Common use of Electronic Chattel Paper and Transferable Records Clause in Contracts

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is reasonably necessary to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are permitted under Section 9-105 of the UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the Borrower, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Agent Senior Representative (as defined in the Intercreditor Agreement) control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in ; provided, however, that the preceding sentence Grantors shall not apply be required to comply with this Section 4.04(d) unless and until such time as the extent that aggregate fair value of all such amount, together with all amounts payable evidenced by Electronic Chattel Paper and “transferable records” held by them, taken together, equals or any transferable record in which exceeds $5,000,000. The Collateral Agent agrees with such Grantor that the Administrative Collateral Agent has will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not been vested control within the meaning of the statutes described result in the immediately preceding sentence, does not exceed $3,000,000 Senior Representative’s (as defined in the aggregate Intercreditor Agreement) loss of control, for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any material Electronic Chattel Paper or any material “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11(a) to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11(a) to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records records, (i) listed in Schedule 10 8 to the Perfection CertificateCertificate or (ii) whose value does not exceed $500,000 in the aggregate for all Pledgors. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of or such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Secured Party thereof and shall take such action as is the Secured Party may reasonably necessary request to vest in the Administrative Agent Secured Party control of such Electronic Chattel Paper under Section 9-105 9‑105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent Secured Party has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 [*****] in the aggregate for all Pledgors. At any time The Secured Party agrees with such requirement appliesPledgor that the Secured Party will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in accordance with Section 9.2 the Secured Party's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 9‑105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly (but in any event within 90 days after acquisition thereof by such Pledgor or such longer period as may be agreed to in writing by the Administrative Agent in its sole discretion) notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, either (a) does not exceed $3,000,000 5 million individually or (b) is below $5 million individually but exceeds $20 million in the aggregate for all Pledgorsamounts payable evidenced by Electronic Chattel Paper or any transferable record for all Pledgors with an amount below $5 million individually (in which event amounts payable evidenced by Electronic Chattel Paper or any transferable record with an amount below $5 million shall be pledged hereunder such that such aggregate amount under this clause (b) does not exceed $20 million). At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount individually or in the aggregate in excess of $250,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount individually or in the aggregate in excess of $250,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent Administrative Agent agrees with such Pledgor that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentencewill arrange, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate3.4(d) hereto. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will, at the applicable Pledgor shall give notice thereof request and expense of the Pledgor, arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the Borrower, and unless Act for a party in control to allow without loss of control. The Pledgor will not make any such request if an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no If any amount payable under or in connection with any of the Pledged Security Agreement Collateral is shall be evidenced by any Electronic Chattel Paper or any “"transferable record” (," as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 600,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case maybe, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will, at the applicable Pledgor shall give notice thereof request and expense of the Pledgor, arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the Borrower, and unless Act for a party in control to allow without loss of control. The Pledgor will not make any such request if an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no If any amount payable under or in connection with any of the Pledged Security Agreement Collateral is shall be evidenced by any Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 600,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If Subject to Section 11.15 hereof, any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof in writing and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any material Electronic Chattel Paper or any material “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Junior-Priority Collateral Agent thereof and shall take such action as is reasonably necessary (as determined in good faith by such Grantor) to vest in the Administrative Applicable Priority Agent or the Junior-Priority Collateral Agent, as applicable, control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Junior-Priority Collateral Agent agrees with such Grantor that the Junior-Priority Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Junior-Priority Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Junior-Priority Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Uniform Commercial Code Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Junior-Priority Collateral Agent or the Applicable Priority Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 8 to the Perfection Certificate. If Subject to the Intercreditor Agreements, if at any time any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor when acquiring such Electronic Chattel Paper or transferable record the Grantors shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all PledgorsGrantors. At any time such requirement appliesSubject to the Intercreditor Agreements, the applicable Pledgor shall give notice thereof Collateral Agent agrees with the Grantors that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Grantors to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by the Grantors with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral in the aggregate for all Pledgors in excess of $1,000,000 is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 10,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Lender thereof and shall take such action as is the Lender may reasonably necessary request to vest in the Administrative Agent Lender control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures reasonably satisfactory to the Lender and so long as such procedures will not result in the preceding sentence shall not apply Lender’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall shall, after the Discharge of First Lien Obligations, promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Agent Collateral Agent, after the Discharge of First Lien Obligations, control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent or the First Lien Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $250,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is reasonably necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Collateral Agent in accordance with Section 9.2 13.2 of the Credit Agreement Indenture and the Administrative Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are permitted under Section 9-105 of the UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the BorrowerIssuer, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount payable under or in connection with any of the Pledged Collateral Collateral, in the aggregate in excess of $500,000, is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 13 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral Collateral, in the aggregate for all Pledgors in excess of $500,000, shall at any time be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent's loss of control, for the Pledgor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly on or before the first Quarterly Update Date following the receipt thereof by such Pledgor notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 individually or $10,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent in accordance with Section 9.2 and so long as the Collateral Agent has been provided an opinion of counsel satisfactory to the Credit Agreement and the Administrative Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral in excess of $2,500,000 is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as as, in the reasonable determination of the Collateral Agent, is reasonably necessary to vest in grant the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by any Electronic Chattel Paper or any transferable record in which to the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, extent that such amount does not exceed $3,000,000 2,500,000 with respect to such Electronic Chattel Paper or any transferable record. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the aggregate Collateral Agent’s loss of control, for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9 105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in Notwithstanding the preceding sentence foregoing, Grantor shall not apply be required to notify Agent and take such actions as Agent may reasonably request to the extent that such amount, together with all the amounts payable evidenced by under or in connection with any such Electronic Chattel Paper or any other transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does do not exceed $3,000,000 2,000,000.00 in the aggregate for all PledgorsGrantors. At any time The Agent agrees with such requirement appliesGrantor that the Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 the Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Grantor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-9 105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is may be reasonably necessary required in order to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As If any Grantor at any time holds, acquires or creates an interest in an amount in excess of the date hereof, no amount under or $5,000,000 individually in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall, on or prior to the later to occur of (i) other than 30 days following such acquisition or creation of such Electronic Chattel Paper and transferable records listed in Schedule 10 to (ii) the Perfection Certificate. If any amount payable under or in connection with any earlier of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper date of the required delivery of the Pricing Certificate following the date of such acquisition or any transferable record, the Pledgor acquiring creation of such Electronic Chattel Paper and the date which is 45 days after the end of the most recently ended fiscal quarter following such acquisition or transferable record shall creation of such Electronic Chattel Paper (or such longer period as to which the Collateral Agent may consent) promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent Administrative Agent agrees with such Pledgor that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentencewill arrange, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If at any time after the payment in full of the Revolving Credit Indebtedness and the termination of the Revolving Credit Documents, any amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement After the payment in full of the preceding sentence shall not apply to Revolving Credit Indebtedness and the extent that such amounttermination of the Revolving Credit Documents, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within agrees with such Pledgor that the meaning of the statutes described in the immediately preceding sentenceAdministrative Agent will arrange, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate3.4(d) hereto. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 9‑105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply with respect to the extent that such amount, together with all amounts payable evidenced by any item of Electronic Chattel Paper or any transferable record in which where the Administrative Agent has not been vested control within the meaning amount payable on such item of the statutes described in the immediately preceding sentence, Electronic Chattel Paper or transferable record does not exceed $3,000,000 100,000. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the aggregate Collateral Agent’s loss of control, for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 9‑105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 8 to the Perfection Certificate. If Subject to the Intercreditor Agreement, if at any time any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor when acquiring such Electronic Chattel Paper or transferable record the Grantors shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent or, prior to the ABL/SOA Termination Date, the ABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) may reasonably necessary request to vest in the ABL/SOA Agent, as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent or, prior to the ABL/SOA Termination Date, the ABL/SOA Agent (as collateral agent and bailee for the Administrative Agent pursuant to the Intercreditor Agreement) has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all PledgorsGrantors. At any time such requirement appliesSubject to the Intercreditor Agreement, the applicable Pledgor shall give notice thereof Administrative Agent agrees with the Grantors that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement Administrative Agent’s (or the ABL/SOA Agent’s, as bailee and collateral agent for the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may under the Intercreditor Agreement) loss of control, for the Grantors to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by the Grantors with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 14 annexed to the Perfection Certificate. If any amount individually or in the aggregate in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Pledgor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-9 105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-9 105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall (a) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 on or prior to the Perfection Certificate. If Closing Date (in the case of any amount payable under or such interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any “transferable record, ” owned by a Grantor on the Pledgor acquiring Closing Date or (b) promptly after such interest is first held or acquired (in the case of any other such Electronic Chattel Paper or “transferable record shall promptly record”) and in any event on or prior to the date an updated Perfection Certificate with respect to the fiscal quarter such interest is first held or acquired is delivered pursuant to Section 5.2(b) of the Credit Agreement (in the case of any other such interest in any Electronic Chattel Paper or “transferable record”) (or such later date as the Administrative Agent may agree in its reasonable discretion) notify the Administrative Agent thereof and and, at the request of the Administrative Agent, shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under New York UCC Section 9‑105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent Administrative Agent agrees with such Grantor that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentencewill arrange, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of 9‑105 or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no If any amount payable under or in connection with any of the Pledged Security Agreement Collateral is shall be evidenced by any Electronic Chattel Paper or any “"transferable record” (," as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 600,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any material Electronic Chattel Paper or any material “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent or, prior to the Discharge of ABL Priority Claims and with respect to the ABL Facility First Priority Collateral, in the ABL Collateral Agent, as gratuitous bailee, control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $5,000,000 at any time.

