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

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may is reasonably request necessary to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 3,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with At any time such requirement applies, the applicable Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory shall give notice thereof to the Administrative Agent in accordance with Section 9.2 of the Credit Agreement and so long as such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to 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 record, provided that such alterations are permitted under UCC Section 9-105 or, as of the case may be, UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of controlAct, as determined by the Borrower, and unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably 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 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 apply not 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 the Administrative Agent has not been vested control within the meaning of the statutes described in this sentence exceeds $500,000 in the aggregate for all Pledgors5,000,000. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Agent's Senior Representative’s (as defined in the Intercreditor Agreement) loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11(a) to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent Secured Party may reasonably 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 this sentence exceeds $500,000 the immediately preceding sentence, does not exceed [*****] in the aggregate for all Pledgors. The Administrative Agent Secured Party agrees with such Pledgor that the Administrative Agent Secured Party will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in the Administrative AgentSecured Party's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9‑105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence the immediately preceding sentence, either (a) does not exceed $5 million individually or (b) is below $5 million individually but exceeds $500,000 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). The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11(a) to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed to the Perfection Certificate (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)3.4(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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of controlAct, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 5,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 8 to the Perfection Certificate or (to ii) whose value does not exceed $500,000 in the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor 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 the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date 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 12 14 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9 105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed to the Perfection Certificate (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)3.4(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 the Administrative Collateral Agent may reasonably 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 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 amount payable on such item of Electronic Chattel Paper or transferable record does not been vested control within the meaning of the statutes described in this sentence exceeds exceed $500,000 in the aggregate for all Pledgors100,000. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9‑105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will will, at the 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 the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless . The Pledgor will not make any such request if an Event of Default has occurred and is continuing 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. No As of the date 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 12 13 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 5,000,000 individually or $10,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as the Collateral Agent has been provided an opinion of counsel satisfactory to the Collateral Agent that such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date 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 12 annexed to the Perfection Certificate (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 Grantor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-9 105 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 Notwithstanding the preceding sentence foregoing, Grantor shall apply not 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 do not been vested control within the meaning of the statutes described in this sentence exceeds exceed $500,000 2,000,000.00 in the aggregate for all PledgorsGrantors. The Administrative Agent agrees with such Pledgor Grantor 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 the Administrative Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-9 105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No If any Grantor at any time holds, acquires or creates an interest in an amount under or in connection with any excess of the Pledged Collateral is evidenced by $5,000,000 individually in 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 12 annexed to (ii) the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as earlier 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 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 10 to the Perfection Certificate (Certificate. Subject 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 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may is reasonably request necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 3,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with At any time such requirement applies, the applicable Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory shall give notice thereof to the Administrative Collateral Agent in accordance with Section 13.2 of the Indenture and so long as the Collateral Agent shall not be charged with any knowledge that such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record record, provided that such alterations are permitted under UCC Section 9-105 or, as of the case may be, UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of controlAct, as determined by the Issuer, and unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest as, in the Administrative reasonable determination of the Collateral Agent, is necessary to grant the Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 extent that such amount does not been vested control within the meaning of the statutes described in this sentence exceeds exceed $500,000 in the aggregate for all Pledgors2,500,000 with respect to such Electronic Chattel Paper or any transferable record. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 and, at the request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 600,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may bemaybe, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date 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 12 11 annexed to the Perfection Certificate (to Certificate. If at any time after the extent required to be listed on the schedules to the Perfection Certificate as payment in full of the date this representation is made or deemed made). If 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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 After the payment in the preceding sentence shall 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 full of the statutes described in this sentence exceeds $500,000 in Revolving Credit Indebtedness and the aggregate for all Pledgors. The termination of the Revolving Credit Documents, the Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Agent Collateral Agent, after the Discharge of First Lien Obligations, control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 and, at the request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 600,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Agent may be reasonably request required in order to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 3,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date 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 12 annexed to the Perfection Certificate (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 recordrecord having a value in excess of $1,000,000, individually, 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Junior-Priority Collateral Agent thereof and shall take such action as the Administrative Agent may reasonably request 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 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Junior-Priority Collateral Agent agrees with such Pledgor Grantor that the Administrative Junior-Priority Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Junior-Priority Collateral Agent and so long as such procedures will not result in the Administrative Junior-Priority Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Uniform Commercial