Common use of Place of Perfection; Records Clause in Contracts

Place of Perfection; Records. Collection of Receivables, chattel paper and Instruments. (a) Debtor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and the originals of all chattel paper (until delivered to Administrative Lender), at the location therefor specified in Section 2.01(a) herein or at such other --------------- location in the State of Georgia as Debtor shall have given written notice thereof to Administrative Lender no later than thirty days prior to the moving thereto. Debtor will hold and preserve such records and chattel paper and will permit representatives of Administrative Lender to inspect and make abstracts from and copies of such records and chattel paper as provided in the Credit Agreement. Debtor shall deliver to Administrative Lender all Instruments to be held by Administrative Lender as collateral. (b) Except as otherwise provided in this Section 3.04(b), Debtor shall --------------- continue to collect, at its own expense, all amounts due or to become due Debtor under the Receivables, chattel paper and Instruments. In connection with such collections, Debtor may take (and, at Administrative Lender's direction, shall take) such action as Debtor or Administrative Lender may deem reasonably necessary or advisable to enforce collection of the Receivables, chattel paper and Instruments; provided, however, that Administrative Lender shall have the -------- ------- right (upon an Event of Default which is continuing) (without notice to Debtor) to notify the account debtors or obligors under any Receivables, chattel paper and Instruments of the assignment of such Receivables, chattel paper and Instruments to Administrative Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Administrative Lender and, at the expense of Debtor, to enforce collection of any such Receivables, chattel paper and Instruments, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor might have done. Upon and after the occurrence of a Default or Event of Default that is continuing, all amounts and proceeds (including Instruments) received by Debtor in respect of the Receivables, chattel paper and Instruments shall be received in trust for the benefit of Administrative Lender hereunder, shall be segregated from other funds of Debtor and shall be forthwith paid over to Administrative Lender in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (a) released to Debtor so long as no Default or Event of Default shall have occurred and be continuing or (b) if any Default or Event of Default shall have occurred and be continuing, applied as provided herein. Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, chattel paper or Instrument, release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

Place of Perfection; Records. Collection of ------------------------------------------- Receivables, chattel paper and Instruments. (a) Debtor shall Each Grantor will keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivablesoffice, and ----------- originals of the Assigned Agreements, and Related Contracts to which such Grantor is a party and all originals of all chattel paper (until delivered to Administrative Lender)that evidence Receivables of such Grantor, at the location therefor specified in Section 2.01(a10(a) herein or or, upon 30 days' prior written notice to the Collateral Agent, at such other --------------- location in the State of Georgia as Debtor a jurisdiction where all actions required by Section 10 shall have given written notice thereof to Administrative Lender no later than thirty days prior been taken with respect to the moving theretoCollateral of such Grantor (and, upon the taking of such action in such jurisdiction, Schedule III hereto shall be automatically amended to include such other location). Debtor Each Grantor will hold and preserve such its records relating to the Collateral, the Assigned Agreements, the Related Contracts and chattel paper and will permit representatives of Administrative Lender the Collateral Agent at any time during normal business hours to inspect and make abstracts from and copies of such records and chattel paper as provided in the Credit Agreement. Debtor shall deliver to Administrative Lender all Instruments to be held by Administrative Lender as collateralother documents. (b) Except as otherwise provided in this Section 3.04(bsubsection (b), Debtor shall --------------- each Grantor will continue to collect, at its own expense, all amounts due or to become due Debtor such Grantor under the Receivables, chattel paper Receivables and Instrumentsthe Related Contracts. In connection with such collections, Debtor such Grantor may take (and, at Administrative Lenderthe Collateral Agent's directiondirection if a Default has occurred and is continuing, shall will take) such action as Debtor such Grantor or Administrative Lender the Collateral Agent may deem reasonably necessary or advisable to enforce collection of the Receivables, chattel paper Receivables and Instrumentsthe Related Contracts; provided, however, that Administrative Lender the Collateral Agent shall have the -------- ------- right (at any time, upon the occurrence and during the continuance of an Event of Default which is continuing) (without and upon written notice to Debtor) such Grantor of its intention to do so, to notify the account debtors or obligors Obligors under any Receivables, chattel paper and Instruments Receivables