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

Electronic Chattel Paper and Transferable Records. 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," 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 any Pledgor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $250,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount amount, individually or in the aggregate, in excess of $100,000 or payable under or in connection with any of the Pledged Collateral shall be 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), the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly (and in any event within 10 days of the acquisition thereof) notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper 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 jurisdictionjurisdiction with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control control, under UCC Section 9-105 of the Texas UCC, of such Electronic Chattel Paper 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. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 of the Texas UCC, 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 a Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount (i) individually in excess of $100,000 or, (ii) together with all amounts payable evidenced by any Electronic Chattel Paper or transferable record as to which control was not previously given to the Collateral Agent, in excess of $250,000 in the aggregate for all Grantors, in each case payable under or in connection with any of the Pledged Collateral Collateral, 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, . Such Grantor shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent for the benefit of the Secured Parties 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 Collateral Agent agrees with each Pledgor that will arrange for the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 Act, as applicable, that a party in control to may 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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," 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof andand shall, at the request of on an annual basis (unless earlier requested by the Collateral Agent), shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any "“transferable record," ” (to the extent the value of such Electronic Chattel Paper or “transferable record” held by such Grantor exceeds $250,000 individually), as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor with respect to such electronic chattel paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in an amount payable under or in connection with any excess of the Pledged Collateral shall be evidenced by $10,000,000 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the First-Lien Collateral Agent thereof and, at the request of the First-Lien Collateral Agent, shall take such action as the First-Lien Collateral Agent may reasonably request to vest in the First-Lien 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 First-Lien Collateral Agent agrees with each Pledgor such Grantor that the First-Lien Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the First-Lien Collateral Agent and so long as such procedures will not result in the First-Lien Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, which has a value, individually or in the Pledgor acquiring aggregate, exceeding $1,000,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and subject to the terms and provisions of the Intercreditor Agreement, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the Grantor 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 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any "“transferable record," ” as that such 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, the Pledgor acquiring and such Electronic Chattel Paper interest is included in Article 9 Collateral and valued at $2,500,000 or Transferable record more, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of the New York UCC of such Electronic Chattel Paper or control under Section 201 Exhibit F to Credit Agreement 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and such Grantor and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the New York 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, and the Pledgor acquiring value of such Electronic Chattel Paper or Transferable record “transferable record” equals or exceeds $5,000,000 individually, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent Senior Representative 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's Senior Representative’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount amount, individually or in the aggregate, in excess of $200,000 or payable under or in connection with any of the Pledged Collateral shall be 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 jurisdictionTransferable Record, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Record shall promptly and in any event within ten (10) days of the acquisition thereof (or such later date as may be agreed to in writing by the Noteholder Collateral Agent in its sole discretion) notify the Noteholder Collateral Agent in writing thereof and, at the request of the Collateral Agent, and shall take such action as the Noteholder Collateral Agent may reasonably request to vest in the Noteholder Collateral Agent control under UCC Section 9-105 of the UCC 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 recordTransferable Record. The Noteholder Collateral Agent agrees with each such Pledgor that the Noteholder Collateral Agent will arrange, pursuant to procedures satisfactory to the Noteholder Collateral Agent and so long as such procedures will not result in the Noteholder Collateral Agent's ’s loss of control, for such the Pledgor to make alterations to the Electronic Chattel Paper or transferable record 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 giving effect to any action by any Pledgor with respect to such electronic chattel paper or transferable recordalterations.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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 a value in excess of $1,000,000 (or $2,000,000 in the aggregate). If any amount payable under or in connection with any of the Collateral with a value in excess of $1,000,000 (or $2,000,000 in the aggregate) shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly (in any event within 30 days of its acquisition or such longer period as the Agent may reasonably agree) notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent Lender thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent Lender may reasonably request to vest in the Collateral Agent Lender 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 Collateral Agent Lender agrees with each Pledgor such Grantor that the Collateral Agent Lender will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent Lender and so long as such procedures will not result in the Collateral Agent's Lender’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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, Act or in Section 16 of the Uniform UETA). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Transactions Act as in effect in Chattel Paper or any relevant jurisdictiontransferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC “control” (within the meaning of Section 9-105 of the UCC) of such Electronic Chattel Paper or control under “control” (within the meaning of Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, UETA) of such transferable record. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor 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 UETA 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any excess of the Pledged Collateral shall be evidenced by $1,000,000 in any Electronic Chattel Paper or any "“transferable record," ” as that such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001, et. seq., or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdictionjurisdiction applicable to such Grantor, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal UCC, the Electronic Signatures in Global and National Commerce Act orAct, as the case may be, Section 16 of or the Uniform Electronic Transactions Act, as so in effect in such jurisdictionthe case may be, of such transferable record. The Collateral Agent agrees with each Pledgor Grantor that so long as no Event of Default has occurred and is continuing or would occur after taking into account the following, the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of controlcontrol under the UCC, the Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as the case may be, for such Pledgor Grantor to make such necessary alterations to the Electronic Chattel Paper or transferable record as are permitted under UCC Section 9-105 orthe UCC, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act 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 any Pledgor with respect to such electronic chattel paper or transferable recordas the case may be.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, with a face value greater than (i) individually, $250,000 or (ii) in the Pledgor acquiring aggregate, $500,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If such Grantor at any amount payable under time holds or acquires an interest with a value in connection with any excess of the Pledged Collateral shall be evidenced by $500,000 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 jurisdictionjurisdiction that constitutes Collateral, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take take, to the extent legally permissible, such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 Xxx xx §00 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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," 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent Trustee thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent Trustee may reasonably request to vest in the Collateral Agent 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 Ele c-tronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent Trustee agrees with each such Pledgor that the Collateral Agent Trustee will arrange, pursuant to procedures satisfactory to the Collateral Agent Trustee and so long as such procedures will not result in the Collateral AgentTrustee's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount payable under or in connection with any of the Pledged Collateral shall be 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 6 to the Perfection Questionnaire. 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 exceeds $20,000 individually and $75,000 in the aggregate, the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $15,000,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount payable under or in connection with any of the Pledged Collateral shall be 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 11 to the Perfection 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 transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall use commercially reasonable efforts to take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent Agent, after the Discharge of First Lien Term 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If the Company, now or at any amount payable under time hereafter, holds or acquires an interest in connection with any Collateral consisting of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Company shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control control, under UCC Section 9-105 of the Uniform Commercial Code in effect in such Electronic Chattel Paper 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. The Collateral Agent agrees with each Pledgor the Company that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the Company to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under UCC Section 9-105 of the Uniform Commercial Code 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 any Pledgor the Company with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring in each case, securing or evidencing an obligation in excess of $500,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the 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 without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, the Pledgor acquiring in each case having an individual value in excess of $250,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the written request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent, acting as gratuitous bailee of the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s (or, prior to the Discharge of First Lien Obligations, to the First Lien Collateral Agent’s, acting as gratuitous bailee of the Collateral Agent) loss of control, for such Pledgor the Grantor to make alterations to the 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 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 any Pledgor with respect to such electronic chattel paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. If After the Discharge of First Lien Obligations, if any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral AgentAgent at any time following the Discharge of First Lien Obligations, shall take such action as the Collateral Agent may reasonably request (however, the Collateral Agent shall not be required to request) to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor with respect to such electronic chattel paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. If any amount amount, individually or in the aggregate, in excess of $100,000 or payable under or in connection with any of the Pledged Collateral shall be 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 jurisdictionTransferable Record, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Record shall promptly and in any event within ten Business Days of the acquisition thereof (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of the UCC 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 recordTransferable Record. The Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such the Pledgor to make alterations to the Electronic Chattel Paper or transferable record 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 giving effect to any action by any Pledgor with respect to such electronic chattel paper or transferable recordalterations.

