Common use of As to Receivables Clause in Contracts

As to Receivables. (a) Such Grantor will: (i) keep its chief executive office and the office(s) where it keeps its Records concerning the Receivables, and all originals of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) hold and preserve such Records concerning the Receivables; and (iv) permit representatives of Chase, at reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and photocopy extracts from) such Records. (b) Such Grantor shall have the right to collect, demand, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Event of Default shall have occurred and be continuing. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest in such Chattel Paper.

Appears in 1 contract

Samples: Security Agreement (Sterling Chemicals Inc)

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As to Receivables. (a) Such Each Grantor will: (i) shall keep its chief place of business and chief executive office and the office(s) office where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))evidence Receivables, located at the address(es) set forth location therefor specified in Section 3.2 and Schedule B. Each Grantor shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) hold and preserve such Records concerning the Receivables; records and (iv) chattel paper and shall permit representatives of Chase, the Guarantor at reasonable times and intervals and upon reasonable notice any time during normal business hours to inspect (and photocopy extracts from) make abstracts from such Recordsrecords and chattel paper, to test the Receivables and to make inquiries of the obligors of the Receivables. (b) Such Except as otherwise provided in this section 7(b), each Grantor shall have the right continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on such Grantor under the Receivables. In connection with such collections, each Grantor may take (and, at the Guarantor's direction, shall take) such action as such Grantor or the Guarantor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Guarantor shall have the right at any time after occurrence of a Default (regardless of whether the Obligations have been accelerated), upon written notice to such Grantor of its intention to do so, to, subject to the consent of the Banks and generally to the First Security Agreement, notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Guarantor and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Guarantor and, upon such notification and at the expense of such Grantor, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. After receipt by either Grantor of the notice from the Guarantor referred to in the proviso to the preceding sentence, and subject to consent of the Banks and the First Security Agreement, (i) all amounts and proceeds (including instruments) received by such Grantor in respect of the Receivables shall be received in trust for the benefit of the Guarantor hereunder, shall be segregated from other funds of such Grantor and shall be forthwith paid over to Guarantor in the same form as so received (with any necessary endorsement) to be held as cash collateral in the Cash Collateral Account and applied as provided by section 16(b), and (ii) such Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon that is material or outside the ordinary course of such Grantor's business. No account party or obligor under a Receivable shall have any duty to inquire whether a Default has occurred before making payments directly to the Guarantor. After the occurrence of a Default or an Event of Default, the Guarantor may settle or adjust disputes and claims directly with its customers the obligors of the Receivables for amounts and account debtors, handle returns on terms which the Guarantor considers advisable and recoveries in all such cases only the net amounts received by the Guarantor in payment of such amounts (after deduction of any amounts payable under section 17) need be applied to the Obligations. Each Grantor shall fully cooperate with the Guarantor's efforts to collect the Receivables including notifying and grant discounts, credits and allowances with respect instructing the parties obligated on them to Receivables in make payment to the ordinary course of business so long as no Event of Default shall have occurred and be continuingGuarantor rather than either Grantor. (c) Such Grantor will New M-Tech shall comply fully with its obligations under the Kmart Contract, the WCI License Agreement and any other agreements included in the Receivables or Related Contracts and shall refrain from any act or omission that would interfere with, or in any manner prevent, the Guarantor's obtaining the full benefits of any of the Receivables and Related Contracts. Without the prior written consent of the Guarantor, New M-Tech shall not create modify or amend the Kmart Contract or the WCI License Agreement (or any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest other material agreement included in such Chattel Paperthe Receivables or Related Contracts) and shall not release any party liable thereunder.

