PLEDGE AND SECURITY AGREEMENT

Exhibit 10.2

EXECUTION VERSION

PLEDGE AND SECURITY AGREEMENT

T HIS P LEDGE AND S ECURITY A GREEMENT (as it may be amended or modified from time to time, this “ Security Agreement ”) is entered into as of September 1, 2009 by and between V ERENIUM C ORPORATION , a Delaware corporation (the “ Company ” and a “ Grantor ”), and W ELLS F ARGO B ANK , N ATIONAL A SSOCIATION , in its capacity as Collateral Agent (the “ Collateral Agent ”) for the Secured Parties.

PRELIMINARY STATEMENT

Pursuant to the Indenture, dated as of September 1, 2009 (the “ Indenture ”), among the Company and Wells Fargo Bank, National Association, as trustee (the “ Trustee ”), the Company has issued its 9.00% convertible senior secured notes due 2027 (the “ 9% Notes ”). On February 27, 2008, the Company issued $71 million principal amount of those certain 8% senior convertible notes, which notes were amended and restated on July 1, 2009 (as so amended and as may be further amended, supplemented or otherwise modified from time to time, the “ 8% Notes ”, and together with the 9% Notes, the “ Notes ”). The Company intends to enter into secured credit facilities, notes, indentures and other debt instruments from time to time with lenders or other creditors and their representatives (collectively, “ Lenders ”) after the date hereof in order to secure working capital and other financing permitted by the terms of the Indenture, the 9% Notes and the 8% Notes. As of the Effective Date, the Collateral Agent has been appointed as the Collateral Agent for the Joined Secured Parties pursuant to that certain Intercreditor and Collateral Agency Agreement, dated as of the date hereof among the Trustee, the Collateral Agent, the Company and the Joined Secured Parties from time to time party thereto (the “ Intercreditor Agreement ”). The Grantor is entering into this Security Agreement in order to induce certain holders of the Grantor’s existing 5.5% Convertible Senior Notes dues 2027 (the “ 5.5% Notes ”) to exchange their 5.5% Notes for 9% Notes, to equally and ratably secure the Grantor’s obligations under the 8% Notes with the Grantor’s obligations under the 9% Notes and such secured indebtedness as may be owed from time to time to the Lenders.

A CCORDINGLY , the Grantor and the Collateral Agent, on behalf of the Secured Parties, hereby agree as follows:

ARTICLE I

D EFINITIONS

1.1 Terms Defined in Intercreditor Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Intercreditor Agreement.

1.2 Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

1.3 Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and in the Preliminary Statement, the following terms shall have the following meanings:

“ Account Debtor ” has the meaning set forth in Article 9 of the UCC.

“ Accounts ” has the meaning set forth in Article 9 of the UCC.

“ Article ” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“ Chattel Paper ” has the meaning set forth in Article 9 of the UCC.

“ Collateral ” has the meaning set forth in Article II.

“ Collateral Account ” has the meaning set forth in Section 7.1.

“ Commercial Tort Claims ” has the meaning set forth in Article 9 of the UCC.

“ Control ” has the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“ Copyrights ” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

“ Debt Instrument ” has the meaning assigned to such term in the Intercreditor Agreement

“ Default ” has the meaning assigned to such term in the Intercreditor Agreement.

“ Deposit Accounts ” has the meaning set forth in Article 9 of the UCC.

“ Documents ” has the meaning set forth in Article 9 of the UCC.

“ Effective Date ” has the meaning assigned to such term in the Intercreditor Agreement.

“ Equipment ” has the meaning set forth in Article 9 of the UCC.

“ Event of Default ” has the meaning assigned to such term in the Intercreditor Agreement.

“ Excluded Payments ” has the meaning set forth in Section 4.6(b)(iii).

“ Excluded Property ” means: (a) all Vehicles; (b) any equity interest issued by a Foreign Subsidiary (i) representing more than 65% of the total outstanding Foreign Subsidiary Voting Stock of such Foreign Subsidiary if such Foreign Subsidiary is directly owned by the