Electronic Chattel Paper and Transferable Records. 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," 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, the Pledgor upon acquiring such Electronic Chattel Paper or Transferable transferable record the Issuer acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor Issuer that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the Issuer 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 any Pledgor such Issuer with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring that constitutes Collateral, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Notes Collateral Agent thereof and, at subject to the request terms of the Collateral AgentIntercreditor Agreement, shall take such action as the Collateral Agent may reasonably request be necessary or advisable to vest in the 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 be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record, to the extent such statutes are applicable. The Notes Collateral Agent agrees with each Pledgor such Grantor that the Notes Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Notes Collateral Agent and so long as such procedures will not result in the Notes Collateral Agent's ’s loss of control, for such Pledgor the 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 without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount payable under or in connection with any of the Pledged Collateral shall be is evidenced by any Electronic Chattel Paper or any "“transferable record," ” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection Certificate. If any amount in excess of $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 transferable record shall promptly notify the Collateral Administrative Agent thereof and, at the request of the Collateral Agent, and shall use commercially reasonable efforts to take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral 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 Collateral Administrative Agent agrees with each such Pledgor that the Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Administrative Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount individually in excess of $500,000 or together with all amounts payable evidenced by any Electronic Chattel Paper or transferable record not previously pledged pursuant to the terms of this Section 4.05(c) to the Collateral Trustee in excess of $1,000,000 in the aggregate for all Grantors payable under or in connection with any of the Pledged Collateral 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent Trustee thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent Trustee may reasonably request to vest in the Collateral Agent 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 Collateral Agent Trustee agrees with each Pledgor such Grantor that the Collateral Agent Trustee will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent Trustee and so long as such procedures will not result in the Collateral Agent's Trustee’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount payable under or in connection with any of the Pledged Collateral shall be 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 11 to the Perfection 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 transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall use commercially reasonable efforts to take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Credit Party at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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 jurisdictionjurisdiction with a value in excess of $2,500,000, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Credit Party shall promptly (but in no event later than the next Delivery Date) notify the Collateral Administrative Agent in writing thereof and, at the request of the Collateral Administrative Agent, shall take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral Administrative Agent control under 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 Collateral Administrative Agent agrees with each Pledgor such Credit Party that the Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Administrative Agent and so long as such procedures will not result in the Collateral Administrative Agent's ’s loss of control, for such Pledgor the Credit Party 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 any Pledgor such Credit Party with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any excess of the Pledged Collateral shall be evidenced by $2,500,000 in any Electronic Chattel Paper or any "“transferable record," ” as that such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001, et. seq., or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdictionjurisdiction applicable to such Grantor, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal UCC, the Electronic Signatures in Global and National Commerce Act orAct, as the case may be, Section 16 of or the Uniform Electronic Transactions Act, as so in effect in such jurisdictionthe case may be, of such transferable record. The Collateral Agent agrees with each Pledgor Grantor that so long as no Event of Default has occurred and is continuing or would occur after taking into account the following, the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of controlcontrol under the UCC, the Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as the case may be, for such Pledgor Grantor to make such necessary alterations to the Electronic Chattel Paper or transferable record as are permitted under UCC Section 9-105 orthe UCC, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act 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 any Pledgor with respect to such electronic chattel paper or transferable recordas the case may be.

Electronic Chattel Paper and Transferable Records. If any amount payable under or in connection with any of the Pledged Security Agreement Collateral 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent Senior Representative (as defined in the Intercreditor Agreement) 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; provided, however, that the Grantors shall not be required to comply with this Section 4.04(d) unless and until such time as the aggregate fair value of all such Electronic Chattel Paper and “transferable records” held by them, taken together, equals or exceeds $5,000,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's Senior Representative’s (as defined in the Intercreditor Agreement) loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If the Subsidiary Guarantor at any amount payable under time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any which constitutes Electronic Chattel Paper 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 jurisdictionjurisdiction applicable to the Subsidiary Guarantor, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Subsidiary Guarantor shall promptly notify the Collateral Administrative Agent thereof and, at the request of the Collateral Administrative Agent, shall take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral Administrative Agent control under UCC Section 9-105 of the Uniform Commercial Code 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. The Collateral Administrative Agent agrees with each Pledgor the Subsidiary Guarantor that the Collateral Administrative Agent will arrange, pursuant to procedures satisfactory to the Collateral Administrative Agent and so long as such procedures will not result in the Collateral Administrative Agent's loss of control, for such Pledgor the Subsidiary Guarantor 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 federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Transaction 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 any Pledgor the Subsidiary Guarantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under New York 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If the Company, now or at any amount payable under time hereafter, holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper or any "transferable record," evidencing accounts or related to or arising from any other Collateral, 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Company shall promptly notify the Collateral Agent Lender thereof and, at the request and option of the Collateral AgentLender, shall take such