or Related Contracts of the assignment of such Receivables, chattel paper and Instruments Receivables or Related Contracts to Administrative Lender the Collateral Agent and to direct such account debtors or obligors Obligors to make payment of all amounts due or to become due to Debtor such Grantor thereunder directly to Administrative Lender the Collateral Agent and, upon such notification and at the expense of Debtorsuch Grantor, to enforce collection of any such Receivables, chattel paper and InstrumentsReceivables or Related Contracts, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor such Grantor might have done. Upon and after After receipt by any Grantor of the occurrence of a Default or Event of Default that is continuingnotice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including Instrumentsinstruments) received by Debtor such Grantor in respect of the Receivables, chattel paper Receivables and Instruments the Related Contracts of such Grantor shall be received in trust for the benefit of Administrative Lender the Collateral Agent hereunder, shall be segregated from other funds of Debtor such Grantor and shall be forthwith paid over to Administrative Lender the Collateral Agent in the same form as so received (with any necessary indorsement) to be held as cash collateral deposited in the Citibank Concentration Account and either (aA) released to Debtor such Grantor on the terms set forth in this Agreement so long as no Default or Event of Default shall have occurred and be continuing or (bB) if any Default or Event of Default shall have occurred and be continuing, applied as provided herein. Debtor shall in Section 21(b) and (ii) such Grantor will not adjust, settle or compromise the amount or payment of any Receivable, chattel paper or Instrument, release wholly or partly any account debtor or obligor Obligor thereof, or allow any credit or discount thereon. No Grantor will permit or consent to the subordination of its right to payment under any of the Receivables or the Related Contracts to any other indebtedness or obligations of the Obligor thereof.

Place of Perfection; Records. Collection All of Receivablessuch Grantor's Equipment and Inventory is, and has been during the four-month period prior to the date hereof (or such shorter period as it has been in existence or in such Grantor's possession), located at the places (categorized by each Grantor) specified in Schedule I hereto except for Inventory in transit in the ordinary course of business of such Grantor. The location of such Grantor's chief executive office and/or principal place of business and the books and records relating to the Collateral, and the originals of all instruments, letters of credit and chattel paper that evidence Receivables are located at the addresses (categorized by each Grantor) set forth on Schedule II hereto, other than any such Receivables which are in possession of the Agent. Such Grantor's corporate or limited liability company name, state of organization and Instruments. the type of entity it was organized as is that set forth in the first paragraph of this Security Agreement and such Grantor's state organization identification number (aif the state of its organization provides such identification numbers) Debtor is that set forth on Schedule II hereto. Unless such Grantor shall keep have given the Agent at least thirty (30) days prior written notice and, at its expense, taken all action the Agent may deem necessary or advisable in order to continue the perfection and priority of the Liens and security interests in the Collateral granted hereby, such Grantor shall not make any change in its corporate or limited liability company name or change the location of its chief executive office, its chief place of business and chief executive office and or the office where it keeps its books and records concerning relating to the Receivables, and Collateral or change the location of any of the Collateral to a location not listed on Schedule I hereto or change its state of organization or the type of entity it was organized as. The originals of all instruments, letters of credit and chattel paper that evidence Receivables have been, and all such instruments, letters of credit and chattel paper which may be hereafter created shall be (until upon receipt of such Grantor thereof) delivered to Administrative Lender), at the location therefor specified in Section 2.01(a) herein Agent other than short term instruments evidencing cash equivalents. None of the Receivables existing on the date hereof is evidenced by a promissory note or at other instrument which has not been endorsed and delivered over to the Agent by such other --------------- location in the State of Georgia as Debtor shall have given written notice thereof to Administrative Lender no later than thirty days Grantor on or prior to the moving theretodate hereof. Debtor will hold No promissory note or instrument which has been or may be endorsed and preserve such records and chattel paper and will permit representatives delivered to the Agent pursuant to the terms hereof may be amended, modified or otherwise altered in any respect. Each Grantor consents to the pledge by any other Grantor of, or the grant by any other Grantor of Administrative Lender to inspect and make abstracts from and copies a security interest in, any promissory note, instrument or other agreement of such records and chattel paper as provided Grantor included in the