Appears in 1 contract

Samples: Indemnification & Liability (Newtech Corp)

As to Receivables. The Debtors agree that with respect to any Receivables: (a) Such Grantor will: (i) keep its chief executive office and Unless the office(s) where it keeps its Records concerning Debtors have theretofore given the ReceivablesSecured Party written notice to the contrary, as of the time any Receivable becomes subject to the security interest provided for hereby, the Debtors shall be deemed to have warranted as to each and all originals of such Receivables that each Receivable and all Chattel Paper which evidences Receivables papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered by the Debtors to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Debtors to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually owing from the account debtor, is not subject to any setoffs or deductions (other than Chattel Paper normal trade discounts) or any counter-claim or other defense on the part of such account debtor; that no such Receivable is evidenced by any note unless such instrument or chattel paper has theretofore been endorsed and delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) hold and preserve such Records concerning the ReceivablesSecured Party; and (iv) permit representatives that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of Chase, at reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and photocopy extracts from) such Recordswhich the same arose. (b) Such Grantor Except as otherwise provided in this subsection (b), the Debtors shall continue to collect, at their own expense, all amounts due or to become due the Debtors under the Receivables. The Secured Party shall have the right at any time following an Event of Default and during its continuance to notify any and all account debtors of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Debtors thereunder directly to the Secured (c) The proceeds of the Receivables so transmitted to the Secured Party or such designee bank may be handled and administered by the Secured Party in and through a remittance or similar account at the Secured Party and the Debtors acknowledges that the maintenance of such an account by the Secured Party is solely for the Secured Party's own convenience and that the Debtors do not have any right, title or interest in such remittance or similar account or any amounts at any time credited thereto. Except to the extent that the Secured Party may from time to time in its sole discretion release proceeds to the Debtors for use in its business, all proceeds received by the Secured Party shall be applied to the payment of the Obligations (whether or not it shall then be due) such application to be made at such intervals and in such manner as the Secured Party may determine, but not less often than once each week. The Secured Party need not apply or give credit for any item included in such proceeds until the Secured Party has received final payment thereof at its office in cash or solvent credit accepted by it as such. The Debtors shall accompany each transmission of proceeds to the Secured Party with a report in such form as the Secured Party shall require identifying the particular Receivables to which such proceeds apply. Upon the occurrence of an Event of Default, at the request of the Secured Party, the Debtors will enter into such lock box arrangements for payments of Receivables as the Secured Party shall request. (d) Upon the occurrence of an Event of Default and during its continuance, the Secured Party shall have the right in its own name or in the name of the Debtors to demand, collect, demand, receive, receipt for, sue forxxx, xxxpound compound and give acquittances acquittance for any and all amounts due or to become due on the Receivables and settle and adjust disputes and claims with its customers and account debtorsto endorse the name of the Debtors on all commercial paper given in payment or partial payment thereof and, handle returns and recoveries and grant discountsin addition, credits and allowances with respect to Receivables in may upon the ordinary course occurrence of business so long as no an Event of Default shall have occurred and be continuing. (c) Such Grantor will not create during its continuance, in its discretion, file any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable claim or take any other action or proceeding which the Secured Party may deem necessary or appropriate to Chase indicating that Chase has a protect and preserve and realize upon the security interest of the Secured Party in such Chattel Paperthe Receivables and the proceeds thereof.

Appears in 1 contract

Samples: Security Agreement (Chrysalis International Corp)

As to Receivables. (a) Such Grantor will: Each Securing Party shall keep the Receivables (iexcept the originals of all chattel paper which evidences such Receivables, which after the Senior Indebtedness that is secured by such Receivables is paid in full and the commitments to advance loans thereunder have been terminated, shall promptly deliver to the Secured Party) keep at its chief place of business and chief executive office and the office(s) office where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth location therefor specified in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, Schedule II hereto or, upon 30 days' prior written notice to Chasethe Secured Party, at such other locations in a jurisdiction where all actions action required by the first sentence of Section 4.6 5 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) Receivables. Such Securing Party will hold and preserve such Records concerning the Receivables; records and (iv) will permit representatives of Chase, at reasonable times and intervals and upon reasonable notice during normal business hours the Secured Party to inspect (and photocopy extracts from) make abstracts from such Recordsrecords. (b) Such Grantor Except as otherwise provided in this subsection (b), each Securing Party shall have the right continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on to such Securing Party under the Receivables. In connection with such collections, such Securing Party may take (and, at the discretion of the Secured Party, shall take) such action as such Securing Party or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Secured Party shall have the right at any time, upon the occurrence and during the continuance of a Default upon written notice to such Securing Party of its intention to do so, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Securing Party thereunder directly to the Secured Party and, upon such notification and at the expense of such Securing Party, to enforce collection of any such Receivables, and to adjust, settle and adjust disputes and claims with its customers and account debtorsor compromise the amount or payment thereof, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course same manner and to the same extent as such Securing Party might have done. After receipt by such Securing Party of business so the notice from the Secured Party referred to in the proviso to the preceding sentence and as long as no Event there is a Default, (1) all amounts and proceeds (including instruments) received by such Securing Party in respect of Default the Receivables shall have occurred be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of such Securing Party and shall be continuingforthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral, or be applied as provided by Section 13(b), as determined by the Secured Party, and (2) such Securing Party shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon, other than any discount allowed for prompt payment. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest in such Chattel Paper.

