perfection the originals of Administrative Agent, as the case may be, any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Collateral Agent’s requestrequest (or, prior to the Discharge of First Priority Credit Agreement Secured Obligations, at the request of the Administrative Agent in accordance with the Intercreditor Agreement), deliver to the Administrative Agent or its bailee for perfection Collateral Agent, as the case may be, (and thereafter hold in trust for the Collateral Agent or the Administrative Agent Agent, as the case may be, upon receipt and immediately deliver to the Administrative Collateral Agent or its bailee for perfectionthe Administrative Agent, as the case may be) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral. Notwithstanding anything to the contrary contained in this Security Agreement or any other Collateral Document, not later than thirty (30) days after the Closing Date, such Grantor shall deliver to the Collateral Agent (or, prior to the Discharge of the First Lien Credit Agreement Secured Obligations, the Administrative Agent) the original certificates representing the Equity Interests of Foreign Subsidiaries which constitute Pledged Collateral owned by such Grantor as of the Closing Date, together with executed undated powers for each such certificate.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of all Chattel Paper (in a face amount in excess of $500,000 individually, Instruments (in a face amount in excess of $500,000 individually) and Securities constituting Collateral owned by it (if any Chattel Paper, Securities and Instruments constituting Collateralthen exist), (b) with respect to if following the date hereof such Collateral acquired Grantor acquires any Instrument (in a face amount in excess of $500,000 individually), Chattel Paper (in a face amount in excess of $500,000 individually) or otherwise obtained after the Effective DateSecurities constituting Collateral, hold in trust for the Administrative Collateral Agent upon receipt and immediately thereafter within ten Business Days of the acquisition thereof deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Instruments and Securities and Instruments constituting Collateral, (c) with respect to all Collateralhold in trust for the Collateral Agent and, upon the Administrative Collateral Agent’s request, promptly deliver to the Collateral Agent any Document of Title evidencing or constituting Collateral, (d)(i) cause any Indebtedness of a Subsidiary owed to any Grantor in excess of $1,000,000 and (ii) use its commercially reasonable efforts to cause any Indebtedness of a non-Subsidiary owed to any Grantor in excess of $1,000,000, in either case to be evidenced by a duly executed promissory note (or subject to a global note) that is pledged and delivered (on the date hereof, in the case of Indebtedness referred to in the immediately preceding sub-clause (i) existing on the date hereof or, in the case of any Indebtedness referred to in the immediately preceding sub-clause (ii) or any Indebtedness referred to in the immediately preceding sub-clause (i) created after the date hereof, within ten Business Days following the date hereof or the creation of such Indebtedness, respectively) to the Collateral Agent (or the ABL Collateral Agent in accordance with the terms of the ABL Documents and the ABL Intercreditor Agreement), for the benefit of the Secured Parties, with such notes being accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the Collateral Agent may reasonably request and (e) upon the Collateral Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfection) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G F hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Grantor Borrower will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon within 30 days of the execution of this Security Agreement Agreement, the originals of any all Chattel Paper, Securities and Instruments other Instruments, in each case with a value of at least $100,000, together with any requested allonge with respect to Instruments, constituting CollateralCollateral owned by it (if any then exist), (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly thereafter deliver to the Administrative Collateral Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments Instruments, in each case with a value of at least $100,000, constituting Collateral, (c) with respect not permit the aggregate value of all Chattel Paper, Securities and other Instruments constituting Collateral and owned by Borrower for which the originals have not been delivered to all Collateralthe Collateral Agent pursuant to the foregoing clauses (a) and (b) to exceed $500,000, (d) upon execution of this Security Agreement and the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (de) with respect to all such Collateral, upon the Administrative Collateral Agent’s request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G I hereto (the “Amendment”), pursuant to which such Grantor Borrower will pledge such additional Collateral. Such Grantor Borrower hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Agent or its bailee for perfection immediately promptly upon execution of this Security Agreement (if any then exist) the originals of all (i) certificated Securities constituting Collateral and (ii) any Chattel Paper, Securities Paper and Instruments Instrument constituting CollateralCollateral with a value in excess of $1,000,000 individually or $5,000,000 in the aggregate, (b) with respect to such Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately promptly thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Agent’s request, deliver to the Administrative Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Agent upon receipt and immediately promptly deliver to the Administrative Agent or its bailee for perfectionAgent) any US 4925849v.8 Document with a value in excess of $1,000,000 individually or $5,000,000 in the aggregate evidencing or constituting Collateral and Collateral, (d) any Chattel Paper constituting Collateral with respect a value in excess of $1,000,000 individually or $5,000,000 in the aggregate, (e) cause all original Chattel Paper with a value in excess of $1,000,000 individually or $5,000,000 in the aggregate in its possession to all be marked with the following legend (or a legend with substantially similar language) indicating the security interest of the Administrative Agent in such CollateralChattel Paper: “This writing and the obligations evidenced or secured thereby are subject to the security interest of JPMorgan Chase Bank, N.A., as administrative agent, for the benefit of the secured parties.” and (f) promptly upon the Administrative Agent’s request, deliver to the Administrative Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

Delivery of Instruments, Securities, Chattel Paper and Documents. Other than with respect to any Chattel Paper, any Securities or any Instruments constituting Collateral which (i) individually has a fair market value in an amount less than $2,000,000 and (ii) does not exceed $10,000,000 in the aggregate (but the foregoing shall not apply to Securities or Instruments issued by Subsidiaries), such Such Grantor will (a) with respect to Collateral owned by it on the Effective Date, deliver to the Administrative Collateral Agent or its bailee for perfection immediately upon execution of this Security Agreement the originals of any all (x) Chattel Paper, Securities Paper and Instruments with a value in excess of $500,000 individually or in the aggregate, or (y) any certificated Securities, in each case, constituting CollateralCollateral owned by it (if any then exist), (b) hold in trust for the Collateral Agent upon receipt and promptly thereafter (but in no event later than three (3) Business Days after receipt) deliver to the Collateral Agent (x) Chattel Paper and Instruments with respect to such a value in excess of $500,000 individually or in the aggregate, or (y) any certificated Securities, in each case, constituting Collateral acquired or otherwise obtained after the Effective Date, hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent or its bailee for perfection the originals of any such Chattel Paper, Securities and Instruments constituting Collateral, (c) with respect to all Collateral, upon the Administrative Collateral Agent’s reasonable request, deliver to the Administrative Collateral Agent or its bailee for perfection (and thereafter hold in trust for the Administrative Collateral Agent upon receipt and immediately promptly thereafter (but in no event later than three (3) Business Days after such request) deliver to the Administrative Agent or its bailee for perfectionCollateral Agent) any Document evidencing or constituting Collateral and (d) with respect to all such Collateral, promptly upon the Administrative Collateral Agent’s reasonable request, deliver to the Administrative Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit G H hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Administrative Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral; provided, that the Lien granted hereunder shall attach and such property shall be considered part of the Collateral despite any Grantor’s failure to deliver an Amendment.