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

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall at any time hold or acquire interests 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 $250,000 in the aggregate, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent may reasonably request to vest in the Agent control, under Section 9-105 of the 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 Agent agrees with such Grantor that the Agent shall arrange, pursuant to procedures reasonably satisfactory to the Agent and so long as such procedures will not result in the 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 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, 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.

Appears in 7 contracts

Samples: Guarantee and Collateral Agreement (PNG Ventures Inc), Control Agreement (Earth Biofuels Inc), Control Agreement (Earth Biofuels Inc)

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Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, in excess of $250,000 in the aggregatejurisdiction and constitute Collateral, such Grantor shall promptly notify the Administrative Agent thereof and, at the reasonable request 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, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under New York UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 4 contracts

Samples: Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.), Credit Agreement (YETI Holdings, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal U.S. Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under Section 9-105 of the UCC, UCC of such electronic chattel paper or control under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the federal U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 4 contracts

Samples: Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc), Pledge and Security Agreement (GENTHERM Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, in either case that have a value, individually, in excess of $250,000 in the aggregate500,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 or transferable record permitted under UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 4 contracts

Samples: Lease Agreement (Compass Minerals International Inc), Lease Agreement (Compass Minerals International Inc), Collateral and Guaranty Agreement (Compass Minerals International Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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 fair market value in excess of $250,000 in the aggregate50,000, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the Grantor to make alterations to the electronic chattel paper or transferable record permitted under New York UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 3 contracts

Samples: Security Agreement (Jupitermedia Corp), Security Agreement (Jupitermedia Corp), Security Agreement (Jupitermedia Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Company at any time hold holds or acquire interests 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 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 $250,000 in the aggregate, such Grantor Company shall promptly notify the Agent Director thereof and, upon the occurrence and during the continuance of an Event of Default, at the request of the AgentDirector, shall take such action as the Agent Director may reasonably request to vest in the Agent control, Director Control under Section 9-105 of the UCC, Commercial Code of such electronic chattel paper 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 Agent Director agrees with such Grantor the Company that the Agent shall Director will arrange, pursuant to procedures reasonably satisfactory to the Agent Director and so long as such procedures will not result in the Agent’s Director's loss of controlControl, for such Grantor the Company to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC Commercial Code or, as the case may bemaybe, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 Xxx xx §00 of the Uniform Electronic Transactions ActAct 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 such Grantor the Company with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 3 contracts

Samples: Security Agreement (Guitammer Co), Security Agreement (Guitammer Co), Security Agreement (Guitammer Co)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest constituting Collateral in an amount in excess of $10,000,000 individually 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 2 contracts

Samples: Collateral Agreement (Univision Communications Inc), Collateral Agreement (Univision Holdings, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Maker at any time hold holds or acquire interests 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 $250,000 in the aggregate, such Grantor Maker 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 UCCUniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section § 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor the Maker that the Collateral Agent shall 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 Maker to make alterations to the electronic chattel paper or transferable record permitted under Section UCC § 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 ActAct 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 such Grantor the Maker with respect to such electronic chattel paper or transferable record.

Appears in 2 contracts

Samples: Security Agreement (Evolving Systems Inc), Security Agreement (Evolving Systems Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Grantor at any time hold holds or acquire interests 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 UCC §9-105 of the 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 shall 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 UCC §9-105 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 Xxx xx §00 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 2 contracts

