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

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000, such Grantor shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender 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 Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,00075,000, such Grantor shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender 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 Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,0002,000,000, such Grantor shall promptly notify the Lender Administrative Agent thereof and, at the reasonable request of the LenderAdministrative Agent, shall take such action as the Lender Administrative Agent may reasonably request to vest in the Lender 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 Lender Collateral Agent agrees with such Grantor that the Lender Collateral Agent will arrangeallow, pursuant to procedures reasonably satisfactory to the Lender Collateral Agent and so long as such procedures will not result in the LenderCollateral Agent’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $250,000 payable under or in connection with any time holds or acquires an interest in of the Collateral shall be evidenced by any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000, the Grantor acquiring such Grantor Electronic Chattel Paper or transferable record shall promptly notify the Lender Collateral Agent thereof and, at the request of the Lender, and shall take such action as the Lender Collateral Agent may reasonably request to vest in the Lender Collateral Agent 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 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 Lender Collateral Agent agrees with such Grantor that the Lender Collateral Agent will arrange, pursuant to procedures satisfactory to the Lender Collateral Agent and so long as such procedures will not result in the LenderCollateral Agent’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the U.S. Uniform Electronic Transactions Act 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.

Electronic Chattel Paper and Transferable Records. If any Grantor at amount individually or in the aggregate in excess of $500,000 payable under or in connection with any time holds or acquires an interest in of the Collateral shall be evidenced by any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000, the Grantor acquiring such Grantor Electronic Chattel Paper or transferable record shall promptly notify the Lender Collateral Agent thereof and, at the request of the Lender, and shall take such action as the Lender Collateral Agent may reasonably request to vest in the Lender Collateral Agent 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 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 Lender Collateral Agent agrees with such Grantor that the Lender Collateral Agent will arrange, pursuant to procedures satisfactory to the Lender Collateral Agent and so long as such procedures will not result in the LenderCollateral Agent’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or of Section 16 of the U.S. Uniform Electronic Transactions Act 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.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000[***], such Grantor shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender 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 Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If the Borrower or any Grantor of the Obligors 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 U.S. Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 ss.16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a value in excess of $100,000, the Borrower or such Grantor Obligors shall promptly notify the Lender Bank thereof in writing and, at the request and sole option of the LenderBank, shall take such action as the Lender Bank may reasonably request to vest in the Lender Bank control under Section 9UCC ss.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 ss.16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Lender Bank hereby agrees with such Grantor the Borrower and the Obligors that the Lender Bank will arrange, pursuant to procedures satisfactory to the Lender Bank in its sole and absolute discretion, and so long as such procedures will not result in the Lender’s Bank's loss of control, for the Grantor Borrower and/or the Obligors to make alterations to the electronic chattel paper or transferable record permitted under Section 9UCC ss.9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 ss.16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow make without loss of control, unless an Event of Default has shall have occurred and is be continuing or would occur unless, after taking into account any action by such Grantor the Borrower and the Obligors with respect to such electronic chattel paper or transferable record, an Event of default would occur.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,0001,000,000, such Grantor shall promptly notify the Lender Trustee thereof and, at the request of the LenderTrustee, shall take such action as the Lender Trustee may reasonably request to vest in the Lender Trustee 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 Lender Trustee agrees with such Grantor that the Lender Trustee will arrange, pursuant to procedures satisfactory to the Lender Trustee and so long as such procedures will not result in the LenderTrustee’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of a Specified Default has occurred and is continuing or would occur after taking into account any action by such Grantor with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If Upon the occurrence and during the continuance of an Event of Default, if any Grantor at any time holds or acquires an interest in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000, such Grantor shall promptly notify the Lender Collateral Agent thereof and, at the request of the LenderCollateral Agent, shall take such action as the Lender Collateral Agent may reasonably request to vest in the Lender Collateral Agent control under Section 9-105 of the New York UCC 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 Lender Collateral Agent agrees with such Grantor that the Lender Collateral Agent will arrange, pursuant to procedures satisfactory to the Lender Collateral Agent and so long as such procedures will not result in the LenderCollateral Agent’s loss of control, for the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Section 9-105 of the New York UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any such action by such Grantor with respect to such electronic chattel paper Electronic Chattel Paper or transferable record.

Electronic Chattel Paper and Transferable Records. If any Grantor at any time holds or acquires an interest in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,00025,000, such Grantor shall promptly notify the Lender thereof and, at the request of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender control under Section 9-105 of the UCC 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 Lender agrees with such Grantor that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If any Grantor determines at any time that it holds or acquires has acquired an interest in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” as that term is defined in Section 201 of the 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, with a value in excess of $100,000, such Grantor shall shall, promptly after making such determination, notify the Lender Administrative Agent thereof and, at the request of the LenderAdministrative Agent, shall take such action as the Lender Administrative Agent may reasonably request to vest in the Lender Administrative Agent control under Uniform Commercial Code Section 9-105 of the UCC 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 Lender Administrative Agent agrees with such Grantor that the Lender Administrative Agent will arrange, pursuant to procedures reasonably satisfactory to the Lender Administrative Agent and so long as such procedures will not result in the LenderAdministrative Agent’s loss of control, for the Grantor to make alterations to the electronic chattel paper Electronic Chattel Paper or transferable record permitted under Uniform Commercial Code Section 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to 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.

Electronic Chattel Paper and Transferable Records. If any Grantor the Borrower now or at any time hereafter holds or acquires an interest in any electronic chattel paper or any “"transferable record,” " as that term is defined in Section 201 of the U.S. Federal federal Electronic Signatures in Global and National Commerce Act, or in Section 16 ss.16 of the U.S. Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, with a value in excess of $100,000, such Grantor the Borrower shall promptly notify the Lender thereof and, at the request and option of the Lender, shall take such action as the Lender may reasonably request to vest in the Lender control control, under Section 9ss.9-105 of the UCC Uniform Commercial Code, 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 ss.16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Lender agrees with such Grantor the Borrower that the Lender will arrange, pursuant to procedures satisfactory to the Lender and so long as such procedures will not result in the Lender’s 's loss of control, for the Grantor Borrower to make alterations to the electronic chattel paper or transferable record permitted under Section UCC ss. 9-105 of the UCC or, as the case may be, Section 201 of the U.S. Federal federal Electronic Signatures in Global and National Commerce Act or Section 16 ss.16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow 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 Borrower with respect to such electronic chattel paper or transferable record.

Electronic Chattel Paper and Transferable Records. If As of the date hereof no amount payable under or in connection with any Grantor at of the Accounts or Inventory is evidenced by any time holds or acquires an interest in any electronic chattel paper Electronic Chattel Paper or any “transferable record,” (as that term is defined in Section 201 of the 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). If any amount payable under or in connection with any of the Accounts or Inventory shall be evidenced by any Electronic Chattel Paper or any transferable record, with a value in excess of $100,000, the Grantor acquiring such Grantor Electronic Chattel Paper or transferable record shall promptly notify the Lender Agent thereof and, at the request of the Lender, and shall take such action as the Lender Agent may reasonably request to vest in the Lender Agent 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 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 Lender Agent agrees with such Grantor that the Lender Agent will arrange, pursuant to procedures reasonably satisfactory to the Lender Agent and so long as such procedures will not result in the LenderAgent’s loss of control, for 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 U.S. Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the U.S. Uniform Electronic Transactions Act for a party in control to allow without loss of controlAct, 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.