Electronic Chattel Paper and Transferable Records. As If any amount, individually or in the aggregate, in excess of the date hereof, no amount $400,000 or payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly and in any event within 30 days of the acquisition thereof notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Second Lien Collateral Agent thereof and shall take such action as is the Second Lien Collateral Agent may reasonably necessary request to vest in the Administrative Second Lien Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Second Lien Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Second Lien Collateral Agent agrees with such requirement appliesPledgor that the Second Lien Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Second Lien Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Second Lien Collateral Agent’s loss of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that control, for such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral in excess of $5,000,000 in the aggregate for all Pledgors is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall use commercially reasonable efforts to take such action as is reasonably necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided, however, that such commercially reasonable efforts shall not require any Pledgor to make out-of-pocket expenditures (other than reasonable attorney’s fees and expenses, but specifically excluding the payment of any consideration or other compensation to any person). The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As If any amount, individually or in the aggregate, in excess of the date hereof, no amount $500,000 or payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly and in any event within 30 days of the acquisition thereof notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral in the aggregate for all Pledgors in excess of $2,500,000 is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 25,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records (i) listed in Schedule 10 8 to the Perfection CertificateCertificate or (ii) whose value does not exceed $500,000 in the aggregate for all Pledgors. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is reasonably necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of or such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral in the aggregate for all Pledgors in excess of $500,000 is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 SCHEDULE 12 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is reasonably necessary may be required to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 2.5 million in the aggregate for all PledgorsGrantors. At any time The Collateral Agent agrees with such requirement appliesGrantor that the Collateral Agent will permit, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection CertificateCertificate or with an aggregate value of less than $1,000,000. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Agent Collateral Agent, after the Discharge of First Lien Obligations, control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection CertificateCertificate or with an aggregate value of less than $1,000,000. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Control Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Control Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Control Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount individually or in the aggregate in excess of $10,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount individually or in the aggregate in excess of $10,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time such requirement appliesThe Administrative Agent agrees with each Pledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 7 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than jurisdiction evidencing an amount in excess of $100,000, such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Intercreditor Agent (if prior to the Discharge of Senior Lender Claims) or the Collateral Agent (if after the Discharge of Senior Lender Claims), shall take such action as is the Collateral Agent or the Intercreditor Agent, as applicable, may reasonably necessary request to vest in the Administrative Collateral Agent (or, prior to the Discharge of Senior Lender Claims, the Intercreditor Agent, acting as a sub-agent of the Collateral Agent) control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that, after the Discharge of Senior Lender Claims, the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow alterations without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate3.9. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Secured Party thereof and shall take such action as is the Secured Party may reasonably necessary request to vest in the Administrative Agent Secured Party control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent Secured Party has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 25,000 in the aggregate for all PledgorsGrantors. At any time The Secured Party agrees with such requirement appliesGrantor that the Secured Party will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in accordance with Section 9.2 the Secured Party’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Grantor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount in excess of $3,000,000 payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount in excess of $3,000,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control Control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of Control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of Control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 4 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly on or before the first Quarterly Update Date following the receipt thereof by such Pledgor notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 individually and $10,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of Subject to the date hereofIntercreditor Agreement, no amount under if any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is may be necessary or as the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $15,000,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent, so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in and at such Grantor’s reasonable request and sole cost and expense, for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Trustee thereof and after Payment in Full (as defined in the Intercreditor Agreement) of the Senior Indebtedness (as defined in the Intercreditor Agreement) shall take such action as is necessary or as the Trustee may reasonably necessary request to vest in the Administrative Agent Trustee control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent Trustee has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Trustee agrees with such requirement applies, Pledgor that the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any ““ transferable recordrecord ” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than (i) such Electronic Chattel Paper and transferable records listed in Schedule 10 12 to the Perfection CertificateCertificate and (ii) such Electronic Chattel Paper or transferable records that have a fair market value less than or equal to $5,000,000, individually, so long as such Electronic Chattel Paper and transferable records together with any Instruments and Tangible Chattel Paper not delivered to the Controlling Agent pursuant to Section 3.4(a) or, if the Collateral Agent is not the Controlling Agent, pursuant to the collateral documents to which the Controlling Agent is a party do not exceed $10,000,000 in the aggregate for all Pledgors. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Controlling Agent thereof and shall take such action as is the Controlling Agent may reasonably necessary request to vest in the Administrative Controlling Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, (x) together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Controlling Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentencesentence and (y) any amounts evidenced by Instruments or Tangible Chattel Paper not previously delivered to the Controlling Agent pursuant to Section 3.4(a) or, if the Collateral Agent is not the Controlling Agent, pursuant to the collateral documents to which the Controlling Agent is a party, does not exceed $3,000,000 10,000,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that, upon the Collateral Agent becoming the Controlling Agent, the applicable Pledgor shall give notice thereof Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent (which will be substantially similar to the procedures established by the Controlling Agent) and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereofClosing Date, each Pledgor hereby represents and warrants that no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) with an individual face amount in excess of $250,000 or with an aggregate face amount in excess of $500,000, other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 to the Perfection Certificate. If If, after the Closing Date, any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, unless constituting an Excluded Perfection Action, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Pledgor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereofOriginal Closing Date, no amount under or in connection with any of the Pledged Collateral in the aggregate for all Pledgors in excess of $2,500,000 is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdictionjuris- diction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 25,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in on Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time such requirement appliesThe Administrative Agent agrees with each Pledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $15,000,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If After the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), if any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is reasonably necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Collateral Agent in accordance with Section 9.2 13.2 of the Credit Agreement Indenture and the Administrative Collateral Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are permitted under Section 9-105 of the UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the BorrowerIssuer, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereofClosing Date, each Pledgor hereby represents and warrants that no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) with an individual face amount in excess of $250,000 or with an aggregate face amount in excess of $500,000, other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 to the Perfection Certificate. If If, after the Closing Date, any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, unless constituting an Excluded Perfection Action, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly within 30 days (or such longer period as the Collateral Agent may approve in its sole discretion) notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Pledgor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any “transferable record, ,” the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 9‑105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such any relevant jurisdiction, of such “transferable record”. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any “transferable record record” in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2.5 million in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 9‑105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 50,000 for any individual Electronic Chattel Paper or any transferable record or $500,000 in the aggregate for all such Electronic Chattel Paper and transferable records of the Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 9 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2,500,000 in the aggregate for all PledgorsGrantors. At any time The Administrative Agent agrees with such requirement appliesGrantor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any material Electronic Chattel Paper or any material “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent or, prior to the Discharge of Term Priority Claims and with respect to the Term Facility First Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee, control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $5,000,000 at any time.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Agent may reasonably necessary request to vest in the Administrative Agent or another Person designated in writing by the Agent control under UCC Section 9- 105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 100,000 in the aggregate for all PledgorsPledgor. At any time such requirement appliesThe Agent agrees with Pledgor that the Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 the Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under New York UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is reasonably necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that, so long as such procedures will not result in the Collateral Agent's loss of control, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As If any amount, individually or in the aggregate, in excess of the date hereof, no amount $400,000 or payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable recordCertifcate, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly and in any event within 30 days of the acquisition thereof notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of con- trol, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under New York UCC Section 9-105 of the UCC such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $5,000,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. As No amount in excess of $100,000, individually or in the date hereofaggregate, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) ), other than such Electronic Chattel Paper and transferable records listed in Schedule 10 3.9 or as to which the Perfection CertificateGrantors have complied with the following provisions of this Section 3.9. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Secured Party thereof and shall take such action as is the Secured Party may reasonably necessary request to vest in the Administrative Agent Secured Party control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent Secured Party has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 100,000 in the aggregate for all PledgorsGrantors. At any time The Secured Party agrees with such requirement appliesGrantor that the Secured Party will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in accordance with Section 9.2 the Secured Party’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Grantor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, hereof no amount payable in excess of $2,000,000 under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount payable under or in connection with any of the Pledged Collateral in excess of $2,000,000, individually, or $3,000,000 in the aggregate, shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof concurrently with the delivery of the financial statements referred to in Section 7.01(a) or Section 7.01(b) of the Credit Agreement that are next due (or such longer period as may be agreed to by the Administrative Agent thereof in its sole discretion), and shall take such action as is the Collateral Agent may reasonably necessary request in writing to vest in the Administrative Collateral Agent control under UCC Section 9‑105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of 9‑105 or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any material Electronic Chattel Paper or any material “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent or, prior to the Discharge of Term Loan/Notes Obligations and with respect to the Term Loan/Notes Priority Collateral, to the Term Loan Collateral Agent, as gratuitous bailee, control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the preceding sentence shall not apply Collateral Agent’s loss of control, for the Grantor to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record. Notwithstanding the foregoing, no Grantor shall be obligated to deliver to the Collateral Agent any Electronic Chattel Paper held by such Grantor with a face amount less than $1,000,000, provided that the aggregate face amount of the Electronic Chattel Paper so excluded pursuant to this sentence shall not exceed $10,000,000 at any time.