Grantor, or (ii) representing any of the outstanding Foreign Subsidiary Voting Stock of such Foreign Subsidiary if such Foreign Subsidiary is indirectly owned by the Grantor; (c) any equity interest issued by a domestic Subsidiary which is not directly or wholly owned by the Company; (d) any treasury stock of the Company; (e) any lease, license, contract, or agreement to which the Grantor is a party or any of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of the Grantor therein or (ii) a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract or agreement (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)); (f) any asset owned by the Grantor that is subject to a Lien or other contractual obligation that prohibits or requires the consent of any Person (other than the Company) not obtained as a condition to the creation of any lien on such asset (other than to the extent that any such Lien or other obligation would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408, or 9-409 of the UCC (or any successor provision or provisions)); (g) any property to the extent that such grant of such security interest is prohibited by any Requirement of Law of a Governmental Authority or requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law is ineffective under applicable law; (h) all aircraft; (i) any Intellectual Property of the Company and any Licenses related thereto; (j) Margin Stock; (k) Deposit Accounts; (l) cash and cash equivalents; (m) any asset only to the extent and for so long as the terms of any Requirement of Law or agreement relating thereto validly prohibit the creation by the Grantor of a security interest in such asset in favor of the Collateral Agent (after giving effect to the Uniform Commercial Code of any applicable jurisdiction or any other applicable law (including the Bankruptcy Code) or principles of equity); (n) any assets with respect to which the Company shall certify to Collateral Agent in an Officer’s Certificate that the Company has in good faith determined that the cost of obtaining a security interest in such assets is excessive in relation to the benefits provided to the Secured Parties of the security interest afforded thereby; and (o) real property.

“ Exhibit ” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“ Farm Products ” has the meaning set forth in Article 9 of the UCC.

“ Fixtures ” has the meaning set forth in Article 9 of the UCC.

“ Foreign Subsidiary ” means a Subsidiary that is not organized under the laws of any State or Commonwealth of the United States of America or under the laws of the District of Columbia.

“ Foreign Subsidiary Voting Stock ” means the issued and outstanding equity interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of any Foreign Subsidiary.

“ General Intangibles ” has the meaning set forth in Article 9 of the UCC.

“ Goods ” has the meaning set forth in Article 9 of the UCC.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state, provisional, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) having jurisdiction over the Company, any Subsidiary or any Secured Party as the context may require.

“ Instruments ” has the meaning set forth in Article 9 of the UCC.

“ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, the Copyrights, the Patents, the Trademarks and the Licenses, and all rights to sue at law or in equity for any infringement thereof, including the right to receive all proceeds and damages therefrom.

“ Inventory ” has the meaning set forth in Article 9 of the UCC.

“ Investment Property ” means the collective reference to (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the UCC (other than any Foreign Subsidiary Voting Stock constituting Excluded Collateral) and (ii) whether or not constituting “investment property” as so defined, all Pledged Notes and all Pledged Stock.

“ Issuer ” means any issuer of any Investment Property.

“ Letter-of-Credit Rights ” has the meaning set forth in Article 9 of the UCC.

“ Licenses ” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

“ Margin Stock ” has the meaning assigned to such term in Regulation U.

“ Obligations ” has the meaning assigned to such term in the Intercreditor Agreement.

“ Patents ” means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

“ Pledged Collateral ” means all Instruments, Securities and other Investment Property of the Grantor, whether or not physically delivered to the Collateral Agent pursuant to this Security Agreement to the extent not constituting Excluded Property.

“ Pledged Notes ” means all promissory notes listed on Exhibit B and all other promissory notes issued to or held by the Grantor (other than promissory notes issued in connection with extensions of trade credit by the Grantor in the ordinary course of business) to the extent not constituting Excluded Property.

“ Pledged Stock ” means the equity interests listed on Exhibit B , together with any other shares, stock certificates, options, interests or rights of any nature whatsoever in respect of the equity interests of any Person that may be issued or granted to, or held by, the Grantor while this Security Agreement is in effect, in each case, to the extent not constituting Excluded Property.

“ Receivables ” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles (to the extent not constituting Excluded Property) or which are otherwise included as Collateral.

“ Regulation U ” means Regulation U (12 CFR Part 221) of the Board as from time to time in effect and any successor or other regulation or official interpretation of the Board relating to the extension of credit by banks for the purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal Reserve System.

“ Requirement of Law ” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty, rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Section ” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“ Secured Parties ” has the meaning assigned to such term in the Intercreditor Agreement.

“ Security ” has the meaning set forth in Article 8 of the UCC.

“ Stock Rights ” means all dividends, instruments or other distributions and any other right or property which the Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any equity interest constituting Collateral, any right to receive an equity interest and any right to receive earnings, in which the Grantor now have or hereafter acquire any right, issued by an issuer of such equity interest.