Samples: Credit Agreement (Horizon Global Corp), Credit Agreement (Horizon Global Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper Electronic Chattel Paper or any "transferable record,” " with a principal amount in excess $250,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Pacific Energy Resources LTD), Guarantee and Collateral Agreement (Pacific Energy Resources LTD)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in excess of $2,500,000 in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that such term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §7001, et. seq., or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in excess of $250,000 in the aggregatejurisdiction applicable to such Grantor, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent may reasonably request to vest in the Agent control, control under Section 9-105 of the UCC, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act orAct, as the case may be, Section 16 of or the Uniform Electronic Transactions Act, as so in effect in such jurisdictionthe case may be, of such transferable record. The Agent agrees with such each Grantor that the Agent shall arrange, pursuant to procedures reasonably satisfactory to the Agent and so long as such procedures will not result in the 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 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, unless an no Event of Default has occurred and is continuing or would occur after taking into account any action by the following, the Agent will arrange, pursuant to procedures satisfactory to the Agent and so long as such procedures will not result in Agent’s loss of control under the UCC, the Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as the case may be, for such Grantor with respect to make such electronic chattel paper necessary alterations to the Electronic Chattel Paper or transferable recordrecord as are permitted under the UCC, the Electronic Signatures in Global and National Commerce Act, or the Uniform Electronic Transactions Act, as the case may be.

Appears in 2 contracts

Samples: Security Agreement (GameStop Corp.), Security Agreement (GameStop Corp.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall now or at any time hold hereafter, holds or acquire interests 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 $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent in writing thereof and, at the request and option of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest control in the Agent controlAdministrative Agent, under Section §9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section UCC §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 Xxx xx §00 of the Uniform Electronic Transactions ActAct 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 2 contracts

Samples: Security Agreement (Halozyme Therapeutics, Inc.), Security Agreement (Halozyme Therapeutics, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,having a value in excess of $250,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,” with a value in excess of $400,000 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 or transferable record permitted under UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 2 contracts

Samples: Credit Agreement (Ryan's Restaurant Leasing Company, LLC), Guarantee and Collateral Agreement (Ryan's Restaurant Leasing Company, LLC)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Grantor at any time hold holds or acquire interests 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, in any of the foregoing cases in excess of $250,000 in 25,000, the aggregate, such Grantor shall promptly notify the Security Agent in writing thereof and, at the request of the Security Agent, shall take such action as the Security Agent may reasonably request to vest in the Security Agent control, control of such Electronic Chattel Paper under Section 9-105 of the UCCUCC or, as the case may be, control of such electronic chattel paper or control transferable record under Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, or Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Security Agent agrees with such the Grantor that the Security Agent shall arrange, pursuant to procedures reasonably satisfactory to the Security Agent and so long as such procedures will not result in the Security Agent’s 's loss of control, for such the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record (which alternations are permitted under Section 9-105 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 ActAct 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 such the Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record. With respect to any such Collateral in the possession or within the control of the Security Agent, the Grantor waives any restriction or obligation imposed on the Security Agent by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Appears in 1 contract

Samples: Security and Pledge Agreement (Genesys Sa)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, in excess of $250,000 in the aggregate, such Grantor shall promptly (and in any event within 20 days thereafter) notify the Administrative Agent thereof and, at the request of the Agent, and shall take such action as the Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: First Lien Guarantee and Collateral Agreement (Jda Software Group Inc)

Electronic Chattel Paper and Transferable Records. If such GrantorSubject to the terms of the DLL Intercreditor Agreement, together with the other Grantors, shall if any Company at any time hold holds or acquire interests 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 $250,000 in the aggregate, such Grantor Company shall promptly notify the Agent Investor thereof and, at the request and option of the AgentInvestor, shall take such action as the Agent Investor may reasonably request to vest in the Agent Investor control, under Section § 9-105 of the UCCUniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section § 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Agent Investor agrees with such Grantor each Company that the Agent shall Investor will arrange, pursuant to procedures reasonably satisfactory to the Agent Investor and so long as such procedures will not result in the AgentInvestor’s loss of control, for such Grantor Company to make alterations to the electronic chattel paper or transferable record permitted under Section UCC § 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 ActAct 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 such Grantor Company with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Security Agreement (Emtec Inc/Nj)

Electronic Chattel Paper and Transferable Records. If such GrantorExcept as otherwise provided in Section 7(a), together with the other Grantors, shall if any Grantor at any time hold holds or acquire interests 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 $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 each Grantor that the Collateral Agent shall 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 each Grantor to make alterations to the electronic chattel paper or transferable record permitted under 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 ActAct 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 such Grantor with respect to such electronic chattel paper or transferable recordcontinuing.