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “"transferable record” " (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 12 annexed to the Perfection CertificateCertificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made). If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this sentence exceeds $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent's loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested with control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record and, in either event, subject to Section 9.7(a) hereof.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent, or in the Bank Collateral Agent pursuant to the Credit Facility Documents, control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent or the Bank Collateral Agent, as applicable, has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s or the Bank Collateral Agent’s, as applicable, loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly on or before the first Quarterly Update Date following the receipt thereof by such Pledgor notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 5,000,000 individually and $10,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control Control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable recordPaper. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of Control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case maybe, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuing.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform [*****] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent Secured Party thereof and shall take such action as is the Secured Party may reasonably necessary request to vest in the Administrative Agent Secured Party control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent Secured Party has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 [*****] in the aggregate for all Pledgors. At any time The Secured Party agrees with such requirement appliesPledgor that the Secured Party will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures reasonably satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in accordance with Section 9.2 the Secured Party’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate3.5(d) hereto. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as is the Administrative Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 1,000,000 in the aggregate for all Pledgors. At any time The Administrative Agent agrees with such requirement appliesPledgor that the Administrative Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, Closing Date no amount payable under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate). If any amount payable with a face value equal to or less than $500,000 individually under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly within ten (10) Business Days (or such additional time as agreed by the Agent in its reasonable discretion) after obtaining any such asset notify the Administrative Agent thereof and, at the written request (e-mail to suffice) and shall take such action as is reasonably necessary reasonable option of the Agent, subject to the ABL Intercreditor Agreement, vest in the Administrative Agent control under UCC Section 9‑105 or the Uniform Commercial Code of any other relevant jurisdiction, of such Electronic Chattel Paper, control, under Section 7-106 of the UCC or the Uniform Commercial Code of any other relevant jurisdiction, of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement Agent agrees with such Grantor that the Agent will arrange, pursuant to procedures that will not result in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Agent has not been vested Agent’s loss of control within the meaning of the statutes described (other than in the immediately preceding sentencecase of a Permitted Disposition or Permitted Investment), does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under UCC Section 99‑105, UCC Section 7-105 of 106 or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral Collateral, in the aggregate in excess of $500,000, is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 500,000 in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 11 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Collateral Agent thereof and shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all amounts payable evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed $3,000,000 2.5 million in the aggregate for all Pledgors. At any time The Collateral Agent agrees with such requirement appliesPledgor that the Collateral Agent will arrange, the applicable Pledgor shall give notice thereof pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in accordance with Section 9.2 the Collateral Agent’s loss of control, for the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may Pledgor to make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under Section 9-105 of the UCC or or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as is the Collateral Agent may reasonably necessary request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement ; provided that no Grantor shall be required to take any action described above in this clause (b) unless the preceding sentence shall not apply aggregate amount payable to the extent that such amount, together with all amounts payable Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Administrative Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the immediately preceding sentenceCollateral Agent’s loss of control, does not exceed $3,000,000 in for the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof Grantor to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record, provided that such alterations are record permitted under New York UCC Section 9-105 of the UCC or or, as applicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under If any Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper electronic chattel paper or any “transferable record,” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than , such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Agent, shall take such action as is the Agent may reasonably necessary request to vest in the Administrative Agent control of such Electronic Chattel Paper control, under Section §9-105 of the UCC Uniform Commercial Code, of such electronic chattel paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to the extent that such amount, together with all other amounts payable evidenced by Electronic Chattel Paper electronic chattel paper or any transferable record in which the Administrative Agent has not been vested control within the meaning of the statutes described in the immediately preceding sentence, does not exceed this paragraph exceeds $3,000,000 250,000 in the aggregate for all Pledgors. At any time such requirement applies, the applicable Pledgor shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and the Administrative Agent shall not be charged with any knowledge that such requirements are applicable unless such notice has been givenGrantors. The Pledgors may Agent agrees with the Grantors that the Agent will arrange, pursuant to procedures satisfactory to it and so long as such procedures will not result in its loss of control, for the Grantors to make alterations to the Electronic Chattel Paper such electronic chattel paper or transferable record, provided that such alterations are record permitted under Section UCC §9-105 of or, as the UCC or case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 Xxx xx §00 of the Uniform Electronic Transactions ActAct for a party in control to make without loss of control, as determined by the Borrower, and unless an Event of Default has occurred and is continuingcontinuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.