Code Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 10,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor 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 the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will will, at the 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 the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless . The Pledgor will not make any such request if an Event of Default has occurred and is continuing 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. No As of the date 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the 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 Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 8 to the Perfection Certificate (Certificate. Subject 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 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 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 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 UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all PledgorsGrantors. The Subject to the Intercreditor Agreement, the Administrative Agent agrees with such Pledgor 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 the Administrative Agent's ’s (or the ABL/SOA Agent’s, as bailee and collateral agent for the Administrative Agent under the Intercreditor Agreement) loss of control, for the Pledgor Grantors to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor the Grantors with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 8 to the Perfection Certificate (Certificate. Subject 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 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all PledgorsGrantors. The Administrative Subject to the Intercreditor Agreements, the Collateral Agent agrees with such Pledgor the Grantors that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantors to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor the Grantors with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed on or prior to the Perfection Certificate Closing Date (to in the extent required to be listed on the schedules to the Perfection Certificate as case of the date this representation is made or deemed made). If 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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under New York UCC Section 9-105 9‑105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor Grantor 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 the Administrative Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 9‑105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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 12 11 annexed to the Perfection Certificate (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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-9 105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-9 105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed to the Perfection Certificate (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)3.5(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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of controlAct, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 7 to the Perfection Certificate or (to ii) whose value does not exceed $500,000 in the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)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 First Lien Administrative Agent thereof and shall take such action as the First Lien Administrative Agent may reasonably request to vest in the First Lien Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 First Lien Administrative Agent has not been vested control within the meaning of the statutes described in this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The First Lien Administrative Agent agrees with such Pledgor that the First Lien Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the First Lien Administrative Agent and so long as such procedures will not result in the First Lien Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 5,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No amount If any amount, individually or in the aggregate, in excess of $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 12 annexed to the Perfection Certificate (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 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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 8 to the Perfection Certificate or (to ii) whose value does not exceed $500,000 in the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)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 the Administrative Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably 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 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor 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. No 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 12 annexed 4 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 5,000,000 individually and $10,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 7 to the Perfection Certificate or (to ii) whose value does not exceed $500,000 in the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed made)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 the Administrative Agent may reasonably 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 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor 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 the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9‑105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No amount under If any Credit Party, now or at any time hereafter, holds or acquires an interest in connection with any Collateral which is in the form of the Pledged Collateral is evidenced by electronic chattel paper, any Electronic Chattel Paper electronic document or any "“transferable record" (,” as that term is defined in Section 201 of the Federal 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 12 annexed to the Perfection Certificate (each case to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed madeconstituting Collateral (collectively, “Electronic Collateral”). 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 Credit Party shall promptly notify the Administrative Security Agent thereof and, at the request and option of the Security Agent, shall take such action as the Administrative Security Agent may reasonably request to vest in the Administrative Security Agent control control, under UCC Section §9-105 of the UCC of the State or any other relevant jurisdiction, of such Electronic Chattel Paper Collateral, control, under §7-106 of the UCC of the State or any other relevant jurisdiction, of such electronic chattel paper or control under Section 201 of the Federal 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 that Security Agent’s rights to such Electronic Collateral shall be subject to the terms of the Intercreditor Agreement. The requirement in the preceding sentence shall 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Security Agent agrees with such Pledgor each Credit Party that the Administrative Security Agent will arrange, pursuant to procedures satisfactory to the Administrative Security Agent and so long as such procedures will not result in the Administrative Security Agent's ’s loss of control, for the Pledgor such Credit Party to make alterations to the Electronic Chattel Paper electronic chattel paper, electronic document or transferable record permitted under UCC Section 9UCX §0-105 000, XXX §0-000, or, as the case may be, Section 201 of the Federal federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Credit Party with respect to such Electronic Chattel Paper Collateral. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC §7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the UCC, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or transferable recordhereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2,500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 SCHEDULE 12 annexed to the Perfection Certificate (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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper 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; provided that this requirement shall not apply to any such interests in electronic chattel paper or transferable records which have an individual value of $300,000 or less or which, in the aggregate, have a value of $3,000,000 or less. The requirement in the preceding sentence shall 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow alterations without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Agent may reasonably 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 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2.5 million in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9‑105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel -15- 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed to Section 9(a) of the Perfection Certificate (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)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 thereof, unless it is Excluded Property, shall take such action as the Administrative