Appears in 1 contract

Samples: Security Agreement (Futurelink Corp)

As to Receivables. (a) Such Grantor will: (ishall keep its place(s) keep of business and its chief executive office and the office(s) where it keeps its Records books and records (including those concerning the Receivables, ) and all originals original copies of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))the Distribution Agreements and the License Agreements located, located in each case, at the address(es) set forth its address specified in Section 3.2 and shall keep its other places Item A of business at the addresses set forth in Section 3.2Schedule I, or, upon 30 days' prior written notice to ChaseGrantee, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 4.4 shall have been taken with respect to the Receivables Receivables, the Distribution Agreements and such other Collateralthe License Agreements; (ii) not change its name, corporate identity, jurisdiction name or its state or place of incorporation or organization or federal taxpayer identification number except upon 30 days' prior written notice to ChaseGrantee; (iii) and hold and preserve such Records concerning the Receivables; books and (iv) permit representatives of Chase, at reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and photocopy extracts from) such Recordsrecords. (b) Such Except as otherwise provided in this subsection (b), until an Event of Default has occurred and is continuing, Grantor shall have the right continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on Receivables Grantor under the Vita Licensing Agreements, the Distribution Agreements and settle and adjust disputes and claims the License Agreements. In connection with its customers and account debtorssuch collections, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as provided no Event of Default shall have occurred and be continuing. (c) Such , Grantor will not create may take such action as Grantor may deem necessary or advisable to enforce collections pursuant to the Vita SPC License Agreement or the applicable Distribution Agreement or License Agreement. At any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable time after an Event of Default has occurred and is continuing, Grantee shall have the right to Chase indicating that Chase has a notify the account debtors or obligors under any Receivables of the security interest of Grantee in such Chattel PaperReceivables to Grantee and to direct such account debtors or obligors to make payment to Grantee of any amounts due or to become due thereunder and enforce collection of any of the Receivables by suit or otherwise and surrender, release or exchange all or any part thereof, or adjust, settle or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. If an Event of Default has occurred and is continuing, upon the request of Grantee, Grantor will, at its own expense, notify any parties obligated on any of the Receivables to make payment to Grantee of any amounts due or to become due thereunder, and in such event, Grantee is authorized to endorse, in the name of Grantor, any item representing any payment on or other proceeds of any of the Receivables.

Appears in 1 contract

Samples: Security Agreement (Orthovita Inc)

