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

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate, such 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, under Section 9-105 of the Texas 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 record. The Collateral Agent agrees with 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 Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the Texas 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 make without loss of control, unless a Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper 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 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, such 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 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 the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor 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 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 with a jurisdiction, and the value in aggregate in excess of $2,500,000 individually such Electronic Chattel Paper or “transferable record” equals or exceeds $5,000,000 in aggregateindividually, such 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, Senior Representative control under New York 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 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 AgentSenior Representative’s loss of control, for such the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If As of the date hereof no amount payable under or in connection with any Grantor at of the Collateral is evidenced by any time holds or acquires an interest in 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, 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 jurisdiction with a value in aggregate in excess of $2,500,000 individually transferable record, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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, under ” (within the meaning of Section 9-105 of the Texas UCC, ) of such electronic chattel paper Electronic Chattel Paper or control under “control” (within the meaning of Section 201 of the federal 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 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 the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section 9-105 of the Texas UCC, 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 UETA for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If As of the date hereof no amount payable under or in connection with any Grantor at of the Collateral is evidenced by any time holds or acquires an interest in 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 jurisdiction). If any amount payable under or in connection with a value in aggregate in excess any of $2,500,000 individually the Collateral shall be evidenced by any Electronic Chattel Paper or $5,000,000 in aggregateany transferable record, the Grantor acquiring such Grantor Electronic Chattel Paper or transferable record 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 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 the Grantor to make alterations to the electronic chattel paper such 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 make without loss of controlAct, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest 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 Actamount, individually or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction with a value in aggregate aggregate, in excess of $2,500,000 individually 200,000 or $5,000,000 payable under or in aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option connection with any of the Collateral Agentis evidenced by any Electronic Chattel Paper or any Transferable Record, the Pledgor acquiring such Electronic Chattel Paper or Transferable Record shall promptly and in any event within 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 shall take such action as the Noteholder Collateral Agent may reasonably request to vest in the Noteholder Collateral Agent control, control under Section 9-105 of the Texas UCC, 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 recordTransferable Record. The Noteholder Collateral Agent agrees with such Grantor 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 loss of control, for such Grantor the Pledgor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record Transferable Record permitted under Section 9-105 of the Texas UCC, 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account giving effect to any action by such Grantor with respect to such electronic chattel paper or transferable recordalterations.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in 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 jurisdiction, with a face value greater than (i) individually, $250,000 or (ii) in aggregate in excess of the aggregate, $2,500,000 individually or $5,000,000 in aggregate500,000, such 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 New York 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 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 the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount, individually or in the aggregate, in excess of $100,000 payable under or in connection with any time holds or acquires an interest in of the Pledged Collateral is evidenced by any electronic chattel paper Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the federal Federal Electronic 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 aggregate in excess of $2,500,000 individually jurisdiction), the Pledgor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 is reasonably request necessary 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 such Grantor 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 loss of control, for may make such Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section 9-105 of the Texas UCC, 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 make without loss of controlAct, as determined by the Issuer, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Pledgors with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually in excess of $250,000 or in the aggregate in excess of $1,000,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 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 the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” with an aggregate value in excess of $2,000,000, 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, such Grantor shall promptly (and in any event within 20 days thereafter) notify the Collateral Administrative Agent thereof andand shall, at to the request extent permitted by, and option of subject to the Collateral Agentterms of, shall the Intercreditor Agreement, take such action as the Collateral Agent may reasonably request to vest in the Collateral Administrative Agent control, control under New York UCC Section 9-105 of the Texas UCC, 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 such Grantor 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 loss of control, for such the Grantor to make alterations to the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any 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 with jurisdiction, which has a value in aggregate in excess of $2,500,000 value, individually or in the aggregate, exceeding $5,000,000 in aggregate1,000,000, such 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 New York UCC Section 9-105 of the Texas UCC, 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 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 the Grantor to make alterations to the such 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any such Grantor at any time holds or acquires an interest with a value in excess of $500,000 in 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatethat constitutes Collateral, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option 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, control under Section UCC §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 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 the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section UCC §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 Xxx xx §00 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, that constitutes Collateral, such Grantor shall promptly notify the Notes Collateral Agent thereof and, at subject to the request and option 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, control under New York UCC Section 9-105 of the Texas UCC, 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, to the extent such statutes are applicable. The Notes Collateral Agent agrees with 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 loss of control, for such the Grantor to make alterations to the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $500,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 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 the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor Credit Party at any time holds or acquires an interest in any electronic “chattel paper 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate2,500,000, such Grantor 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 and option 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, control under UCC Section 9-105 of the Texas UCC, 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 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 such Grantor 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 loss of control, for such Grantor the Credit Party to make alterations to the electronic chattel paper or transferable record permitted under UCC Section 9-105 of the Texas UCC, or, as the case may beapplicable, 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Credit Party with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $100,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, upon acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, transferable record the Issuer acquiring such Grantor Electronic Chattel Paper or transferable record 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 such Grantor each 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 's loss of control, for such Grantor the Issuer 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Issuer with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually in excess of $500,000 or in the aggregate in excess of $2,000,000, payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record shall promptly notify the Collateral Administrative Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Administrative Agent may reasonably request deem necessary to vest in the Collateral Administrative 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 Administrative Agent agrees with such Grantor 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 loss of control, for such the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $100,000 payable under or in connection with any time