Common use of Electronic Chattel Paper Clause in Contracts

Electronic Chattel Paper. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. If any Grantor the Issuer at any time holds or acquires an interest in any Collateral comprised of Electronic Chattel Paper or any “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) in excess of $2,500,000, such Grantor the Issuer shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, and shall take such action as the Term Collateral Agent may reasonably request is necessary to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) Section 4.6 to have such meaning as the Term Collateral Agent shall in good faith reasonably specify in writing after consultation with the CompanyIssuer) 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 Term Collateral Agent agrees with such Grantor the Issuer that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, which may be established to the satisfaction of the Collateral Agent pursuant to the delivery to it by the Issuer of an Officers’ Certificate or an Opinion of Counsel, for such Grantor the Issuer to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Grantor the Issuer with respect to such Electronic Chattel Paper or transferable record.

Electronic Chattel Paper. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the CompanyBorrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term and (other than if such Electronic Chattel Paper constitutes Intercreditor Collateral Agent, for which ABL Liens are outstanding) shall take such action as the Term Collateral Agent may reasonably request is necessary to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (cd) to have such meaning as the Term Collateral Agent shall in good faith reasonably specify in writing after consultation with the CompanyIssuer) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, which may be established to the satisfaction of the Collateral Agent pursuant to the delivery to it by the Grantor of an Officers’ Certificate or an Opinion of Counsel, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the CompanyU.S. Borrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. If any Grantor Grantor, now or at any time hereafter, holds or acquires an interest in any Electronic Chattel Paper Paper, any electronic document 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 having a value of more than $150,000 in excess of any one instance or more than $2,500,000350,000 in the aggregate for all such assets (“Material Electronic Chattel Paper”), such Grantor shall promptly (and in any event within five (5) Business Days after obtaining any such asset) notify the Term Collateral Agent thereof in writing and, at the request and option of the Term Collateral Agent, shall promptly take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control control, under UCC Section 9-105 of the UCC or the Uniform Commercial Code of any other relevant jurisdiction, of such Material Electronic Chattel Paper Paper, control, under Section 7-106 of the UCC or control (to the extent the meaning Uniform Commercial Code of “any other relevant jurisdiction, of such electronic document or control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such each Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper Paper, electronic document or transferable record permitted under UCC UXX Xxxxxxx 0-000, XXX Section 97-105 106, 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 control to allow make without loss of Control or control, as applicable, unless a Default or 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 Paper, electronic document or transferable record.

Electronic Chattel Paper. If any Grantor the Grantor, now or at any time hereafter, holds or acquires an interest in any Electronic Chattel Paper electronic chattel paper, any electronic document 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) in excess jurisdiction having a value of $2,500,00025,000 or more in any one instance or $50,000 or more in the aggregate for all such assets, such the Grantor shall promptly (and in any event within five (5) Business Days after obtaining any such asset) notify the Term Collateral Agent thereof and, at the request and option of the Term Collateral Agent, shall promptly take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control control, under UCC Section 9-105 of the UCC or the Uniform Commercial Code of any other relevant jurisdiction, of such Electronic Chattel Paper electronic chattel paper, control, under Section 7-106 of the UCC or control (to the extent the meaning Uniform Commercial Code of “any other relevant jurisdiction, of such electronic document or control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such the Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such the Grantor to make alterations to the Electronic Chattel Paper electronic chattel paper, electronic document or transferable record permitted under UCC XXX Xxxxxxx 0-000, XXX Section 97-105 106, 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 control to allow make without loss of Control or control, as applicable, unless 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, electronic document or transferable record. The provisions of this Section 4.11 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 New York or in any other relevant jurisdiction.