Agent may reasonably 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 this sentence exceeds the immediately preceding sentence, does not exceed [$500,000 1,000,000] in the aggregate for all Pledgors, unless it is Excluded Property. The Administrative Agent agrees with such Pledgor 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 the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9‑105 of the UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably 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 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the 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 12 annexed to the Perfection Certificate (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 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 reasonable option of the Administrative Agent may reasonably request Agent, subject to the ABL Intercreditor Agreement, vest in the Administrative Agent control under UCC Section 99‑105 or the Uniform Commercial Code of any other relevant jurisdiction, of such Electronic Chattel Paper, control, under Section 7-105 106 of the UCC or the Uniform Commercial Code of any other relevant jurisdiction, 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor Grantor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures that will not result in the Administrative Agent's ’s loss of controlcontrol (other than in the case of a Permitted Disposition or Permitted Investment), for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 99‑105, UCC Section 7-105 106 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably 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 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $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. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 11 annexed to the Perfection Certificate (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)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 Collateral Trustee thereof and shall take such action as the Administrative Agent Collateral Trustee may reasonably request to vest in the Administrative Agent Collateral Trustee control under UCC Section 9-105 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 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 Collateral Trustee has not been vested control within the meaning of the statutes described in this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent Collateral Trustee agrees with such Pledgor that the Administrative Agent Collateral Trustee will arrange, pursuant to procedures satisfactory to the Administrative Agent Collateral Trustee and so long as such procedures will not result in the Administrative AgentCollateral Trustee's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 11 annexed to the Perfection Certificate (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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 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 this the immediately preceding sentence exceeds $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 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 the Administrative Collateral Agent or the Intercreditor Agent, as applicable, may reasonably 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 under New York UCC Section 9-105 of such Electronic Chattel Paper 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that Grantor that, after the Administrative Discharge of Senior Lender Claims, 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 the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow alterations without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. No As of the date hereof no amount in the aggregate in excess of $1,000,000 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 12 13 annexed to the Perfection Certificate (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)Certificate. If any amount in the aggregate in excess of $1,000,000 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 acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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" 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 (i) such Electronic Chattel Paper and transferable records listed in Schedule 12 annexed to the Perfection Certificate 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 extent required Controlling Agent pursuant to be listed on Section 3.4(a) or, if the schedules Collateral Agent is not the Controlling Agent, pursuant to the Perfection Certificate as of collateral documents to which the date this representation Controlling Agent is made or deemed made)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 the Administrative Controlling Agent may reasonably request to vest in the Administrative Controlling Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this the immediately preceding sentence exceeds 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 $500,000 10,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that that, upon the Administrative Collateral Agent becoming the Controlling Agent, the 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 the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and, at the request of the Collateral Agent, shall, subject to the terms of the Intercreditor Agreement and shall following the satisfaction of the Discharge Conditions, take such action as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper 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 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 sentence clause (b) exceeds $500,000 in the aggregate for all Pledgors500,000. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as the case may beapplicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No amount If any amount, individually or in the aggregate, in excess of $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 12 11 annexed to the Perfection Certificate (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 recordCertificate, 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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably 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 UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s or the Bank Collateral Agent’s, as applicable, loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordrecord and, in either event, subject to Section 9.7(a) hereof.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of controlcon- trol, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request necessary to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Agent will arrangethat, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to may make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date hereof, no amount under or in connection with any of the Pledged Collateral in excess of $2,000,000 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 2,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Notes Collateral Agent thereof and and, at the request of the Notes Collateral Agent, shall take such action as the Administrative Notes Collateral Agent may reasonably request to vest in the Administrative Notes Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper 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 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 Notes Collateral Agent has not been vested control within the meaning of the statutes described above in this sentence clause (b) exceeds $500,000 in the aggregate for all Pledgors5,000,000. The Administrative Notes Collateral Agent agrees with such Pledgor Grantor that the Administrative Notes Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Notes Collateral Agent and so long as such procedures will not result in the Administrative Notes Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-9- 105 or, as the case may beapplicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and and, at the reasonable request of the Collateral Agent, shall take such action as the Administrative Collateral Agent may reasonably 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 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor 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. 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 12 annexed to the Perfection Certificate (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)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 the Administrative Agent Secured Party may reasonably request to vest in the Administrative Agent Secured Party control under UCC Section 9-105 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 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 this sentence exceeds $500,000 25,000 in the aggregate for all PledgorsGrantors. The Administrative Agent Secured Party agrees with such Pledgor Grantor that the Administrative Agent Secured Party will arrange, pursuant to procedures satisfactory to the Administrative Agent Secured Party and so long as such procedures will not result in the Administrative Agent's Secured Party’s loss of control, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 Control 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 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of controlControl, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC or, as the case may bemaybe, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $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. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date hereof, no amount under or in connection with any of the Pledged Collateral individually or 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 7 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 5,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. 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 12 11 annexed to the Perfection Certificate (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)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 within 5 business days as the Administrative Agent may reasonably request necessary to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds has a fair market value (as determined by the Board of Directors of the Issuer) in excess of $500,000 100,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Agent Collateral Agent, after the Discharge of First Lien Debt, control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No As of the date hereof no amount in the aggregate in excess of $1,000,000 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 12 13 annexed to the Perfection Certificate (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)Certificate. If any amount in the aggregate in excess of $1,000,000 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 acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Administrative Agent thereof and shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (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)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 Collateral Agents thereof and shall take such action as the Administrative Agent Collateral Agents may reasonably request to vest in the Administrative applicable Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 applicable Collateral Agent has not been vested control within the meaning of the statutes described in this sentence exceeds the immediately preceding sentence, does not exceed $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees Collateral Agents agree with such Pledgor that the Administrative Agent Collateral Agents will arrange, pursuant to procedures satisfactory to the Administrative Agent Collateral Agents and so long as such procedures will not result in the Administrative Agent's Collateral Agents' loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 3.4(d) to the Perfection Certificate (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)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 Agent thereof and shall take such action as the Administrative Agent may is reasonably request necessary to vest in grant the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless a Cash Dominion Event or an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)Certificate. If any amount in excess of $500,000 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 (but in any event within five (5) Business Days after acquisition thereof) notify the Administrative Agent thereof and shall use commercially reasonable efforts to take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such Pledgor 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 the Administrative Agent's loss of control, for the such Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 thereof, in writing, and shall take such action as the Administrative Agent may is reasonably request necessary 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 3,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with At any time such requirement applies, the applicable Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory shall give written notice thereof to the Administrative Collateral Agent in accordance with Section 13.2 of the Indenture and so long as the Collateral Agent shall not be charged with any knowledge that such procedures will not result in the Administrative Agent's loss of control, for the Pledgor to requirements are applicable unless such notice has been given. The Pledgors may make alterations to the Electronic Chattel Paper or transferable record record, provided that such alterations are permitted under UCC Section 9-105 or, as of the case may be, UCC or Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of controlAct, as determined by the Issuer, and unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. No amount under Subject to the Intercreditor Agreement, 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Collateral Agent thereof and shall take such action as may be necessary or as the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under New York UCC Section 9-105 of such Electronic Chattel Paper 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 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 sentence clause (b) exceeds $500,000 in the aggregate for all Pledgors15,000,000. The Administrative Collateral Agent agrees with such Pledgor Grantor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and Collateral Agent, so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, and at such Grantor’s reasonable request and sole cost and expense, for the Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 or, as the case may beapplicable, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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 12 annexed to the Perfection Certificate (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 Grantor shall promptly notify the Administrative Agent thereof and, at the request and option of the Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control control, under UCC Section §9-105 of the Uniform Commercial Code, of such Electronic Chattel Paper 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 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 this sentence paragraph exceeds $500,000 250,000 in the aggregate for all PledgorsGrantors. The Administrative Agent agrees with such Pledgor the Grantors that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent it and so long as such procedures will not result in the Administrative Agent's its loss of control, for the Pledgor Grantors to make alterations to the Electronic Chattel Paper such electronic chattel paper or transferable record permitted under UCC Section §9-105 or, as the 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 Act for a party in control to allow make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor Grantor with respect to such Electronic Chattel Paper electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. No As of the Closing 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 12 annexed to the Perfection Certificate (to Certificate. If, after 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 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as of the date this representation is made or deemed to be 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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 to the Perfection Certificate (to the extent required to be listed on the schedules to the Perfection Certificate as or with an aggregate value of the date this representation is made or deemed made)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Control Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Control Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 11 annexed to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control under UCC Section 9-105 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 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 this sentence exceeds $500,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 10 to the Perfection Certificate (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)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 the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Agent agrees with such each Pledgor that the Administrative Agent will arrange, pursuant to procedures satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing 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. No 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 12 annexed 11 (a) to the Perfection Certificate (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)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 the Administrative Collateral Agent may reasonably request to vest in the Administrative Collateral Agent control of such Electronic Chattel Paper under UCC Section 9-105 of such Electronic Chattel Paper 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 this sentence exceeds the immediately preceding sentence, does not exceed $500,000 1,000,000 in the aggregate for all Pledgors. The Administrative Collateral Agent agrees with such Pledgor Xxxxxxx that the Administrative Collateral Agent will arrange, pursuant to procedures satisfactory to the Administrative Collateral Agent and so long as such procedures will not result in the Administrative Collateral Agent's ’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC 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 for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.