Common use of Certain Covenants as to Receivables Clause in Contracts

Certain Covenants as to Receivables. (a) Upon the occurrence and during the continuance of an Event of Default, from time to time upon request, Obligor shall provide Secured Party with (i) schedules describing all accounts, (ii) additional schedules describing other Receivables, and (iii) specific written assignments to Secured Party of any of its Receivables. Any failure to execute or deliver any schedule or assignment shall not, however, affect or limit any security interest or other right of Secured Party in and to any Receivable. Upon the occurrence and during the continuance of an Event of Default, at Secured Party’s request, Obligor shall also furnish to Secured Party copies of invoices to customers and shipping and delivery receipts or warehouse receipts relating thereto, as well as such other documents and instruments as Secured Party may reasonably request in connection with any Receivable. (b) Upon the occurrence and during the continuance of an Event of Default, Obligor shall promptly notify Secured Party of all returns, repossessions and recoveries of goods covered by the Receivables and of all claims asserted with respect thereto. Each such notification shall be accompanied by a statement describing the relevant goods and the location thereof. Upon the occurrence and during the continuance of an Event of Default, Obligor shall not settle or adjust any dispute or claim, grant any discount, credit or allowance, or accept any return of merchandise except in the ordinary course of business. Upon the occurrence and during the continuance of an Event of Default, when Obligor receives collateral of any kind by reason of transactions between itself and its customers or account debtors, it will hold the same on Secured Party’s behalf, subject to Secured Party’s instructions, as property forming part of the Receivables. (c) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right from time to time to communicate directly with account debtors and obligors on the Receivables and to do test verifications of the Receivables. (d) Obligor shall promptly notify Secured Party if any of its accounts arise out of contracts with the United States or any agency or instrumentality thereof, and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party in accordance with the requirements of, and notice given to the Government under the Federal Assignment of Claims Act.

Certain Covenants as to Receivables. Obligor shall: (a) Upon Keep its chief place of business and chief executive office and the occurrence offices where it keeps its records, including all computer hardware and software, concerning its Receivables, and all originals of all chattel paper which evidence any such Receivables at the places specified in Schedule 1 hereto or, upon 30 days' prior written notice to Secured Party, at such other locations as shall be identified in such notice and which are in a jurisdiction where all action required by Section 4 shall have been taken with respect to its Receivables. Obligor will hold and preserve such records and chattel paper and will, upon reasonable notice, permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. Obligor shall immediately endorse and deliver to Secured Party each instrument included in the continuance Receivables. Obligor shall immediately notify Secured Party if any of an Event its accounts arise out of Defaultcontracts with the United States or any agency or instrumentality thereof, from and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party and notice given to the Government under the Federal Assignment of Claims Act. (b) From time to time upon request, Obligor shall provide Secured Party with (i) schedules describing all accounts, (ii) additional schedules describing other Receivables, and (iii) specific written assignments to Secured Party of any of its Receivables. Any failure to execute or deliver any schedule or assignment shall not, however, affect or limit any security interest or other right of Secured Party in and to any Receivable. Upon the occurrence and during the continuance of an Event of Default, at Secured Party’s 's request, Obligor shall also furnish to Secured Party copies of invoices to customers and shipping and delivery receipts or warehouse receipts relating thereto, as well as such other documents and instruments as Secured Party may reasonably request in connection with any Receivable. (bc) Upon the occurrence and during the continuance of an Event of Default, Obligor shall promptly notify Secured Party of all returns, repossessions and recoveries of goods covered by the Receivables and of all claims asserted with respect thereto. Each such notification shall be accompanied by a statement describing the relevant goods and the location thereof. Upon the occurrence and during the continuance of an Event of Default, Obligor shall not settle or adjust any dispute or claim, grant any discount, credit or allowance, or accept any return of merchandise except in the ordinary course of business. Upon the occurrence and during the continuance of an Event of Default, when When Obligor receives collateral of any kind by reason of transactions between itself and its customers or account debtors, it will hold the same on Secured Party’s 's behalf, subject to Secured Party’s 's instructions, as property forming part of the Receivables. (cd) Upon Except as otherwise provided in Section 14, Obligor shall continue to collect, at its own expense, all amounts due or to become due to Obligor under the Receivables. In connection with such collections, Obligor may take (and, at Secured Party's direction, shall take) such action as Obligor or Secured Party may deem necessary or advisable to enforce collection of its Receivables; provided, however, that Secured Party shall have the right, at any time and from time to time, whether or not an Event of Default shall have occurred, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due thereunder directly to Secured Party and, upon such notification and at the expense of Obligor, to enforce collection of any amount, payment, or other terms thereof, upon terms which it considers advisable. Any amounts received or collected by Secured Party pursuant to this subsection shall be held as cash collateral and applied as provided in Section 14(b). After such notification, and in any event after the occurrence and during the continuance of an Event of Default, (i) all amounts or proceeds received or collected by Obligor in respect of Receivables shall be received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Obligor, and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as provided in Section 14(b), and (ii) Obligor shall not adjust, settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereunder, or allow any credit or discount thereon. (e) Secured Party shall have the right from time to time to communicate directly with account debtors and obligors on the Receivables and to do test verifications of the Receivables. (d) Obligor shall promptly notify Secured Party if any of its accounts arise out of contracts with the United States or any agency or instrumentality thereof, and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party in accordance with the requirements of, and notice given to the Government under the Federal Assignment of Claims Act.