Appears in 1 contract

Samples: Security Agreement (Reliant Resources Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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 $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the AgentCollateral 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 UCCUniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor the Grantors that the Collateral Agent shall 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 Grantors to make alterations to the electronic chattel paper or transferable record permitted under Section UCC §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 Xxx xx §00 of the Uniform Electronic Transactions ActAct 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 such Grantor the Grantors with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Assumption Agreement (Rainmaker Systems Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Grantor at any time hold holds or acquire interests 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, in excess of $250,000 in the aggregate) that constitutes Collateral, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent may reasonably request to vest in the Agent control, control under Section UCC §9-105 of the 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 Agent agrees with such Grantor that the Agent shall will arrange, pursuant to procedures reasonably satisfactory to the Agent and so long as such procedures will not result in the Agent’s loss of control, for such the Grantor to make alterations to the electronic chattel paper such Electronic Chattel Paper or transferable record permitted under Section UCC §9-105 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 Xxx xx §00 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 1 contract

Samples: Foreign Facility Guarantee and Collateral Agreement (Horizon Global Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,having a value in excess of $250,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.. (e)

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (DENNY'S Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at ------------------------------------------------- any time hold holds or acquire interests 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 (S)16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 9UCC (S)9-105 of the 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 (S)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 shall 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 or transferable record permitted under Section 9UCC (S)9-105 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 (S)16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Security Agreement (Western Auto Supply Co/)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record"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 of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 or transferable record permitted under UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Diagnostic Pathology Management Services Inc)

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Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request (acting in accordance with Section 7.01(b)) to vest in the Collateral Agent control, control under New York UCC Section 9-105 of the 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 shall will arrange, pursuant to customary procedures reasonably satisfactory to the 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 or transferable record permitted under UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Collateral Agreement (Symmetry Holdings Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Debtor at any time hold holds or acquire interests 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 each case, having a value in excess of $250,000 in the aggregate100,000, such Grantor Debtor shall promptly notify the Agent Lender thereof and, at the request and option of the AgentLender, shall take such action as the Agent Lender may reasonably request to vest in the Agent Lender control, under Section 9-105 of the UCCCode, 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 Agent Lender agrees with such Grantor Debtor that the Agent shall Lender will arrange, pursuant to procedures reasonably satisfactory to the Agent Lender and so long as such procedures will not result in the AgentLender’s loss of control, for such Grantor Debtor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 of the UCC Code or, as the case may be, Section 201 of the federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to make without loss of control, unless an Event of a Default has occurred and is continuing or would occur after taking into account any action by such Grantor Debtor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Pledge and Security Agreement (HNR Acquisition Corp.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” ”, as that term is defined in Section 201 of the federal Federal Electronic Signatures in Global and National Commerce Act, Act or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a value in excess of $100,000 individually or $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable recordcontinuing.