holds or acquires an interest in 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Pledgor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 such Grantor 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 Grantor Pledgor 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any such Grantor at any time holds or acquires an interest with a value in excess of $500,000 in 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatethat constitutes Collateral, such Grantor shall promptly notify the Collateral Agent thereof and, at the request and option 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, control under Section UCC §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 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 the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section 9-UCC §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 Xxx xx §00 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “"transferable record,” " as that term is defined in Section 201 of the federal 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 jurisdiction, with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate1,000,000, such Grantor shall promptly notify the Collateral Agent Trustee thereof and, at the request and option of the Collateral AgentTrustee, shall take such action as the Collateral Agent Trustee may reasonably request to vest in the Collateral Agent control, Trustee control under Section 9-105 of the Texas UCC, UCC 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 Trustee agrees with 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 Agent’s Trustee's loss of control, for such the Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the Texas UCC, UCC or, as the case may be, Section 201 of the federal 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount, individually or in the aggregate, in excess of $500,000 or payable under or in connection with any time holds or acquires an interest in of the Collateral is evidenced by any electronic chattel paper Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the federal Federal Electronic 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 aggregate in excess of $2,500,000 individually jurisdiction), the Pledgor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record shall promptly (and in any event within 45 days after the acquisition thereof) notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, shall take such action as the Collateral Agent may be reasonably request necessary 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 such Grantor Pledgor that the Collateral Agent will arrangepermit, pursuant to procedures satisfactory to the Collateral Agent and procedures, so long as such procedures will not result in the Collateral Agent’s loss of control, for such Grantor the Pledgor 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $500,000 payable under or in connection with any time holds or acquires an interest in of the 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 with jurisdiction, the Grantor acquiring such Electronic Chattel Paper or transferable record shall, on a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatequarterly basis, such Grantor shall promptly notify the Collateral Agent thereof andand shall, at the request and option of the Collateral Agentpromptly, 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 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 the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time any Grantor holds or acquires an interest in any 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 Federal Electronic 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 aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, such Grantor 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 and option 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, under Section 9-105 9‑105 of the Texas UCC, 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 such each 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 loss of control, for such the relevant Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 9‑105 of the Texas UCC, 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 make without loss of controlAct, unless a Default an Acceleration Event has occurred and is continuing or would reasonably be expected to occur after taking into account any action by such 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 Grantor at amount individually in excess of $250,000 or in the aggregate in excess of $1,000,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record shall promptly notify the Collateral Administrative Agent thereof and, at the request and option of the Collateral Agent, 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 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 Administrative Agent agrees with such Grantor 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 loss of control, for such the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal 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 jurisdiction, with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate1,000,000, such Grantor shall promptly notify the Collateral Agent Trustee thereof and, at the request and option of the Collateral AgentTrustee, shall take such action as the Collateral Agent Trustee may reasonably request to vest in the Collateral Agent control, Trustee control under Section 9-105 of the Texas UCC, UCC 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 Trustee agrees with 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 the Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the Texas UCC, UCC or, as the case may be, Section 201 of the federal 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually in excess of $250,000 or in the aggregate in excess of $1,000,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 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 the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $250,000 payable under or in connection with any time holds or acquires an interest in 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Pledgor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 such Grantor 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 Grantor the Pledgor 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor Pledgor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper 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 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, such Grantor shall promptly notify the Collateral Administrative Agent thereof and, at the request and option 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, 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 Administrative Agent agrees with such Grantor 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 loss of control, for such the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable recordcontinuing.

Electronic Chattel Paper and Transferable Records. If any Grantor Obligor, now or at any time hereafter, holds or acquires an interest 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 with a value jurisdiction, in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregateeach case, not constituting Excluded Collateral, such Grantor 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, under Section §9-105 of the Texas UCCUniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor each 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 loss of control, for such Grantor the Obligors to make alterations to the electronic chattel paper or transferable record permitted under Section UCC §9-105 of the Texas UCC, or, as the case may be, Section 201 of the 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 make without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor any Obligor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If As of the date hereof no amount payable under or in connection with any Grantor at of the Collateral is evidenced by any time holds or acquires an interest in 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 jurisdiction). If any amount payable under or in connection with a value in aggregate in excess any of $2,500,000 individually the Collateral shall be evidenced by any Electronic Chattel Paper or $5,000,000 in aggregateany transferable record, the Grantor acquiring such Grantor Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent in writing 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, 9‑105 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 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 the 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, 9‑105 or, as the case may be, Section 201 of the federal 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in 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 jurisdiction, with a face value greater than (i) individually, $250,000 or (ii) in aggregate in excess of the aggregate, $2,500,000 individually or $5,000,000 in aggregate500,000, such 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 New York 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 such Grantor that the Collateral Agent will arrange, pursuant to procedures satisfactory to the Collateral Agent and Required Lenders and so long as such procedures will not result in the Collateral Agent’s loss of control, for such the 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 make allow without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $5,000,000 payable under or in connection with any time holds or acquires an interest in of the 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 with a value in aggregate in excess of $2,500,000 individually jurisdiction, the Grantor acquiring such Electronic Chattel Paper or $5,000,000 in aggregate, such Grantor transferable record 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 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 the 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 of Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss unless an Event of control, unless a Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor the Company, now or at any time hereafter, holds or acquires an interest in any Collateral consisting of 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 aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction, such Grantor the 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, under Section 9-105 of the Texas UCCUniform Commercial Code in effect in such jurisdiction, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor 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 's loss of control, for such Grantor the Company to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the Texas UCC, Uniform Commercial Code 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 make without loss of control, unless a an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor the Company with respect to such electronic chattel paper or transferable record.