Certain Covenants as to Receivables. Obligor shall: ----------------------------------- (a) Upon Keep its chief place of business and chief executive office and the occurrence offices where it keeps its records, including all computer hardware and software, concerning its Receivables, and all originals of all chattel paper which evidence any such Receivables at the places specified in Schedule 1 hereto or, upon 30 days' prior written notice to Secured Party, at such other locations as shall be identified in such notice and which are in a jurisdiction where all action required by Section 4 shall have been taken with respect to its Receivables. Obligor will hold and preserve such records and chattel paper and will, upon reasonable notice, permit representatives of Secured Party at any time during normal business hours to inspect and make abstracts from such records and chattel paper. Obligor shall immediately endorse and deliver to Secured Party each instrument included in the continuance Receivables. Obligor shall immediately notify Secured Party if any of an Event its accounts arise out of Defaultcontracts with the United States or any agency or instrumentality thereof, from and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party and notice given to the Government under the Federal Assignment of Claims Act. (b) From time to time upon request, Obligor shall provide Secured Party with (i) schedules describing all accounts, (ii) additional schedules describing other Receivables, and (iii) specific written assignments to Secured Party of any of its Receivables. Any failure to execute or deliver any schedule or assignment shall not, however, affect or limit any security interest or other right of Secured Party in and to any Receivable. Upon the occurrence and during the continuance of an Event of Default, at Secured Party’s 's request, Obligor shall also furnish to Secured Party copies of invoices to customers and shipping and delivery receipts or warehouse receipts relating thereto, as well as such other documents and instruments as Secured Party may reasonably request in connection with any Receivable. (bc) Upon the occurrence and during the continuance of an Event of Default, Obligor shall promptly notify Secured Party of all returns, repossessions and recoveries of goods covered by the Receivables and of all claims asserted with respect thereto. Each such notification shall be accompanied by a statement describing the relevant goods and the location thereof. Upon the occurrence and during the continuance of an Event of Default, Obligor shall not settle or adjust any dispute or claim, grant any discount, credit or allowance, or accept any return of merchandise except in the ordinary course of business. Upon the occurrence and during the continuance of an Event of Default, when When Obligor receives collateral of any kind by reason of transactions between itself and its customers or account debtors, it will hold the same on Secured Party’s 's behalf, subject to Secured Party’s 's instructions, as property forming part of the Receivables. (cd) Upon Except as otherwise provided in Section 14, Obligor shall continue to collect, at its own expense, all amounts due or to become due to Obligor under the Receivables. In connection with such collections, Obligor may take (and, at Secured Party's direction, shall take) such action as Obligor or Secured Party may deem necessary or advisable to enforce collection of its Receivables; provided, however, that Secured Party shall have the right, at any -------- ------- time and from time to time, whether or not an Event of Default shall have occurred, to notify the account debtors or obligors under any Receivables of the assignment of such Receivables to Secured Party and to direct such account debtors or obligors to make payment of all amounts due or to become due thereunder directly to Secured Party and, upon such notification and at the expense of Obligor, to enforce collection of any amount, payment, or other terms thereof, upon terms which it considers advisable. Any amounts received or collected by Secured Party pursuant to this subsection shall be held as cash collateral and applied as provided in Section 14(b). After such notification, and in any event after the occurrence and during the continuance of an Event of Default, (i) all amounts or proceeds received or collected by Obligor in respect of Receivables shall be received in trust for the benefit of Secured Party hereunder, shall be segregated from other funds of Obligor, and shall be forthwith paid over to Secured Party in the same form as so received (with any necessary endorsement) to be held as cash collateral and applied as provided in Section 14(b), and (ii) Obligor shall not adjust, settle, or compromise the amount or payment of any Receivable, or release wholly or partly any account debtor or obligor thereunder, or allow any credit or discount thereon. (e) Secured Party shall have the right from time to time to communicate directly with account debtors and obligors on the Receivables and to do test verifications of the Receivables. (d) Obligor shall promptly notify Secured Party if any of its accounts arise out of contracts with the United States or any agency or instrumentality thereof, and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party in accordance with the requirements of, and notice given to the Government under the Federal Assignment of Claims Act.