Electronic Chattel Paper. 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) , in excess of $2,500,0003,000,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the CompanyBorrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. If any Grantor at any time holds or acquires an interest in any Collateral constituting Electronic Chattel Paper or any “transferable record” (”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, and shall take such action as the Term Collateral Agent may reasonably request is necessary to vest in the Term Collateral Agent Control under UCC Section 9-105 of the UCC of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to Section 4.3 shall have such meaning as the Term Collateral Agent shall in good faith reasonably specify in writing after consultation with the CompanyGrantor) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, which may be established to the satisfaction of the Collateral Agent pursuant to the delivery to it by Grantor of an Officers’ Certificate or an Opinion of Counsel, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) , in excess of $2,500,000, 2,500,000 such Grantor shall promptly notify the Term Notes Collateral Agent thereof and, at the request of the Term Notes Collateral Agent, shall take such action as the Term Notes Collateral Agent may reasonably request to vest in the Term Notes Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Notes Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Notes Collateral Agent agrees with such Grantor that the Term Notes Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Notes Collateral Agent and so long as such procedures will not result in the Term Notes Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) , in excess of $2,500,0003,000,000, such Grantor shall promptly notify the Term Collateral Agent Agents thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the CompanyU.S. Borrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at and (subject to the request terms of the Term Collateral Agent, Closing Date Intercreditor Agreement) shall take such action as the Term Collateral Agent may reasonably request is necessary to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (cd) to have such meaning as the Term Collateral Agent shall in good faith reasonably specify in writing after consultation with the CompanyBorrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, which may be established to the satisfaction of the Collateral Agent pursuant to the delivery to it by the Grantor of an Officers’ Certificate or an Opinion of Counsel, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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 ActAct (other than as shall constitute MIA Receivables), or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction constituting Collateral, in each case with a value in excess of $2,500,0001,000,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the CompanyBorrower) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such ITEC ABL Security Agreement procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) , in excess of $2,500,000, 2,500,000 such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) , in excess of $2,500,000, 2,500,000 such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. Section 4.3. Reserved.

Electronic Chattel Paper. 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 SECURITY AGREEMENT Section 201 of the Federal Electronic Signatures in Global and National Commerce ActAct (other than as shall constitute MIA Receivables), or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction constituting Collateral, in each case with a value in excess of $2,500,0001,000,000, such Grantor shall promptly notify the Term Collateral Administrative Agent thereof and, at the request of the Term Collateral Administrative Agent, shall take such action as the Term Collateral Administrative Agent may reasonably request to vest in the Term Collateral Administrative Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (cd) to have such meaning as the Term Collateral Administrative Agent shall in good faith specify in writing after consultation with the CompanyGrantor) 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 Term Collateral Administrative Agent agrees with such Grantor that the Term Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Administrative Agent and so long as such procedures will not result in the Term Collateral Administrative Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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) in excess of $2,500,000, such Grantor shall promptly notify the Term Collateral Agent thereof and, at the request of the Term Collateral Agent, shall take such action as the Term Collateral Agent may reasonably request to vest in the Term Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (c) to have such meaning as the Term Collateral Agent shall in good faith specify in writing after consultation with the Company) 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 Term Collateral Agent agrees with such Grantor that the Term Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Agent and so long as such procedures will not result in the Term Collateral Agent’s loss of Control or control, as applicable, for such the Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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. 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 ActAct (other than as shall constitute MIA Receivables), or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) jurisdiction constituting Collateral, in each case with a value in excess of $2,500,0001,000,000, such Grantor shall promptly notify the Term Collateral Administrative Agent thereof and, at the request of the Term Collateral Administrative Agent, shall take such action as the Term Collateral Administrative Agent may reasonably request to vest in the Term Collateral Administrative Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this paragraph (cd) to have such meaning as the Term Collateral Administrative Agent shall in good faith specify in writing after consultation with the CompanyAdministrative Borrower) 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 Term Collateral Administrative Agent agrees with such Grantor that the Term Collateral Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Term Collateral Administrative Agent and so long as such procedures will not result in the Term Collateral Administrative Agent’s loss of Control or control, as applicable, for such Grantor to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal SECURITY AGREEMENT Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless 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.