“ Supporting Obligations ” has the meaning set forth in Article 9 of the UCC.

“ Trademarks ” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, trade styles, brand names, corporate names, business names, domain names, logos and other source or business identifiers and the registrations and applications for registration thereof, all common-law rights related thereto, and the goodwill of the business symbolized by the foregoing; (b) all renewals of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (d) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (e) all rights corresponding to any of the foregoing throughout the world.

“ UCC ” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, Collateral Agent’s or any other Secured Party’s Lien on any Collateral.

“ Vehicles ” means all cars, trucks, trailers, construction and earth moving equipment and other vehicles covered by a certificate of title law of any state.

1.4 Other Definitional Provisions. The words “hereof,” “herein”, “hereto” and “hereunder” and words of similar import when used in this Security Agreement shall refer to this Security Agreement as a whole and not to any particular provision of this Security Agreement, and Section and Exhibit references are to this Security Agreement unless otherwise specified.

The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

1.5 Exhibit Updates. The Grantor may update the Exhibits hereto from time to time to reflect changes to the information contained therein by notifying the Collateral Agent in writing and delivering such updated Exhibits to the Collateral Agent within 15 days of any such change; provided that any such update shall not have the effect of curing any Default or Event of Default that may have otherwise occurred as a result of the actions taken or the omissions that resulted in the need to update the Exhibits.

ARTICLE II

G RANT OF S ECURITY I NTEREST

As of the Effective Date, the Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the ratable benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under the personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of the Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, the Grantor, and regardless of where located (all of which will be collectively referred to as the “ Collateral ”), which is specifically listed below:

(i) all Accounts;

(ii) all Chattel Paper;

(iii) all Documents;

(iv) all Equipment;

(v) all Fixtures;

(vi) all General Intangibles;

(vii) all Goods;

(viii) all Instruments;

(ix) all Inventory;

(x) all Investment Property;

(xi) all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

(xii) all Commercial Tort Claims listed on Exhibit F ;

(xiii) all Farm Products;

(xiv) and all accessions to, substitutions for and replacements, proceeds (including Stock Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing;

to secure the prompt and complete payment and performance of the Obligations; provided, however , that notwithstanding any of the other provisions set forth in this Article II, this Security Agreement shall not constitute a grant of a security interest in the Excluded Property and the Excluded Property shall not be part of the Collateral.

ARTICLE III

R EPRESENTATIONS AND W ARRANTIES

The Grantor represents and warrants to the Collateral Agent and the other Secured Parties that:

3.1 Title, Perfection and Priority. The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against the Grantor in the locations listed on Exhibit C , the Collateral Agent will have a fully perfected with the priority required pursuant the Intercreditor Agreement in that Collateral of the Grantor in which a security interest may be perfected by filing.

3.2 Type and Jurisdiction of Organization, Organizational and Identification Numbers. As of the date hereof, the type of entity of the Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A .

3.3 Principal Location. As of the date hereof, the Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), are disclosed in Exhibit A .

3.4 Exact Names. As of the date hereof, the Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in the Grantor’s organizational documents, as amended, as filed with the Grantor’s jurisdiction of organization. As of the date hereof, the Grantor has not, (a) during the past five years (i) other than as set forth in Part VIII of Exhibit A , been known by or used any other corporate or fictitious name, (ii) except as described on Exhibit D , been a party to any merger or consolidation or (iii) except as described in Exhibit D , acquired all of the equity interests or all or substantially all of the assets, or a business unit, division, product line or line of business of a Person or (b) during the past four months, except as described in Exhibit D , been a party to any acquisition, other than those described in clause (a)(iii) of this Section 3.4.

3.5 Letter-of-Credit Rights and Chattel Paper. As of the date hereof, Exhibit E lists all Letter-of-Credit Rights that are not Supporting Obligations and Chattel Paper of the Grantor involving amounts, individually or in the aggregate, in excess of $10,000,000. All actions to be taken by the Grantor to protect and perfect the Collateral Agent’s Lien on the Chattel Paper listed on Exhibit E (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) have been duly taken. The Collateral Agent will have a fully perfected security interest in the Chattel Paper listed on Exhibit E . The Grantor has not pledged, assigned or delivered any letter of credit or Chattel Paper to any third party other than the Collateral Agent (to the extent required by the Intercreditor Agreement).