Credit Agreement. Debtor shall deliver to Administrative Lender all Instruments to be held by Administrative Lender as collateralCollateral. (b) Except as otherwise provided in this Section 3.04(b), Debtor shall --------------- continue to collect, at its own expense, all amounts due or to become due Debtor under the Receivables, chattel paper and Instruments. In connection with such collections, Debtor may take (and, at Administrative Lender's direction, shall take) such action as Debtor or Administrative Lender may deem reasonably necessary or advisable to enforce collection of the Receivables, chattel paper and Instruments; provided, however, that Administrative Lender shall have the -------- ------- right (upon an Event of Default which is continuing) (without notice to Debtor) to notify the account debtors or obligors under any Receivables, chattel paper and Instruments of the assignment of such Receivables, chattel paper and Instruments to Administrative Lender and to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Administrative Lender and, at the expense of Debtor, to enforce collection of any such Receivables, chattel paper and Instruments, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor might have done. Upon and after the occurrence of a Default or Event of Default that is continuing, all amounts and proceeds (including Instruments) received by Debtor in respect of the Receivables, chattel paper and Instruments shall be received in trust for the benefit of Administrative Lender hereunder, shall be segregated from other funds of Debtor and shall be forthwith paid over to Administrative Lender in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (a) released to Debtor so long as no Default or Event of Default shall have occurred and be continuing or (b) if any Default or Event of Default shall have occurred and be continuing, applied as provided herein. Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, chattel paper or Instrument, release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereon.

Place of Perfection; Records. Collection of Receivables, chattel paper and Instruments. (a) Debtor shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Receivables, and the originals of all chattel paper (until delivered to Administrative Lender), at the location therefor specified in Section 2.01(a) herein or at such other --------------- location in the State of Georgia as Debtor shall have given written notice thereof to Administrative Lender no later than thirty days prior to the moving thereto. Debtor will hold and preserve such records and chattel paper and will permit representatives of Administrative Lender to inspect and make abstracts from and copies of such records and chattel paper as provided in the Credit Agreement. Debtor shall deliver to Administrative Lender all Instruments to be held by Administrative Lender as collateral.chattel (b) Except as otherwise provided in this Section 3.04(b), Debtor shall --------------- continue to collect, at its own expense, all amounts due or to become due Debtor under the Receivables, chattel paper and Instruments. In connection with such collections, Debtor may take (and, upon the occurrence and during the continuance of an Event of Default at Administrative LenderAgent's direction, shall take) such action as Debtor or Administrative Lender may deem necessary or advisable or, after the occurrence and during the continuance of an Event of Default, Administrative Agent, may reasonably deem necessary or advisable to enforce collection of the Receivables, chattel paper and Instruments; provided, however, that Administrative Lender Agent shall have the -------- ------- right (upon an Event of Default which is continuing) (without notice to Debtor) to notify the account debtors or obligors under any Receivables, chattel paper and Instruments Receivables of the assignment of such Receivables, chattel paper and Instruments Receivables to Administrative Lender Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to Debtor thereunder directly to Administrative Lender Agent and, upon such notification at the expense of Debtor, to enforce collection of any such Receivables, chattel paper and Instruments, Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor might have donedone or as Administrative Agent deems appropriate. Upon and after the occurrence and during the continuance of a Default or an Event of Default that is continuingDefault, all amounts and proceeds (including Instruments) received by Debtor in respect of the Receivables, chattel paper and Instruments Receivables shall be received in trust for the benefit of Administrative Lender Agent hereunder, shall be segregated from other funds of Debtor and and, after receipt of notice from Administrative Agent, shall be forthwith paid over to Administrative Lender Agent in the same form as so received (with any necessary indorsement) to be held as cash collateral and either (a) released to Debtor so long as no Default or Event of Default shall have occurred and be continuing or (b) if any Default or Event of Default shall have occurred and be continuing, applied as provided hereinin the Credit Agreement. Debtor shall not adjust, settle or compromise the amount or payment of any Receivable, chattel paper or Instrument, release wholly or partly any account debtor or obligor thereof, or allow any credit or discount thereonthereon other than those made in the ordinary course of business.