Chattel Paper and Instruments. Except as to actions to be taken by the Agent, each Lien Grantor represents, warrants and covenants as follows:
Chattel Paper and Instruments. Each Grantor will deliver to the Administrative Agent all Tangible Chattel Paper and Instruments duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent. Each Grantor will provide the Administrative Agent with exclusive Control over all Electronic Chattel Paper by having the Administrative Agent identified as the assignee of the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of Control set forth in the U.C.C. Each Grantor will also deliver to the Administrative Agent all security agreements securing any Chattel Paper and Instruments and execute U.C.C. financing statement amendments assigning to the Administrative Agent any U.C.C. financing statements filed by such Grantor in connection with such security agreements. Each Grantor will xxxx conspicuously all Chattel Paper and Instruments with a legend, in form and substance reasonably satisfactory to the Administrative Agent, indicating that such Chattel Paper and Instruments are subject to the Liens created hereunder.
Chattel Paper and Instruments. (a) Grantor will: (i) mxxx conspicuously each item of Tangible Chattel Paper in the original amount of $10,000 or greater and all Tangible Chattel Paper if the aggregate original amount of all Tangible Chattel Paper is $50,000 or greater and each of its Records pertaining to the Collateral with the following legend: THIS *[INSTRUMENT]*[OTHER RECORD]* IS SUBJECT TO THE SECURITY INTEREST AND LIEN PURSUANT TO THE SECURITY AGREEMENT DATED ______ ___, 20___ (AS THE SAME MAY BE AMENDED OR RESTATED) MADE BY *[DEBTOR]*, IN FAVOR OF CITIBANK, N.A., AS SECURED PARTY. or such other legend, in form and substance reasonably satisfactory to and as specified by Secured Party, indicating that such Tangible Chattel Paper or Collateral is subject to the pledge, assignment, and security interest granted hereby; and (ii) if any Collateral shall be or be evidenced by a promissory note or other Instrument or be Tangible Chattel Paper, and is, in each case, in the original amount of $10,000 or greater or the aggregate original amount of all promissory notes, other Instruments and Tangible Chattel Paper is $50,000 or greater, pledge to Secured Party hereunder and deliver to Secured Party such note, Instrument, or Chattel Paper duly indorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Secured Party.
Chattel Paper and Instruments. All action necessary to protect and perfect the security interest of the Trustee in all Instruments (including the delivery of all originals thereof to the Trustee) has been duly taken. With respect to Chattel Paper in which the Trustee is granted a security interests under the terms of this Agreement:
Chattel Paper and Instruments. Each of the Instruments and Chattel Paper pledged by such Debtor hereunder constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general principles of equity. Schedule 3.5 lists all of the Instruments issued to or held by each Debtor as of the date hereof.
Chattel Paper and Instruments. The perfection of the security interest granted in Article 2 above in, respectively, Chattel Paper (whether tangible or electronic) and Instruments will, prior to the occurrence of an Event of Default (and after the occurrence of an Event of Default unless the Administrative Agent or Required Lenders have required that further actions are taken with respect to the perfection thereof), be effected solely by filing an appropriate financing statement under the applicable Uniform Commercial Code so long as (a) with respect to all Chattel Paper and Instruments, the aggregate face amount of all such Chattel Paper and Instruments does not exceed $500,000 and (b) with respect to any individual Chattel Paper or Instrument, the face amount thereof does not exceed $500,000. Notwithstanding the foregoing, if no Event of Default exists, then upon the request of any Debtor the Administrative Agent shall deliver any Chattel Paper or Instrument in its possession to that Debtor if that Debtor requires possession in order to collect such Chattel Paper or Instrument. In the event that the aggregate face amount of such Chattel Paper and Instruments exceeds $500,000 individually or in the aggregate, the Debtors shall provide prompt written notice thereof to the Administrative Agent.
Chattel Paper and Instruments. Immediately upon the Borrower's receipt thereof, the Borrower shall deliver or cause to be delivered to the Agent, with appropriate endorsement and assignment to vest title, with full recourse to the Borrower, and possession in the Agent, all chattel paper and instruments which the Borrower now owns or may at any time or times hereafter acquire.
Chattel Paper and Instruments. To the extent constituting Collateral and otherwise required hereby, such Grantor has delivered to the Administrative Agent exclusive Control of all Electronic Chattel Paper and possession of all originals of all Instruments (excluding (i) checks deposited in the ordinary course of business in Deposit Accounts and (ii) promissory notes permitted pursuant to Section 7.2.6 of the Credit Agreement (other than promissory notes permitted pursuant to clauses (a) and (p) of Section 7.2.6 of the Credit Agreement) and Tangible Chattel Paper currently owned or held by such Grantor (duly endorsed in blank in favor of the Administrative Agent). Notwithstanding the foregoing, if no Event of Default has occurred and is continuing and if the aggregate amount of Instruments (excluding (i) checks deposited in the ordinary course of business in Deposit Accounts and (ii) promissory notes permitted pursuant to Section 7.2.6 of the Credit Agreement (other than promissory notes permitted pursuant to clauses (a) and (p) of Section 7.2.6 of the Credit Agreement) and Tangible Chattel Paper not delivered to the Administrative Agent, together with Electronic Chattel Paper in which the Administrative Agent does not have Control, has a face amount of less than $500,000 individually or $1,000,000 in the aggregate, such Grantor shall not be required to deliver or provide Control, as the case may be, of the same to the Administrative Agent.
Chattel Paper and Instruments. With respect to any such property constituting Collateral and to the extent required by Section 3.3, each Grantor will deliver to the Administrative Agent all Tangible Chattel Paper and Instruments duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to the Administrative Agent. Each Grantor will, to the extent required by Section 3.3, provide the Administrative Agent with exclusive Control over all Electronic Chattel Paper by having the Administrative Agent identified as the assignee of the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of Control set forth in the U.C.C.
Chattel Paper and Instruments. Each Grantor will deliver to Lender all Tangible Chattel Paper and Instruments duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance reasonably satisfactory to Lender. Each Grantor will provide Lender with exclusive Control over all Electronic Chattel Paper by having Lender identified as the assignee of the records pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of Control set forth in the U.C.C. Each Grantor will also deliver to Lender all security agreements securing any Chattel Paper and Instruments and execute U.C.C. financing statement amendments assigning to Lender any U.C.C. financing statements filed by such Grantor in connection with such security agreements. Each Grantor will xxxx conspicuously all Chattel Paper and Instruments with a legend, in form and substance reasonably satisfactory to Lender, indicating that such Chattel Paper and Instruments are subject to the Liens created hereunder.