3.6 Filing Requirements. As of the date hereof, none of the Grantor’s Equipment is covered by any certificate of title, except for Vehicles. As of the date hereof, none of the Collateral owned by the Grantor is of a type for which security interests or liens may be perfected by filing under any federal statute except for Collateral in an aggregate amount not in excess of $5,000,000.

3.7 Pledged Collateral.

(a) As of the date hereof, Exhibit B sets forth a complete and accurate list of all Pledged Collateral held by the Grantor; provided that , (i) with respect to equity interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit B sets forth all such equity interests; (ii) with respect to equity interests issued by a non-Subsidiary, Exhibit B sets forth all such equity interests with an individual value in excess of $5,000,000; (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit B sets forth all such Instruments with an

individual value in excess of $5,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit B sets forth all such Securities with an individual value in excess of $5,000,000. As of the date hereof, the Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit B as being owned by it, free and clear of any Liens, except for Permitted Liens. The Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable, and (ii) all Pledged Collateral which represents indebtedness owed to the Grantor by any Subsidiary thereof has been duly authorized, authenticated or issued and delivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer.

(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights and remedies of the Collateral Agent in respect thereof, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to issue additional equity interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by the Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

(c) As of the date hereof, except as set forth in Exhibit B , the Grantor owns 100% of the issued and outstanding equity interests of each issuer of Pledged Stock owned by it and none of the Pledged Collateral which represents indebtedness owed to the Grantor is subordinated in right of payment to other indebtedness (other than any such indebtedness that is subordinated to the Obligations) or subject to the terms of an indenture.

3.8 Subsidiary Debt. As of the date hereof, the consolidated Subsidiaries of the Company had not more than $1,000,000 in the aggregate of debt for borrowed money, excluding (i) capital leases, (ii) accrued but unpaid interest and (iii) inter-company indebtedness.

ARTICLE IV

C OVENANTS

From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, the Grantor agrees that:

4.1 General.

(a) Authorization to File Financing Statements; Ratification. The Grantor hereby authorizes the Collateral Agent to file, and, to the extent required to comply with the obligations hereunder, will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be required in order to maintain a perfected security interest with the priority required pursuant to the Intercreditor Agreement in and, if applicable, Control of, the Collateral owned by the Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate the Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Grantor is an organization, the type of organization and any organization identification number issued to the Grantor, and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. The Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Notwithstanding the foregoing authorizations given to the Collateral Agent, the Company shall at its own expense, take all actions as necessary or advisable to establish, maintain and perfect a security interest in and continuing Lien on all of the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties. Without limiting the generality of the foregoing, the Company shall execute or cause to the executed and shall file and cause to be filed such financing statements, continuation statements, and fixture filings in all places necessary to establish, maintain and perfect the Liens and purported to be provided for in the Collateral.

(b) Further Assurances. The Grantor will, upon the request of the Collateral Agent, furnish to the Collateral Agent statements and schedules further identifying and describing the Collateral owned by it and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may reasonably specify. The Grantor also agrees to take any and all actions necessary to defend title to the Collateral against all persons and to defend the security interest of the Collateral Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(c) Locations. From and during the continuance of an Event of Default, at the request of the Collateral Agent, the Grantor will promptly provide the Collateral Agent with such information concerning the location of the Collateral as it may reasonably request. Following the date hereof, the Grantor shall not change its chief executive office if such change would adversely impact the perfection or priority of the security interests granted hereunder unless, prior to the taking of such action, the Grantor notifies the Collateral Agent of such action and takes all actions necessary to maintain the continuous validity and perfection of such security interest.

4.2 Electronic Chattel Paper. The Grantor shall take all steps to grant the Collateral Agent Control of all electronic chattel paper where the aggregate of all such electronic chattel

paper is in excess of $5,000,000 in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

4.3 Inventory and Equipment; Maintenance of Goods. The Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and Equipment material to the conduct of its business in good repair and working and saleable condition, except for (i) damaged or defective goods arising in the ordinary course of the Grantor’s business, (ii) ordinary wear and tear in respect of the Equipment and (iii) casualty events (to the extent such casualty, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect) and (iv) dispositions of any such Inventory and Equipment in the course of the Company’s business.

4.4 Delivery of Instruments, Securities, Chattel Paper and Documents. Subject to the Intercreditor Agreement, the Grantor will (a) deliver to the Collateral Agent, immediately upon execution of this Security Agreement, any Chattel Paper, certificated securities (other than certificated securities that represent equity interests in Subsidiaries) and Instruments constituting Collateral 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) 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 Instrument