Common use of Certain Covenants and Provisions Regarding Receivables Clause in Contracts

Certain Covenants and Provisions Regarding Receivables. (a) Each Grantor shall keep and maintain at its own reasonable cost and expense complete records of each Receivable, in a manner consistent with its customary business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Grantor shall, at such Grantor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver copies of evidence of Receivables, including copies of all documents evidencing Receivables and any Books and Records relating thereto to the Collateral Agent or to its representatives (original copies of which evidence and Books and Records may be retained by such Grantor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Grantor; provided that any such Person shall agree to be bound by Section 9.16 of the Credit Agreement; provided, further, that, the Collateral Agent may transfer such a copy to a Person engaged principally in the business of manufacture or sale of high performance chemical based products that is a competitor of the Borrower or any of its Subsidiaries only upon the occurrence and during the continuance of any Event of Default under Section 7.01(a) or 7.01(i) of the Credit Agreement. (b) No Grantor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment, discount, credit, rebate or reduction with respect thereto except in the ordinary course of business consistent with its customary business practice, or extend or renew any such obligations except in the ordinary course of business consistent with its customary business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein without the prior written consent of the Collateral Agent except for (i) sales of assets permitted by Section 6.05 of the Credit Agreement and (ii) in the ordinary course of business consistent with its customary business practice. Each Grantor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except in the ordinary course of business consistent with its customary business practice. (c) Each Grantor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply promptly upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Grantor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Grantor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including reasonable attorneys’ fees) of collection, in any case, whether incurred by any Grantor, the Collateral Agent or any Secured Party, shall be paid by the Grantors.

Certain Covenants and Provisions Regarding Receivables. (a) Each Grantor shall keep and maintain at its own reasonable cost and expense complete records of each Receivable, in a manner consistent with its customary prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Grantor shall, at such Grantor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver copies of evidence of Receivables, including copies of all documents evidencing Receivables and any Books and Records relating thereto to the Collateral Agent or to its representatives (original copies of which evidence and Books and Records may be retained by such Grantor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Grantor; provided that any such Person shall agree to be bound by Section 9.16 of the Credit Agreement; provided, further, that, the Collateral Agent may transfer such a copy to a Person engaged principally in the business of manufacture or sale of high performance chemical based products that is a competitor of the Borrower or any of its Subsidiaries only upon the occurrence and during the continuance of any Event of Default under Section 7.01(a) or 7.01(i) of the Credit Agreement. (b) No Grantor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment, discount, credit, rebate or reduction with respect thereto except in the ordinary course of business consistent with its customary prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with its customary prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein without the prior written consent of the Collateral Agent except for (i) sales of assets Asset Sales permitted by Section 6.05 6.05(x) and 6.05(xi) of the Credit Agreement and (ii) in the ordinary course of business consistent with its customary prudent business practice. Each Grantor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except in the ordinary course of business consistent with its customary prudent business practice. (c) Each Grantor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply promptly upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Grantor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Grantor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including reasonable attorneys’ fees) of collection, in any case, whether incurred by any Grantor, the Collateral Agent or any Secured Party, shall be paid by the Grantors.

Certain Covenants and Provisions Regarding Receivables. (a) Each Grantor shall keep and maintain at its own reasonable cost and expense complete records of each Receivable, in a manner consistent with its customary prudent business practice, including records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Grantor shall, at such Grantor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver copies of evidence of Receivables, including copies of all documents evidencing Receivables and any Books and Records relating thereto to the Collateral Agent or to its representatives (original copies of which evidence and Books and Records may be retained by such Grantor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Grantor; provided that any such Person shall agree to be bound by Section 9.16 of the Credit Agreement; provided, further, that, the Collateral Agent may transfer such a copy to a Person engaged principally in the business of manufacture or sale of high performance chemical based products that is a competitor of the Borrower or any of its Subsidiaries only upon the occurrence and during the continuance of any Event of Default under Section 7.01(a) or 7.01(i) of the Revolving Credit Agreement. (b) No Grantor shall rescind or cancel any obligations evidenced by any Receivable or modify any term thereof or make any adjustment, discount, credit, rebate or reduction with respect thereto except in the ordinary course of business consistent with its customary prudent business practice, or extend or renew any such obligations except in the ordinary course of business consistent with its customary prudent business practice or compromise or settle any dispute, claim, suit or legal proceeding relating thereto or sell any Receivable or interest therein without the prior written consent of the Collateral Agent except for (i) sales of assets Asset Sales permitted by Section 6.05 6.05(x) and 6.05(xi) of the Revolving Credit Agreement and (ii) in the ordinary course of business consistent with its customary prudent business practice. Each Grantor shall timely fulfill all obligations on its part to be fulfilled under or in connection with the Receivables except in the ordinary course of business consistent with its customary prudent business practice. (c) Each Grantor shall cause to be collected from the Account Debtor of each of the Receivables, as and when due in the ordinary course of business (including Receivables that are delinquent, such Receivables to be collected in accordance with generally accepted commercial collection procedures), any and all amounts owing under or on account of such Receivable, and apply promptly upon receipt thereof all such amounts as are so collected to the outstanding balance of such Receivable, except that any Grantor may, with respect to a Receivable, allow in the ordinary course of business (i) a refund or credit due as a result of returned or damaged or defective merchandise and (ii) such extensions of time to pay amounts due in respect of Receivables and such other modifications of payment terms or settlements in respect of Receivables as shall be commercially reasonable in the circumstances, all in accordance with such Grantor’s ordinary course of business consistent with its collection practices as in effect from time to time. The costs and expenses (including reasonable attorneys’ fees) of collection, in any case, whether incurred by any Grantor, the Collateral Agent or any Secured Party, shall be paid by the Grantors.