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 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,” (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 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 Guarantor 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, such Grantor Guarantor shall promptly notify the Collateral Agent thereof and, at the request and option of the Collateral Agent, subject to the terms of the Intercreditor Agreement, 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, to the extent such statutes are applicable. The Collateral Agent agrees with such Grantor Guarantor 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 the Guarantor 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 Guarantor 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,” 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 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 any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” with an aggregate value in excess of $500,000, 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 15 days thereafter) 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 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 recordcontinuing.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest amount, individually in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 excess of the federal Electronic Signatures in Global and National Commerce Act, $250,000 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 500,000, or $5,000,000 payable under or in aggregateconnection with any of the Collateral is evidenced by any Electronic Chattel Paper or any Transferable Record, the Pledgor acquiring such Grantor Electronic Chattel Paper or Transferable 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 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 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 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 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 immediately 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 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 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 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 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 Obligor 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 ss.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 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 9ss.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 ss.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 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 Grantor any of Obligors to make alterations to the electronic chattel paper or transferable record permitted under Section 9UCC ss.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 ss.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 any of the Obligors 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 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 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 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 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 As of the date hereof, no amount 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregatejurisdiction) other than such Electronic Chattel Paper and transferable records listed on Schedule 3.04(d) hereof. Subject to the Noteholder Intercreditor Agreement, such each Grantor shall promptly notify will maintain all (i) Electronic Chattel Paper so that the Collateral Agent thereof and, at the request and option has control of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to vest Electronic Chattel Paper in the Collateral Agent control, under manner specified in Section 9-105 of the Texas UCC, of such electronic chattel paper or UCC and (ii) all transferable records so that the Collateral Agent has control under Section 201 of the federal Electronic Signatures transferable records in Global and National Commerce Act or, as the case may be, manner specified in Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of the jurisdiction governing 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 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 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 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, such the Grantor 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 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 Lender agrees with such 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 AgentLender’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 the 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 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 As of the date hereof, no amount under or in connection with any Grantor at of the Pledged 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 with a value in aggregate in excess of $2,500,000 individually or $5,000,000 in aggregate, jurisdiction) other than such Electronic Chattel Paper and transferable records listed on Schedule 3 hereof. Each Grantor shall promptly notify the Collateral Agent thereof and, at the request and option will maintain all (i) Electronic Chattel Paper so that Lender has Control 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 Electronic Chattel Paper and (ii) all transferable records so that Lender has Control 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 recordrecords. The Collateral Agent Lender agrees with such Grantor 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 controlControl, 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 for a party in control Control to make allow without loss of controlControl, 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.