Appears in 1 contract

Samples: Pledge and Security Agreement (Internap Network Services Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall Company at any time hold holds or acquire interests 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 $250,000 in the aggregate, such Grantor Company shall promptly notify the Agent Lender thereof and, at the request of the AgentLender, shall take such action as the Agent Lender may reasonably request to vest in the Agent Lender control, under Section 9-105 of the UCCUniform Commercial Code, of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdictionJurisdiction, of such transferable record. The Agent Lender agrees with such Grantor the Company that the Agent shall Lender will arrange, pursuant to procedures reasonably satisfactory to the Agent Lender and so long as such procedures will not result in the Agent’s Lender's loss of control, for such Grantor the Company 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 ActAct 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 such Grantor the Company with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Security Agreement (Syndicated Food Service International Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall at any time hold or acquire interests 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 $250,000 1,000,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, under Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such Grantor to make alterations to the electronic chattel paper or transferable record permitted under 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, 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.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Spanish Broadcasting System Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall at any time hold any Grantor holds or acquire interests 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, in excess of $250,000 in the aggregate, such Grantor it shall promptly notify the Administrative Agent thereof and, at promptly and in any event within 15 Business Days (or such later date as the request of the AgentAdministrative Agent may agree in its sole discretion), shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, under Section 9-105 of the 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 Administrative Agent agrees with such each Grantor that the Administrative Agent shall 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 such the relevant Grantor to make alterations to the electronic chattel paper or transferable record permitted under Section 9-105 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, unless an Acceleration Event of Default has occurred and is continuing or would reasonably be expected to occur after taking into account any action by such the relevant Grantor with respect to such electronic chattel paper or transferable record. With respect to any such Collateral in the possession or within the control of the Administrative Agent, each Grantor waives any restriction or obligation imposed on the Administrative Agent by Sections 9-207(c)(1), 9-207(c)(2) and 9-208 of the NYUCC.

Appears in 1 contract

Samples: Security Agreement (Medpace Holdings, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,having a value in excess of $25,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 '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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Dennys Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, in each case having an individual value in excess of $250,000 in the aggregate250,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the written request 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 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 shall will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for such the Grantor to make alterations to the electronic chattel paper such Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 of the 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable recordcontinuing.

Appears in 1 contract

Samples: First Lien Guarantee and Collateral Agreement (Itc Deltacom Inc)

Electronic Chattel Paper and Transferable Records. If such GrantorAs of the date hereof, together no amount under or in connection with any of the other Grantors, shall at Collateral is evidenced by any time hold or acquire interests 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, in excess ) other than such Electronic Chattel Paper and transferable records listed on Schedule 4 hereof. Each Grantor will maintain all (i) Electronic Chattel Paper so that the Administrative Agent has control of $250,000 the Electronic Chattel Paper in the aggregate, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent may reasonably request to vest manner specified in the Agent control, under Section 9-105 of the UCC, of such electronic chattel paper or UCC and (ii) all transferable records so that the Administrative 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 '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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 1 contract

Samples: Guaranty and Security Agreement (Galaxy Gaming, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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 face amount in excess of $250,000 in the aggregate100,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Deltek, Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,” with a value in excess of $200,000 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 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 shall 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 or transferable record permitted under UCC Section 9-105 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 ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Buffets Holdings, Inc.)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests 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, jurisdiction evidencing an amount in excess of $250,000 in the aggregate100,000, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to allow alterations without loss of control, 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.

Appears in 1 contract

Samples: Domestic Security Agreement (Indalex Holdings Finance Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,having a value in excess of $10,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Dennys Corp)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold or acquire any interests in any electronic chattel paper Electronic Chattel Paper or any “transferable recordrecords,” 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 of each case, in an individual amount exceeding $250,000 in the aggregate500,000, such Grantor shall promptly notify the Collateral Agent thereof and, at the request 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 New York UCC §9-105 of the 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 each such Grantor that the Collateral Agent shall 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 to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section New York UCC §9-105 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 Xxx xx §00 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Ssa Global Technologies, Inc)

Electronic Chattel Paper and Transferable Records. If such Grantor, together with the other Grantors, shall any Grantor at any time hold holds or acquire interests acquires an interest in any electronic chattel paper or any “transferable record,having a value in excess of $25,000, 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, in excess of $250,000 in the aggregate, such Grantor shall promptly notify the Administrative Agent thereof and, at the request of the Administrative Agent, shall take such action as the Administrative Agent may reasonably request to vest in the Administrative Agent control, control under New York UCC Section 9-105 of the 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 Administrative Agent agrees with such Grantor that the Administrative Agent shall 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 such the 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 Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions ActAct for a party in control to 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 such Grantor with respect to such electronic chattel paper or transferable record.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Dennys Corp)

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