Certain Covenants as to Receivables. Obligor shall: ----------------------------------- (a) Upon Keep his residence and the occurrence office where he keeps his records, including all computer hardware and during the continuance of an Event of Defaultsoftware, from time to time upon request, Obligor shall provide Secured Party with (i) schedules describing all accounts, (ii) additional schedules describing other concerning his Receivables, and (iii) specific all originals of all chattel paper which evidence any such Receivables at the place specified in Schedule 1 hereto or, upon 30 days' prior written assignments notice to Secured Party of any of its Lender, at such other location as shall be identified in such notice and which are in a jurisdiction where all action required by Section 4 shall have been taken with respect to his Receivables. Any failure Obligor will hold and preserve such records and chattel paper and will permit representatives of Lender at any time during normal business hours to execute or deliver any schedule or assignment shall not, however, affect or limit any security interest or other right of Secured Party in inspect and to any Receivablemake abstracts from such records and chattel paper. Upon the occurrence and during the continuance of an Event of Default, at Secured Party’s request, Obligor shall also furnish immediately endorse and deliver to Secured Party copies of invoices to customers and shipping and delivery receipts or warehouse receipts relating thereto, as well as such other documents and instruments as Secured Party may reasonably request Lender each instrument included in connection with any Receivablethe Receivables. (b) Upon the occurrence and during the continuance of an Event of DefaultExcept as otherwise provided in this subsection (b), Obligor shall promptly continue to collect, at his own expense, all amounts due or to become due to Obligor under the Receivables. In connection with such collections, Obligor may take (and, at Lender's direction, shall take) such action as Obligor or Lender may deem necessary or advisable to enforce collection of his Receivables; provided, however, that Lender shall have the right, at any time and from time to time, to notify Secured Party the account debtors or obligors under any Receivables of the assignment of such Receivables to Lender and to direct such account debtors or obligors to make payment of all returnsamounts due or to become due thereunder directly to Lender and, repossessions and recoveries of goods covered by the Receivables and of all claims asserted with respect thereto. Each upon such notification and at the expense of Obligor, to enforce collection of any such Receivables, and to adjust, settle, or compromise the amount, payment, or other terms thereof, upon terms which it considers advisable. Any amounts received or collected by Lender pursuant to this subsection shall be accompanied by a statement describing the relevant goods held as cash collateral and the location thereofapplied as provided in Section 12(b). Upon After such notification, and in any event following the occurrence and during the continuance of an Event of Default, Obligor shall not settle adjust, settle, or adjust compromise the amount or payment of any dispute Receivable, or claimrelease wholly or partly any account debtor or obligor thereunder, grant or allow any discount, credit or allowancediscount thereon. (c) Whether or not it shall have elected to notify account debtors or obligors under Receivables to make payment directly to Lender, and whether or accept any return not an Event of merchandise except Default shall have occurred, Lender shall have the right, by notice to Obligor, to require that all amounts and proceeds received or collected by Obligor in respect of his Receivables shall be received in trust for the benefit of Lender hereunder, shall be segregated from other funds of Obligor, and shall be forthwith paid over to Lender in the ordinary course of business. Upon same form as so received (with any necessary endorsement) to be held as cash collateral and applied as provided by Section 12(b). (d) Lender shall have the right from time to time following the occurrence and during the continuance of an Event of Default, when Obligor receives collateral of any kind by reason of transactions between itself and its customers or account debtors, it will hold the same on Secured Party’s behalf, subject to Secured Party’s instructions, as property forming part of the Receivables. (c) Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have the right from time to time Default to communicate directly with account debtors and obligors on the Receivables and to do test verifications of the Receivables. (d) Obligor shall promptly notify Secured Party if any of its accounts arise out of contracts with the United States or any agency or instrumentality thereof, and execute any instruments and take any steps required by Secured Party in order that all moneys due and to become due under such contracts shall be assigned to Secured Party in accordance with the requirements of, and notice given to the Government under the Federal Assignment of Claims Act.