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

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a) promptly notify the Agent thereof and, (b) at the request and option of the Agent, take such action as the Agent may reasonably request to vest in the Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent agrees with the Guarantor that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or any Grantor at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document Electronic Chattel Paper or any “transferrable transferable record,” as that term is defined in each case individually having a face value Section 201 of the Federal Electronic Signatures in excess Global and National Commerce Act, or in Section 16 of $2,500,000 (each a “Material the Uniform Electronic Paper”)Transactions Act as in effect in any relevant jurisdiction and constitute Collateral, the Guarantor such Grantor shall a) promptly notify the Administrative Agent thereof and, (b) at the reasonable request and option of the Administrative Agent, shall use commercially reasonable efforts to take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Material Electronic Paper, under New York UCC Section 9-105 of the Uniform Commercial Code of the State such Electronic Chattel Paper or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such transferable record. The Administrative Agent agrees with the Guarantor such Grantor that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Guarantor Grantor to make alterations to the electronic chattel paper, electronic document Electronic Chattel Paper or transferable record permitted under UXX Xxxxxxx 0New York UCC Section 9-000, XXX Section 7-106, 105 or, as the case may be, Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor such Grantor with respect to such electronic chattel paper, electronic document Electronic Chattel Paper or transferrable transferable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a(i) promptly notify the Agent Lender thereof and, (bii) at the request and option of the AgentLender, take such action as the Agent Lender may reasonably request to vest in the Agent Lender control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent Lender agrees with the Guarantor that the Agent Lender will arrange, pursuant to procedures satisfactory to the Agent Lender and so long as such procedures will not result in the AgentLender’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX XXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a(i) promptly notify the Agent thereof and, (bii) at the request and option of the Agent, take such action as the Agent may reasonably request to vest in the Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent agrees with the Guarantor that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the GuarantorBorrower, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor Borrower shall a(i) promptly notify the Agent Lender thereof and, (bii) at the request and option of the AgentLender, take such action as the Agent Lender may reasonably request to vest in the Agent Lender control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent Lender agrees with the Guarantor Borrower that the Agent Lender will arrange, pursuant to procedures satisfactory to the Agent Lender and so long as such procedures will not result in the AgentLender’s loss of control, for the Guarantor Borrower to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX XXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor Borrower with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a(i) promptly notify the Agent Lender thereof and, (bii) at the request and option of the AgentLender, take such action as the Agent Lender may reasonably request to vest in the Agent Lender control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent Lender agrees with the Guarantor that the Agent Lender will arrange, pursuant to procedures satisfactory to the Agent Lender and so long as such procedures will not result in the AgentLender’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantorany Company, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable "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, in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”)constituting Collateral, the Guarantor such Company shall a) promptly notify the Administrative Agent thereof and, (b) at the request and option of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Material Electronic Papercontrol, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic chattel paper, control, under Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, of such electronic document or control, under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such transferable record. The Collateral Agent agrees with the Guarantor each 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 the Guarantor such Company to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX XXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor such Company with respect to such electronic chattel paper, electronic document or transferrable transferable record. The provisions of this Section 4.5 4.4 relating to electronic documents and “"control” " under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or any Grantor at any time hereafterholds, holds acquires or acquires creates an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value an amount in excess of $2,500,000 5,000,000 individually in any Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall, (each a “Material Electronic Paper”i) if the event giving rise to the obligation under this Section 3.04(c) occurs during the first three fiscal quarters of any fiscal year, on or before the date on which financial statements are required to be delivered pursuant to Section 5.04(b) of the Credit Agreement for the fiscal quarter in which the relevant event occurred or (ii) if the event giving rise to the obligation under this Section 3.04(c) occurs during the fourth fiscal quarter of any fiscal year, on or before the date that is 60 days after the end of such fiscal quarter (or, in the cases of clauses (i) and (ii), such longer period as the Guarantor shall a) Collateral Agent may reasonably agree), promptly notify the Collateral Agent thereof and, (b) 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 of such Material Electronic Paper, under New York UCC Section 9-105 of the Uniform Commercial Code of the State such Electronic Chattel Paper or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such transferable record. The Collateral Agent agrees with the Guarantor 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 the Guarantor Grantor to make alterations to the electronic chattel paper, electronic document Electronic Chattel Paper or transferable record permitted under UXX Xxxxxxx 0UCC Section 9-000, XXX Section 7-106, 105 or, as the case may be, Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor such Grantor with respect to such electronic chattel paper, electronic document Electronic Chattel Paper or transferrable transferable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If As of the Guarantor, now Closing Date no amount payable under or at in connection with any time hereafter, holds or acquires an interest in of the Collateral is evidenced by any electronic chattel paper, any electronic document Electronic Chattel Paper or any “transferrable transferable record,” (as that term is defined in each case individually having Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction). If any amount payable with a face value in excess of $2,500,000 (each a “Material 50,000 individually under or in connection with any of the Collateral shall be evidenced by any Electronic Paper”)Chattel Paper or any transferable record, the Guarantor Grantor acquiring such Electronic Chattel Paper or transferable record shall awithin ten (10) promptly Business Days (or such additional time as agreed by the Agent in its sole discretion) after obtaining any such asset notify the Agent thereof and, (b) at the written request (e-mail to suffice) and sole option of the Agent, take such action as the Agent may reasonably request subject to any applicable Customary Intercreditor Agreement, vest in the Agent control of such Material Electronic Paper, under UCC Section 9-105 of 9‑105 or the Uniform Commercial Code of the State or any other relevant jurisdiction, of such Electronic Chattel Paper, control, under Section 7-106 of the UCC or the Uniform Commercial Code of the State or any other relevant jurisdiction, of such Electronic Chattel Paper or control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such transferable record. The Agent agrees with the Guarantor such Grantor that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures that will not result in the Agent’s loss of controlcontrol (other than in the case of a Permitted Disposition or Permitted Investment), for the Guarantor Grantor to make alterations to the electronic chattel paper, electronic document Electronic Chattel Paper or transferable record permitted under UXX Xxxxxxx 0-000UCC Section 9‑105, XXX UCC Section 7-106, 106 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 an Event of Default has occurred and is continuing or would occur KE 81221769.9 US-DOCS\127475406.10 after taking into account any action by the Guarantor such Grantor with respect to such electronic chattel paper, electronic document Electronic Chattel Paper or transferrable transferable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the GuarantorBorrower, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor Borrower shall a(i) promptly notify the Agent thereof and, (bii) at the request and option of the Agent, take such action as the Agent may reasonably request to vest in the Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent agrees with the Guarantor Borrower that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Guarantor Borrower to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor Borrower with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or any Credit Party at any time hereafter, holds or acquires an interest in any electronic “chattel paper, any electronic document ” or any “transferrable transferable record,” as that term is defined in each case individually having Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction with a face value in excess of $2,500,000 2,500,000, such Credit Party shall promptly (each a “Material Electronic Paper”), but in no event later than the Guarantor shall anext Delivery Date) promptly notify the Administrative Agent in writing thereof and, (b) at the request and option of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control of such Material Electronic Paper, under UCC Section 9-105 of the Uniform Commercial Code of the State such electronic chattel paper or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such transferable record. The Administrative Agent agrees with the Guarantor such Credit Party that the Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Administrative Agent and so long as such procedures will not result in the Administrative Agent’s loss of control, for the Guarantor Credit Party to make alterations to the electronic chattel paper, electronic document paper or transferable record permitted under UXX Xxxxxxx 0UCC Section 9-000, XXX Section 7-106, 105 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 an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor such Credit Party with respect to such electronic chattel paper, electronic document paper or transferrable transferable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a(i) promptly notify the Agent thereof and, (bii) at the request and option of the Agent, take such action as the Agent may reasonably request to vest in the Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent agrees with the Guarantor that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX XXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If any amount, individually or in the Guarantoraggregate, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material 100,000 or payable under or in connection with any of the Collateral is evidenced by any Electronic Paper”)Chattel Paper or any Transferable Record, the Guarantor Pledgor acquiring such Electronic Chattel Paper or Transferable Record shall apromptly and in any event within ten days of the acquisition thereof (or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) promptly notify the Collateral Agent thereof and, (b) at the request and option of the Agent, shall take such action as the Collateral Agent may reasonably request to vest in the Collateral Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code UCC of the State such Electronic Chattel Paper or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicableof such Transferable Record. The Collateral Agent agrees with the Guarantor such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Guarantor Pledgor to make alterations to the electronic chattel paper, electronic document Electronic Chattel Paper or transferable record Transferable Record permitted under UXX Xxxxxxx 0Section 9-000, XXX Section 7-106, 105 of the 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 an Event of Default has occurred and is continuing or would occur after taking into account giving effect to any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdictionalterations.

