Electronic Chattel Paper. With respect to each Receivable with respect to which the related Contract constitutes Electronic Chattel Paper, all of the following are true:

Marking of Chattel Paper. No Grantor will create any Chattel Paper without placing a legend on the Chattel Paper acceptable to the Bank indicating that the Bank has a security interest in the Chattel Paper.

Instruments and Tangible Chattel Paper. (i) As of the date hereof, no amounts payable to such Grantor under or in connection with any of the Pledged Collateral are evidenced by any Instrument or Tangible Chattel Paper other than Instruments and Tangible Chattel Paper listed on [Schedule 3] hereof and # each Instrument and each item of Tangible Chattel Paper listed on [Schedule 3] hereof, has been properly endorsed, assigned and delivered to Lender, accompanied by undated instruments of transfer or assignment duly executed in blank; provided that no such endorsement, assignment or delivery will be required until the aggregate value of Instruments and Tangible Chattel Paper exceeds ​, and then in such case all Instruments and Tangible Chattel Paper will be pledged as provided herein. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper and the Grantor acquiring such Instrument or Tangible Chattel Paper shall promptly after receipt thereof by such Grantor) endorse, assign and deliver the same to Lender, accompanied by such undated instruments of transfer or assignment duly executed in blank as Lender may from time to time reasonably specify provided that no such endorsement, assignment or delivery will be required until the aggregate value of Instruments and Tangible Chattel Paper exceeds ​, and then in such case all Instruments and Tangible Chattel Paper will be pledged as provided herein.

Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in [Section 201] of the Federal Electronic Signatures in Global and ​ 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 on [Schedule 3] hereof.

Documents, Instrument, and Tangible Chattel Paper. Set forth on [Schedule 5.21(c)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a description of all Documents, Instruments, and Tangible Chattel Paper of the Loan Parties (including the ​ owning such Document, Instrument and Tangible Chattel Paper and such other information as reasonably requested by the ​).

Accounts which arise from the lease or rental of Equipment Inventory and are evidenced by Chattel Paper, unless Agent’s Lien on the Chattel Paper related to such Account is, if and to the extent required by the Guaranty and Security Agreement, # perfected by possession or by the stamping of notice of Agent’s Lien on such Chattel Paper (if such Chattel Paper is tangible Chattel Paper) or # perfected by control (if such Chattel Paper is electronic Chattel Paper);

all Instruments, Chattel Paper, including electronic chattel paper, and other contracts;

“Instruments” shall mean, collectively, all of each Grantor’s instruments, chattel paper, electronic chattel paper or documents, each as defined in [Article 9] of the Uniform Commercial Code, together with all chattel paper or electronic chattel paper in which any Grantor is deemed by Law to have rights or the power to convey rights.

The Receivables constitute “tangible chattel paper,” “accounts,” “instruments,” “general intangibles” or “electronic chattel paper” (in each case, as defined in the UCC). .

“Related Property” means, with respect to any Loan Asset, the property identified in clauses # – # below, and all accounts, cash and currency, chattel paper, tangible chattel paper, electronic chattel paper, copyrights, copyright licenses, equipment, fixtures, general intangibles, instruments, commercial tort claims, deposit accounts, inventory, investment property, letter-of-credit rights, accessions, proceeds and other property consisting of, arising out of, or related to any of the following (in each case, excluding the Retained Interest and Excluded Amounts):

“Chattel Paper” means any and all chattel paper (as that term is defined in the U.C.C.), whether tangible or electronic, of any Grantor.

Characterization of Receivables. Each Receivable constitutes “tangible chattel paper,” “accounts,” “instruments,” “general intangibles,” or “electronic chattel paper” (in each case, as defined in the UCC).

Chattel Paper/Jurisdictions.

Unless otherwise defined herein, the following terms are used herein as defined in the UCC: Accounts, Account ​, Certificated Security, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Electronic Chattel Paper, Equipment, Farm Products, Fixtures, General Intangibles, Goods, Health-Care-Insurance Receivables, Instruments, Inventory, Letter-of-Credit Rights, Proceeds, Supporting Obligations and Tangible Chattel Paper.

all Documents, Instruments and Chattel Paper;

Instruments. Each Grantor agrees that if any Intercompany Obligations, Accounts or other Collateral in excess of ​, individually, is at any time evidenced by a promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit, any such promissory note, chattel paper, electronic chattel paper or other Instrument or Letter of Credit shall be in form suitable for transfer by delivery (or the granting of “control”). To the extent amounts thereof exceed ​ in the aggregate at any one time, such promissory notes, chattel paper, electronic chattel paper or other Instruments or Letter of Credits shall be promptly delivered to the Administrative Agent to be held as Collateral hereunder, together with appropriate endorsements or other necessary instruments of registration, transfer or assignment, duly executed and in form and substance reasonably satisfactory to the Administrative Agent, and in each case together with such other instruments or documents as the Administrative Agent may reasonably request from time to time.

Schedule #(c) Documents, Instrument, and Tangible Chattel Paper

accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; and

Administrative Agent may from time to time specify, in each case except as Administrative Agent may otherwise agree. At Administrative Agent’s option, each Borrower and Guarantor shall, or Administrative Agent may at any time on behalf of any Borrower or Guarantor, cause the original of any such instrument or chattel paper to be conspicuously marked in a form and manner acceptable to Administrative Agent with the following legend referring to chattel paper or instruments as applicable: “This [chattel paper][instrument] is subject to the security interest of Wells Fargo Capital Finance, LLC and any sale, transfer, assignment or encumbrance of this [chattel paper][instrument] violates the rights of such secured party.”

Schedule #(d)(ii) Electronic Chattel Paper & Letter-of-Credit Rights