As to Receivables. (a) Such Grantor will: (i) Subject to Section 10.3(b), the Debtor and each Subsidiary shall keep its place(s) of business and chief executive office and the office(s) where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))evidenced Receivables, located at its chief executive office of the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2Debtor or such Subsidiary, or, upon 30 days' prior written notice to Chasethe Secured Party, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 10.7 shall have been taken with respect to the Receivables and such other CollateralReceivables; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number name except upon 30 days' prior written notice to Chasethe Secured Party; (iii) hold and preserve such Records concerning the Receivablesrecords and chattel paper; and (iv) permit representatives of Chase, the Secured Party at reasonable times and intervals and upon reasonable notice any time during normal business hours to inspect (and photocopy extracts from) make abstracts from such Recordsrecords and chattel paper. (b) Such Grantor Until such time as the Secured Party shall have notify the right Debtor or any of its Subsidiaries that a Default of the nature referred to in Section 6(ix) or (x) of the Note, Stock Purchase and Warrant Agreement or an Event of Default has occurred and is continuing, the Debtor and each Subsidiary shall, in accordance with its customary business practices, continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on to it under the Receivables; provided, however, that the Secured Party shall have the right, at any time after notice to the Debtor or the Subsidiary from the Secured Party that a Default of the nature referred to in Section 6(ix) or (x) of the Note, Stock Purchase and Warrant Agreement or an Event of Default has occurred and is continuing, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Debtor or such Subsidiary thereunder directly to the Secured Party and, upon such notification and at the expense of the Debtor or such Subsidiary, to enforce collection of any such Receivables, and to adjust, settle or compromise the amount or payment thereof, in the same manner and adjust disputes to the same extent as the Debtor or such Subsidiary might have done. After delivery to the Debtor or the Subsidiary of the notice from the Secured Party referred to above: (i) all amounts and claims proceeds (including instruments) received by the Debtor or the Subsidiary in respect of any Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Debtor or such Subsidiary, and shall be forthwith paid over to the Secured Party in the same form as so received (with its customers any necessary endorsements) to be held as cash collateral and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables applied as provided by Section 13; and (ii) except in the ordinary course of business so long as no business, neither the Debtor, nor any Subsidiary shall, without the consent of the Secured Party, adjust, settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. After the occurrence and during the continuance of an Event of Default Default, (A) the Secured Party may in its own name or in the name of others communicate with account debtors in order to verify with them to the Secured Party `s satisfaction the existence, amount and terms of any Receivables and (B) the Secured Party shall have occurred the right, at the Debtor's expense, to make test verifications of the Receivables in any manner and be continuingthrough any medium that it considers advisable, and the Debtor agrees to furnish all such assistance. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest in such Chattel Paper.

Appears in 1 contract

Samples: Security Agreement (Ge Investment Private Placement Partners Ii LTD Partnership)

As to Receivables. (a) Such Grantor will: (i) The Grantor will (A) keep its chief place of business and chief executive office and the office(s) where it keeps its Records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))constitute Accounts Receivable, located at the address(eslocation(s) set forth specified in Section 3.2 paragraph 4(a) hereof, and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to (B) maintain and preserve complete and accurate records concerning the Receivables and such other Collateral; the proceeds thereof. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not change its namedisputed, corporate identityand except for such normal cash discount is not subject to any setoffs, jurisdiction credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of organization all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in EXHIBIT "A" hereto attached; and that no surety bond was required or federal taxpayer identification number except upon 30 days’ prior written given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to Chase; believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) hold and preserve such Records concerning Bank shall have the Receivables; and (iv) permit representatives privilege at any time upon its request, of Chase, at inspection during reasonable times and intervals and upon reasonable notice during normal business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to inspect (said Receivables and photocopy extracts from) such Records. (b) Such Grantor inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but, prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank and the Grantor shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said account or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its Main Office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) After the occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, demand, receive, receipt for, sue xxx, compound and give acquittance for, xxxpound and give acquittances for any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Event of Default shall have occurred and be continuingproceeds thereof. (cv) Such Grantor will not create from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any Chattel Paper without placing time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will mark xxx books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest report in such Chattel Paperform as Bank may require in order to identify the Receivables to which such proceeds apply.

Appears in 1 contract

Samples: Security Agreement (Pam Transportation Services Inc)