Electronic Chattel Paper and Transferable Records. If the Guarantor, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor shall a(i) promptly notify the Agent Lender thereof and, (bii) at the request and option of the AgentLender, take such action as the Agent Lender may reasonably request to vest in the Agent Lender control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent Lender agrees with the Guarantor that the Agent Lender will arrange, pursuant to procedures satisfactory to the Agent Lender and so long as such procedures will not result in the AgentLender’s loss of control, for the Guarantor to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0UCC Section 9-000105, XXX UCC Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 4.6 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.

Electronic Chattel Paper and Transferable Records. If the GuarantorBorrower, now or at any time hereafter, holds or acquires an interest in any electronic chattel paper, any electronic document or any “transferrable record,” in each case individually having a face value in excess of $2,500,000 (each a “Material Electronic Paper”), the Guarantor Borrower shall (a) promptly notify the Agent thereof and, (b) at the request and option of the Agent, take such action as the Agent may reasonably request to vest in the Agent control of such Material Electronic Paper, under Section 9-105 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 7-106 of the Uniform Commercial Code of the State or any other relevant jurisdiction, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, as applicable. The Agent agrees with the Guarantor Borrower that the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for the Guarantor Borrower to make alterations to the electronic chattel paper, electronic document or transferable record permitted under UXX Xxxxxxx 0-000, XXX Section 7-106, or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to make without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Guarantor Borrower with respect to such electronic chattel paper, electronic document or transferrable record. The provisions of this Section 4.5 relating to electronic documents and “control” under UCC Section 7-106 apply in the event that the 2003 revisions to Article 7, with amendments to Article 9, of the Uniform Commercial Code, in substantially the form approved by the American Law Institute and the National Conference of Commissioners on Uniform State Laws, are now or hereafter adopted and become effective in the State or in any other relevant jurisdiction.