action as the Collateral Agent Lender may reasonably request to vest in the Collateral Agent control Lender 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 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 Collateral Agent Lender agrees with each Pledgor the Company that the Collateral Agent Lender will arrange, pursuant to procedures satisfactory to the Collateral Agent Lender and so long as such procedures will not result in the Collateral AgentLender's loss of control, for such Pledgor the Company 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 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 any Pledgor the Company with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any excess of the Pledged Collateral shall be evidenced by $1,000,000 in any Electronic Chattel Paper or any "transferable record," as that such term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001, et. seq., or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdictionjurisdiction applicable to such Grantor, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of such Electronic Chattel Paper or control under Section 201 of the Federal UCC, the Electronic Signatures in Global and National Commerce Act orAct, as the case may be, Section 16 of or the Uniform Electronic Transactions Act, as so in effect in such jurisdictionthe case may be, of such transferable record. The Collateral Agent agrees with each Pledgor Grantor that so long as no Event of Default has occurred and is continuing or would occur after taking into account the following, the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of controlcontrol under the UCC, the Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as the case may be, for such Pledgor Grantor to make such necessary alterations to the Electronic Chattel Paper or transferable record as are permitted under UCC Section 9-105 orthe UCC, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act 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 any Pledgor with respect to such electronic chattel paper or transferable recordas the case may be.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount in excess of $3,000,000, individually or in the aggregate, payable under or in connection with any of the Pledged Collateral shall be 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). If any amount in excess of $3,000,000, individually or in the aggregate, payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of controlControl, for such Pledgor the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of controlControl, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof, no amount payable under or in connection with any of the Pledged Collateral shall be 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 11 to the Perfection 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 transferable record shall promptly notify the Collateral Administrative Agent thereof and, at the request of the Collateral Agent, and shall use commercially reasonable efforts to take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral 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 Collateral Administrative Agent agrees with each such Pledgor that the Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Administrative Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and subject to the rights of the Notes Agent under the Intercreditor Agreement, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-9 105 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.. Exhibit L

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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 a face amount in excess of $5,000,000 individually, other than such Electronic Chattel Paper or transferrable record listed in Schedule II hereto. If, after the date hereof, any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record with a face value in excess of $5,000,000 individually, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at if requested by the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and such Grantor and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount amount, individually or in the aggregate, in excess of $100,000 payable under or in connection with any of the Pledged Collateral shall be 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), the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may is reasonably request necessary to vest in the 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 Collateral Agent agrees with each Pledgor that the Collateral Agent will arrangePledgors, pursuant to procedures satisfactory not adverse to the Collateral Agent or the Secured Parties and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for may make 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 controlAct, as determined by the Issuer, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Pledgors with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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," ” 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic 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, the Pledgor acquiring in each case in an amount greater than $250,000 such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-105 of such Electronic 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic electronic Chattel Paper or “transferable record record” (as defined above) 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 could reasonably be expected to occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper Chattel Paper or “transferable record.”

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Security Agent thereof and, at the request of the Collateral Security Agent, and subject to the rights of the Term Loan Agent and Permitted Notes Agent under the Intercreditor Agreement, shall take such action as the Collateral Security Agent may reasonably request to vest in the Collateral Security 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 Collateral Security Agent agrees with each Pledgor such Grantor that the Collateral Security Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Security Agent and so long as such procedures will not result in the Collateral Security Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. 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," 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such 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 any such Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Credit Party at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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 jurisdictionjurisdiction with a value in excess of $5,000,000, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Credit Party shall promptly (but in no event later than the next Delivery Date) notify the Collateral Administrative Agent in writing thereof and, at the request of the Collateral Administrative Agent, shall take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral Administrative Agent control under 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 Collateral Administrative Agent agrees with each Pledgor such Credit Party that the Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Administrative Agent and so long as such procedures will not result in the Collateral Administrative Agent's ’s loss of control, for such Pledgor the Credit Party 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 any Pledgor such Credit Party with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under or in connection with any Borrower hereby represents and warrants to Lender that as of the Pledged Collateral shall be evidenced by date hereof, Borrower has no interest in 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. If Borrower at any time holds or acquires an interest in electronic chattel paper or any "transferable record", the Pledgor acquiring such Electronic Chattel Paper or Transferable record Borrower shall promptly notify the Collateral Agent Lender thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent Lender may reasonably request to vest in the Collateral Agent control Lender control, under UCC Section 9-105 of the UCC, 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 Collateral Agent agrees with each Pledgor Borrower that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral AgentLender's loss of control, for such Pledgor Borrower to make alterations to the Electronic Chattel Paper 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 any Pledgor Borrower with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount individually in excess of $500,000 or in the aggregate in excess of $2,000,000, payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any "“transferable record," ” 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request is necessary to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, at the written request of such Grantor and pursuant to procedures satisfactory analogous to the Collateral Agent procedures being used pursuant to the Credit Facility Security Agreement (or, if the Discharge of Credit Agreement Obligations has occurred, procedures determined by such Grantor to be necessary) and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper With respect to all 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, Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) now or hereafter acquired by or arising in favor of the Borrower, and having a value in excess of $50,000 individually or $250,000 in the aggregate with all other such electronic chattel paper, the Pledgor acquiring such Electronic Chattel Paper or Transferable record shall Borrower will promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall will take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 “control” (as defined in the UCC) of such Electronic Chattel Paper electronic chattel paper or control “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 Collateral Agent agrees with each Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Borrower to make alterations to the Electronic Chattel Paper any such electronic chattel paper or transferable record permitted under 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 Act, for a party in control to allow make without loss of control, unless provided that the Collateral Agent shall not be required to permit such alterations if an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor the Borrower with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in an amount payable under or in connection with any excess of the Pledged Collateral shall be evidenced by $10,000,000 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Second-Lien Collateral Agent thereof and, at the request of the Second-Lien Collateral Agent, shall take such action as the Second-Lien Collateral Agent may reasonably request to vest in the Second-Lien 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 Second-Lien Collateral Agent agrees with each Pledgor such Grantor that the Second-Lien Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Second-Lien Collateral Agent and so long as such procedures will not result in the Second-Lien Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount individually or in the aggregate 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," 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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 a value in excess of $1,000,000 (or $2,000,000 in the aggregate). If any amount payable under or in connection with any of the Collateral with a value in excess of $1,000,000 (or $2,000,000 in the aggregate) shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly (in any event within 30 days of its acquisition or such longer period as the Agent may reasonably agree) notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 9105 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 9105 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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, ). If any amount payable under or in connection with any of the Pledgor acquiring such Collateral shall be evidenced by any Electronic Chattel Paper or Transferable record any transferable record, the Grantor shall promptly notify the Collateral Agent Lender thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent Lender may reasonably request to vest in the Collateral Agent Lender 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 Collateral Agent Lender agrees with each Pledgor the Grantor that the Collateral Agent Lender will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent Lender and so long as such procedures will not result in the Collateral Agent's Lender’s loss of control, for such Pledgor the 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 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 any Pledgor the Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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 jurisdictionjurisdiction (other than Excluded Property), other than up to $25,000,000 in aggregate value for all such electronic chattel paper or transferable records, such Grantor shall, before the Pledgor later of (i) the date that is thirty days after acquiring such Electronic Chattel Paper or Transferable record investment property and (ii) the next Quarterly Compliance Date, shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall promptly take such action as the Collateral Agent may reasonably request to vest in 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, in each case in excess of such threshold. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring in an amount exceeding $1,000,000 such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under NY 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under NY 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If the Borrower or the Guarantor at any amount payable under time holds or acquires an interest in connection with any of the Pledged Collateral 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 (the "Electronic Signatures Act"), or in Section 16 of the Uniform Electronic Transactions Act ("UETA") as in effect in any relevant jurisdiction, the Pledgor acquiring such Electronic Chattel Paper Borrower or Transferable record the Guarantor shall promptly notify the Collateral Agent Lender thereof and, at the request and option. of the Collateral AgentLender, shall take such action as the Collateral Agent Lender may reasonably request to vest in the Collateral Agent control Lender control, under UCC Section 9-105 of the Code, of such Electronic Chattel Paper or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions ActUETA, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent Lender agrees with each Pledgor the Borrower or the Guarantor that the Collateral Agent Lender will arrange, pursuant to procedures satisfactory to the Collateral Agent Lender and so long as such procedures will not result in the Collateral AgentLender's loss of control, for such Pledgor the Borrower or the Guarantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC said 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 UETA for a party in control to allow make without loss of control, unless an a Default or Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor the Borrowers or the Guarantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If the Borrower at any amount payable under time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Borrower shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor the Borrower that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Borrower 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 without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor the Borrower with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper or transferable record permitted under New York 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent in writing thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Credit Party at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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 jurisdictionjurisdiction with a value in excess of $500,000, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Credit Party shall promptly (but in no event later than the next Delivery Date) notify the Collateral Administrative Agent in writing thereof and, at the request of the Collateral Administrative Agent, shall take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral Administrative Agent control under 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 Collateral Administrative Agent agrees with each Pledgor such Credit Party that the Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Administrative