As to Receivables. (a) Such the Grantor will: (i) shall keep its chief place of business and chief executive office and the office(s) where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))evidence Receivables, located at the address(eslocation(s) set forth therefor specified in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, EXHIBIT A or, upon 30 days' prior written notice to Chasethe Secured Party, at such other locations location(s) in a jurisdiction where all actions action required by the first sentence of Section 4.6 SECTION 4 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) Receivables. The Grantor will hold and preserve such Records concerning the Receivables; records and (iv) chattel paper and will permit representatives of Chase, the Secured Party at reasonable times and intervals and upon reasonable notice any time during normal business hours to inspect (and photocopy extracts from) make abstracts from such Recordsrecords and chattel paper. (b) Such Except as otherwise provided in this SUBSECTION (b) or SECTION 8.1 of the Loan Agreement, the Grantor shall have the right continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, during the continuation of an Event of Default, at the Secured Party's direction, shall take) such action as the Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; PROVIDED, HOWEVER, that the Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to notify the Account Debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such Account Debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Secured Party and, upon such notification and at the expense of the Grantor, to enforce collection of any such Receivables, and to adjust, settle and adjust disputes and claims with its customers and account debtorsor compromise the amount or payment thereof, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of business the notice from the Secured Party referred to in the PROVISO to the preceding sentence and during the continuation of an Event of Default, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by SECTION 13(b), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest in such Chattel Paper.

Appears in 1 contract

Samples: Security Agreement (Phoenix Racing Inc)

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As to Receivables. (a) Such Grantor will: (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the office(slocation(s) where it keeps its Records specified in paragraph 4(a) hereof, and (B) maintain and preserve complete and accurate records concerning the Receivables, and all originals of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to the Receivables and such other Collateral; chattel paper. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable that is necessary to support the Borrowing Base (as defined in the Loan Agreement) meets the criteria of an Acceptable Account and such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not change its namedisputed, corporate identityand except for such normal cash discount is not subject to any setoffs, jurisdiction credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of organization all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in EXHIBIT "A" hereto attached; and that no surety bond was required or federal taxpayer identification number except upon 30 days’ prior written given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to Chase; believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) hold and preserve such Records concerning Bank shall have the Receivables; and (iv) permit representatives privilege at any time upon its request, of Chase, at inspection during reasonable times and intervals and upon reasonable notice during normal business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to inspect (said Receivables and photocopy extracts from) such Records. (b) Such Grantor inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time, after an Event of Default, to notify any and all account debtors to make payment thereof directly to Bank; but to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Upon the occurrence of an Event of Default, except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank under the terms hereof shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its Main Office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. Grantor will accompany each transmission of proceeds of Receivables to Bank with a report in such form as Bank may require in order to identify the Receivables to which such proceeds apply. (iv) Upon the occurrence of an Event of Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, demand, receive, receipt for, sue xxx for, xxxpound compound and give acquittances for acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Event of Default shall have occurred and be continuingproceeds thereof. (cv) Such Grantor will from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be, including but not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable limited to Chase indicating that Chase has a the execution of financing statements necessary to perfect the Bank's security interest in the Collateral. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment as security or other form of identification in the form required by Bank of all Receivables at any time included under this Security Agreement, together with such Chattel Paperother evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement.

Appears in 1 contract

Samples: Security Agreement (Universal Truckload Services, Inc.)

As to Receivables. (a) Such Grantor will: (i) FPF shall keep its chief place of business and chief executive office and the office(s) office where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth location therefor specified in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, 4(a) or, upon 30 days' prior written notice to Chasethe Lender and the Trustee, at such any other locations in a jurisdiction where all actions action required by the first sentence of Section 4.6 5 shall have been taken with respect to the Receivables Receivables. FPF and such other Collateral; (ii) not change its namethe Trustee, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) hold and preserve such Records concerning the Receivables; records and (iv) shall permit representatives of Chasethe Lender and the Trustee, at reasonable times and intervals and upon reasonable notice any time during normal business hours to inspect (and photocopy extracts from) make abstracts from such Recordsrecords. (b) Such Grantor Except as otherwise provided in this subsection (b), FPF shall have the right continue to collect, demandor shall cause the collection of, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on to FPF under the Receivables. In connection with such collections, FPF may take (and, at the Lender's direction, shall take) such action as FPF or the Lender may deem necessary or advisable to enforce collection of the Receivables; provided, however, that upon the occurrence of an Amortization Event, the Lender and the Trustee shall have the right at any time, upon written notice to FPF of its intention to do so, to notify the account debtors or obligors under the Receivables of the assignment of such Receivables to the Lender or the Trustee, as the case may be, and to direct such account debtors or obligors to make payment of all amounts due or to become due to FPF thereunder directly to the Lender or the Trustee, as the case may be, and, upon such notification and at the expense of FPF, to enforce collection of any such Receivables, and to adjust, settle and adjust disputes and claims with its customers and account debtorsor compromise the amount or payment thereof, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course same manner and to the same extent as FPF might have done. After receipt by FPF of business the notice from the Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by FPF in respect of the Receivables shall be received in trust for the benefit of the Lender hereunder, shall be segregated from other funds of FPF and shall be forthwith paid over to the Lender or the Trustee on behalf of the Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to FPF so long as no Amortization Event of Default shall have occurred and be continuing or (B) if any Amortization Event shall have occurred and be continuing, applied as provided by Section 11(b), and (ii) FPF shall not adjust, settle or compromise the amount or payment of any Receivable, release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest in such Chattel Paper.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (21st Century Holding Co)