Agent and so long as such procedures will not result in the Collateral Administrative Agent's ’s loss of control, for such Pledgor the Credit Party 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 any Pledgor such Credit Party with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper or any "transferable record," as that term is defined in Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Pledgor acquiring with a value in excess of $1,000,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent Trustee thereof and, at the request of the Collateral AgentTrustee, shall take such action as the Collateral Agent Trustee may reasonably request to vest in the Collateral Agent Trustee control under UCC Section 9-105 of the UCC 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 Collateral Agent Trustee agrees with each Pledgor such Grantor that the Collateral Agent Trustee will arrange, pursuant to procedures satisfactory to the Collateral Agent Trustee and so long as such procedures will not result in the Collateral AgentTrustee's loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $5,000,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, which has a value, individually or in the Pledgor acquiring aggregate, exceeding $1,000,000, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's loss of control, for such Pledgor the Grantor 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 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Obligor, now or at any time hereafter, holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper 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, the Pledgor acquiring in each case, not constituting Excluded Collateral, such Electronic Chattel Paper or Transferable record Obligor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral 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 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 Collateral Agent agrees with each Pledgor of the Obligors that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Obligors 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 federal Electronic Signatures in Global and National Commerce Act or Section 16 Axx 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 any Pledgor Obligor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If at any amount payable under time any Grantor holds or acquires an interest in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper electronic chattel paper or any "“transferable record," ” with a value in excess of $5,000,000, 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record it shall promptly notify the Collateral Administrative Agent thereof and, at promptly and in any event within 15 Business Days (or such later date as the request of the Collateral AgentAdministrative Agent may agree in its sole discretion), shall take such action as the Collateral Administrative Agent may reasonably request to vest in the Collateral Administrative Agent control control, under UCC Section 9-105 9‑105 of the UCC, 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 Collateral Administrative Agent agrees with each Pledgor Grantor that the Collateral Administrative Agent will shall arrange, pursuant to procedures satisfactory to the Collateral Administrative Agent and so long as such procedures will not result in the Collateral Administrative Agent's ’s loss of control, for such Pledgor the relevant Grantor to make alterations to the Electronic Chattel Paper 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 controlAct, unless an Acceleration Event of Default has occurred and is continuing or would reasonably be expected to occur after taking into account any action by any Pledgor the relevant Grantor with respect to such electronic chattel paper or transferable record. With respect to any such Collateral in the possession or within the control of the Administrative Agent, each Grantor waives any restriction or obligation imposed on the Administrative Agent by Sections 9‑207(c)(1), 9‑207(c)(2) and 9‑208 of the NYUCC.

Electronic Chattel Paper and Transferable Records. If any amount amount, individually or in the aggregate, in excess of $100,000 or payable under or in connection with any of the Pledged Collateral shall be 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 jurisdictionTransferable Record, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Record shall promptly and in any event within ten days of the acquisition thereof (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under UCC Section 9-105 of the UCC 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 recordTransferable Record. The Collateral Agent agrees with each such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such the Pledgor to make alterations to the Electronic Chattel Paper or transferable record 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 giving effect to any action by any Pledgor with respect to such electronic chattel paper or transferable recordalterations.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring in each case constituting Collateral, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under New York UCC Section 9-9 105 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral 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, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in the 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 beapplicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record; provided that no Grantor shall be required to take any action described above in this clause (b) unless the aggregate amount payable to the Grantors evidenced by Electronic Chattel Paper or any transferable record in which the Collateral Agent has not been vested control within the meaning of the statutes described above in this clause (b) exceeds $500,000. The Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under New York 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount individually or in the aggregate in excess of $5,000,000 payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any "“transferable record," ” 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, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any amount payable under Grantor at any time holds or acquires an interest in connection with any of the Pledged Collateral shall be 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, the Pledgor acquiring in each case constituting Collateral, such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest in 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 such 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 any Pledgor such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any As of the date hereof no amount payable under or in connection with any of the Pledged Collateral shall be 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). If any amount payable under or in connection with any of the Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor Grantor acquiring such Electronic Chattel Paper or Transferable transferable record shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, and shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control under 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the Grantor to make alterations to the such 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 controlAct, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If such Grantor at any amount payable under time holds or acquires an interest with a value in connection with any excess of the Pledged Collateral shall be evidenced by $500,000 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 jurisdictionjurisdiction that constitutes Collateral, the Pledgor acquiring such Electronic Chattel Paper or Transferable record Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take take, to the extent legally permissible, such action as the Collateral Agent may reasonably request to vest in the 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 Collateral Agent agrees with each Pledgor such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent's ’s loss of control, for such Pledgor the 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 Section 16 Xxx xx §00 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 any Pledgor such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.