As to Receivables. (a) Such the Grantor will: (i) shall keep its chief place of business and chief executive office and the office(s) where it keeps its Records records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))evidence Receivables, located at the address(eslocation(s) set forth therefor specified in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, Exhibit A or, upon 60 days' prior written notice to Chasethe Secured Party, at such other locations location(s) in a jurisdiction where all actions action required by the first sentence of Section 4.6 4 shall have been taken with respect to the Receivables and such other Collateral; (ii) not change its name, corporate identity, jurisdiction of organization or federal taxpayer identification number except upon 30 days’ prior written notice to Chase; (iii) Receivables. The Grantor will hold and preserve such Records concerning the Receivables; records and (iv) chattel paper and will permit representatives of Chase, the Secured Party at reasonable times and intervals and upon reasonable notice any time during normal business hours to inspect (and photocopy extracts from) make abstracts from such Recordsrecords and chattel paper. (b) Such Except as otherwise provided in this subsection (b), the Grantor shall have the right continue to collect, demandat its own expense, receive, receipt for, sue for, xxxpound and give acquittances for any and all amounts due or to become due on the Grantor under the Receivables. In connection with such collections, the Grantor may take (and, at the Secured Party's direction, shall take) such action as the Grantor or the Secured Party may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Secured Party shall have the right at any time, upon the occurrence and during the continuation of an Event of Default, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to the Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due to the Grantor thereunder directly to the Secured Party and, upon such notification and at the expense of the Grantor, to enforce collection of any such Receivables, and to adjust, settle and adjust disputes and claims with its customers and account debtorsor compromise the amount or payment thereof, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course same manner and to the same extent as the Grantor might have done. After receipt by the Grantor of business the notice from the Secured Party referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Grantor in respect of the Receivables shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Grantor so long as no Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 13(b), and (ii) the Grantor shall not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon. (c) Such The Secured Party agrees that the Grantor may arrange to sell its Receivables by executing and delivering amendments to the Securitization Documents to which the Borrower is a party or by entering into additional agreements that are identical to the Securitization Documents or otherwise in form and substance satisfactory to the Required Lenders and in connection with consummation of any such transaction, the Secured Party will not create any Chattel Paper without placing a legend on execute and deliver such Chattel Paper reasonably amendment to the Intercreditor Agreement and to this Agreement or such additional Intercreditor Agreement as may be requested by the purchaser of the Grantor's Receivables and is acceptable to Chase indicating that Chase has a security interest in such Chattel Paperthe Required Lenders.

Appears in 1 contract

Samples: Security Agreement (Synthetic Industries Inc)

As to Receivables. (a) Such Grantor will: (i) The Grantor will (A) keep its chief place of business and chief executive office and the office(s) where it keeps its Records concerning the Receivables, and all originals of all Chattel Paper chattel paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a))constitute Accounts Receivable, located at the address(eslocation(s) set forth specified in Section 3.2 paragraph 4(a) hereof, and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to (B) maintain and preserve complete and accurate records concerning the Receivables and such other Collateral; chattel paper and the proceeds thereof. (ii) As of the time any Receivable becomes subject to the security interest granted by this Security Agreement, including, without limitation, as of each time any specific assignment or transfer or identification is made to Bank of any Receivable, Grantor shall be deemed to have warranted as to each and all of such Receivables that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of a bona fide sale of goods sold and delivered, or in the process of being delivered, or out of and for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not change its namedisputed, corporate identityand except for such normal cash discount is not subject to any setoffs, jurisdiction credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of organization all prior liens, except for the security interest in favor of Bank and any security interest specifically mentioned in Exhibit ”A” hereto attached; and that no surety bond was required or federal taxpayer identification number except upon 30 days’ prior written given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to Chase; believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee. (iii) hold and preserve such Records concerning Bank shall have the Receivables; and (iv) permit representatives privilege at any time upon its request, of Chase, at inspection during reasonable times and intervals and upon reasonable notice during normal business hours of any of the business properties or premises of the Grantor and the books and records of the Grantor relating to inspect (said Receivables and photocopy extracts from) such Records. (b) Such Grantor inventory or the processing or collection thereof as well as those relating to its general business affairs and financial condition. Bank shall have the right at any time after the occurrence of a Default, to notify any and all account debtors to make payment thereof directly to Bank; but prior to a Default, and after a Default to the extent Bank does not so elect, Grantor shall continue to collect the Receivables. Except as the Bank shall otherwise expressly agree in writing, all proceeds of collection of Receivables received by the Grantor shall be forthwith accounted for and transmitted to Bank in the form as received by the Grantor and shall not be commingled with any funds of the Grantor. In the event the account debtor of any Receivable included in this Security Agreement shall also be indebted to the Grantor in any other respect and such account debtor shall make payment without designating the particular indebtedness against which it is to apply, such payment shall be conclusively presumed to be payment on the Receivable of such account debtor included in this Security Agreement. Any proceeds of Receivables so transmitted to Bank shall be handled and administered by Bank in and through a Remittance or similar account, but the Grantor acknowledges that the maintenance of such an account by Bank is solely for its convenience in facilitating its own operations pursuant hereto and that Grantor has not and shall not have any right, title or interest in said Receivable or in the amounts at any time to the credit thereof. Except to the extent Bank may from time to time in its discretion release proceeds to the Grantor for use in its business, all proceeds received by Bank shall be applied on the Obligations secured hereby, whether or not such Obligations shall have by their terms matured, such application to be made at such intervals as Bank may determine, except that Bank need not apply or give credit for any item included in such proceeds until two (2) business days after receipt by Bank of such item at its main office in Memphis, Tennessee. Items received after 2:00 o'clock p.m. on any business day shall be deemed to have been received the following business day. In administering the collection of proceeds as herein provided for, Bank may accept checks or drafts in any amount and bearing any notation without incurring liability to Grantor for so doing. (iv) Until the Bank exercises its right of collection under paragraph 5(e)(iii) or its right to require Grantor to transmit the proceeds of the Accounts Receivable directly to the Bank under paragraph 5(e)(iii), except as hereafter provided, Grantor may collect these proceeds, deposit them in the Grantor's operating accounts and otherwise commingle them with other funds of the Grantor. Notwithstanding the foregoing, Grantor shall establish and maintain, at its expense, lockboxes and/or accounts ("Blocked Account") as Bank may specify, with financial institutions reasonably acceptable to Bank, and shall enter into and shall cause the applicable financial institutions to enter into lockbox/and or blocked account agreements, in form and substance reasonably acceptable to the Bank pertaining to the cash in the Blocked Account, including provisions that provide, among other items, that the financial institutions shall follow the instructions of the Bank as to the cash held in the Blocked Account, providing that all items received or deposited in the Blocked Account are held for the benefit of Bank, that the depository bank has no lien upon, or right to setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the Bank shall initiate a transfer through an ACH transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Bank as Bank may from time to time designate for such purpose. If the Bank requires that the Grantor establish the lockbox and/or Blocked Account, Grantor shall promptly deposit, and, if required by Bank, shall direct its account debtors to directly remit, all cash payments received by Grantor (or, in the case of account debtors, payable to Grantor), including, without limitation, all payments in respect of Accounts Receivable and all proceeds of the Collateral into the Blocked Account. (v) After any occurrence of a Default, Bank shall have the right, but shall incur no liability for failing to do so, in its own name, or in the name of the Grantor to demand, collect, demand, receive, receipt for, sue xxx for, xxxpound compound and give acquittances for acquittance for, any and all amounts due or to become due on the Receivables, to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Grantor might have done, and to endorse the name of the Grantor on all commercial paper given in payment or part payment thereof, and in its discretion to file any claim or take any action or proceedings which Bank may deem necessary or appropriate to protect and preserve and realize upon the security interest of Bank in the Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables in the ordinary course of business so long as no Event of Default shall have occurred and be continuingproceeds thereof. (cvi) Such Grantor will not create from time to time execute such further instruments and do such further acts and things as Bank may reasonably require by way of further assurance to Bank of the matters and things herein provided for or intended so to be. Without limiting the foregoing, Grantor agrees to execute and deliver to Bank an assignment or other form of identification in the form required by Bank of all Receivables at any Chattel Paper without placing time included under this Security Agreement, together with such other evidence of the existence and identity of such Receivables as Bank may reasonably require; and Grantor will xxxx its books and records to reflect this Security Agreement. Grantor will accompany each transmission of proceeds of Receivables to Bank with a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a security interest report in such Chattel Paperform as Bank may require in order to identify the Receivables to which such proceeds apply.

Appears in 1 contract

Samples: Security Agreement (Pam Transportation Services Inc)

As to Receivables. (a) Such Grantor will: (i) The Grantor will (A) keep its chief place of business and chief executive office and all originals of all chattel paper which constitute Accounts Receivable, at the office(slocation(s) where it keeps its Records specified in paragraph 4(a) thereof, and (B) maintain and preserve complete and accurate records concerning the Receivables, and all originals of all Chattel Paper which evidences Receivables (other than Chattel Paper delivered to Chase pursuant to Section 3.5 or Section 4.6(a)), located at the address(es) set forth in Section 3.2 and shall keep its other places of business at the addresses set forth in Section 3.2, or, upon written notice to Chase, at such other locations in a jurisdiction where all actions required by the first sentence of Section 4.6 shall have been taken with respect to the Receivables and such other Collateral; chattel paper. (ii) not change its nameAs of the time any Receivable becomes subject to the security interest granted by this Security Agreement, corporate identityincluding, jurisdiction without limitation, as of organization each time any specific assignment or federal taxpayer transfer or identification number except upon 30 days’ prior written notice is made to Chase; (iii) hold and preserve such Records concerning the Receivables; and (iv) permit representatives Bank of Chaseany Receivable, at reasonable times and intervals and upon reasonable notice during normal business hours to inspect (and photocopy extracts from) such Records. (b) Such Grantor shall be deemed to have the right warranted as to collect, demand, receive, receipt for, sue for, xxxpound and give acquittances for any each and all amounts due or of such Receivables that each Receivable that is necessary to become due on Receivables and settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances with respect to Receivables support the Borrowing Base (as defined in the ordinary course Loan Agreement) meets the criteria of business so long an Acceptable Account and such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting and arises out of all bond fide sale of goods sold and delivered, or in the process of being delivered, or out of land for services theretofore actually rendered, to the account debtor named in the Receivable; that the amount of the Receivable represented as no Event owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not disputed, and except for such normal cash discount is not subject to any setoffs, credits, deductions or counter-charges; that the Grantor is the owner thereof free and clear of Default shall have occurred and be continuing. (c) Such Grantor will not create any Chattel Paper without placing a legend on such Chattel Paper reasonably acceptable to Chase indicating that Chase has a all prior liens, except for the security interest in such Chattel Paperfavor of Bank and any security interest specifically mentioned in "EXHIBIT" "A" hereto attached; and that no surety bond was required or given in connection with said Receivable or the contracts or purchase orders out of which the same arose; and that Grantor has no notice of or reason to believe that the account debtor is subject to any pending bankruptcy proceeding, insolvency proceeding or operations of any creditors committee.

Appears in 1 contract

Samples: Security Agreement (Universal Truckload Services, Inc.)

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