Common use of Factoring Arrangements Clause in Contracts

Factoring Arrangements. The Borrower and its Subsidiaries shall not have any factoring arrangements, except those which comply with the provisions of this Section 5.23 ("Permitted Factoring Arrangements"): (i) the aggregate face amount of factored accounts receivable outstanding at any time shall not exceed $40,000,000; (ii) any Factor Advances under a Permitted Factoring Arrangement shall be included in the computation of Debt for purposes of Section 5.24(B)(viii) and may be secured by (x) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which are not sold and have not been identified for sale to such factor ("Non-Factored Accounts"), so long as such factor has expressly subordinated its Lien on such Non-Factored Accounts to the Lien of the Collateral Agent, pursuant to a subordination provision acceptable to the Administrative Agent, which subordinated Liens shall be included in the computation of Liens permitted by Section 5.16(j), and (y) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which have been identified for sale to such factor pursuant to the factoring arrangement but which have not yet been sold ("Identified Accounts"), which Liens shall be included in the computation of Liens permitted by Section 5.16(j) until they are actually sold pursuant to such factoring arrangement, but need not be subordinated pursuant to the foregoing (and any Non-Factored Accounts which become Identified Accounts shall no longer be subject to such subordination provisions). Upon the actual sale of Identified Accounts pursuant to such factoring arrangement (such sold accounts being "Factored Accounts"), the Lien of the Collateral Agent shall be automatically released pursuant to the Security Agreement.

Factoring Arrangements. The Borrower and its Subsidiaries shall not have any factoring arrangements, except those which comply with the provisions of this Section 5.23 ("Permitted Factoring Arrangements"): ): (i) the aggregate face amount of off factored accounts receivable outstanding at any time shall not exceed $40,000,00030,000,000; (ii) any Factor Advances under a Permitted Factoring Arrangement shall be included in the computation of Debt for purposes of Section 5.24(B)(viii) and may be secured by (x) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which are not sold and have not been identified for sale to such factor ("Non-Factored Accounts"), so long as such factor has expressly subordinated its Lien on such Non-Factored Accounts to the Lien of the Collateral Agent, pursuant to a subordination provision acceptable to the Administrative Agent, which subordinated Liens shall be included in the computation of Liens permitted by Section 5.16(j), and (y) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which have been identified for sale to such factor pursuant to the factoring arrangement but which have not yet been sold ("Identified Accounts"), which Liens shall be included in the computation of Liens permitted by Section 5.16(j) until they are actually sold pursuant to such factoring arrangement, but need not be subordinated pursuant to the foregoing (and any Non-Factored Accounts which become Identified Accounts shall no longer be subject to such subordination provisions). With respect to each Permitted Factoring Arrangement, there shall be a period of at least 60 consecutive days in any 12 month period during which there are not Factor Advances outstanding. Upon the actual sale of Identified Accounts pursuant to such factoring arrangement (such sold accounts being "Factored Accounts"), the Lien of the Collateral Agent shall be automatically released pursuant to the Security Agreement.

Factoring Arrangements. The Borrower Company and its Subsidiaries shall not have any factoring arrangements, except those which comply with the provisions of this Section 5.23 10.12 ("Permitted Factoring ArrangementsPERMITTED FACTORING ARRANGEMENTS"): ): (i) the aggregate face amount of factored accounts receivable outstanding at any time shall not exceed $40,000,000; (ii) any Factor Advances under a Permitted Factoring Arrangement shall be included in the computation of Debt for purposes of Section 5.24(B)(viii10.14(b)(viii) and may be secured by (x) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which are not sold and have not been identified for sale to such factor ("NonNON-Factored AccountsFACTORED ACCOUNTS"), so long as such factor has expressly subordinated its Lien on such Non-Factored Accounts to the Lien of the Collateral Agent, pursuant to a subordination provision acceptable to the Administrative AgentRequired Holders, which subordinated Liens shall be included in the computation of Liens permitted by Section 5.16(j10.7(j), and (y) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which have been identified for sale to such factor pursuant to the factoring arrangement but which have not yet been sold ("Identified AccountsIDENTIFIED ACCOUNTS"), which Liens shall be included in the computation of Liens permitted by Section 5.16(j10.7(j) until they are actually sold pursuant to such factoring arrangement, but need not be subordinated pursuant to the foregoing (and any Non-Factored Accounts which become Identified Accounts shall no longer be subject to such subordination provisions). Upon the actual sale of Identified Accounts pursuant to such factoring arrangement (such sold accounts being "Factored AccountsFACTORED ACCOUNTS"), the Lien of the Collateral Agent shall be automatically released pursuant to the Security Agreement. (xii) Section 10.14 hereby is amended by deleting it in its entirety and substituting the following therefor:

Factoring Arrangements. (Section 5.23) The Borrower and its Subsidiaries shall not have any factoring arrangements, except those which comply with the provisions of this Section 5.23 ("Permitted Factoring Arrangements"): (i) the aggregate face amount of factored accounts receivable outstanding at any time shall not exceed $40,000,000; (ii) any Factor Advances under a Permitted Factoring Arrangement shall be included in the computation of Debt for purposes of Section 5.24(B)(viii) and may be secured by (x) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which are not sold and have not been identified for sale to such factor ("Non-Factored Accounts"), so long as such factor has expressly subordinated its Lien on such Non-Factored Accounts to the Lien of the Collateral Agent, pursuant to a subordination provision acceptable to the Administrative Agent, which subordinated Liens shall be included in the computation of Liens permitted by Section 5.16(j), and (y) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which have been identified for sale to such factor pursuant to the factoring arrangement but which have not yet been sold ("Identified Accounts"), which Liens shall be included in the computation of Liens permitted by Section 5.16(j) until they are actually sold pursuant to such factoring arrangement, but need not be subordinated pursuant to the foregoing (and any Non-Factored Accounts which become Identified Accounts shall no longer be subject to such subordination provisions). Upon the actual sale of Identified Accounts pursuant to such factoring arrangement (such sold accounts being "Factored Accounts"), the Lien of the Collateral Agent shall be automatically released pursuant to the Security Agreement. (a) aggregate face amount of factored accounts outstanding $_______________ ----------- ---------------------------------------------------------- -------------------------------------- (b) Limitation $40,000,000 ----------- ---------------------------------------------------------- --------------------------------------

Factoring Arrangements. The Borrower and its Subsidiaries shall not have any factoring arrangements, except those which comply with the provisions of this Section 5.23 ("Permitted Factoring Arrangements"): (i) the aggregate face amount of factored accounts receivable outstanding at any time shall not exceed $40,000,00030,000,000; (ii) any Factor Advances under a Permitted Factoring Arrangement shall be included in the computation of Debt for purposes of Section 5.24(B)(viii) and may be secured by (x) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which are not sold and have not been identified for sale to such factor ("Non-Factored Accounts"), so long as such factor has expressly subordinated its Lien on such Non-Factored Accounts to the Lien of the Collateral Agent, pursuant to a subordination provision acceptable to the Administrative Agent, which subordinated Liens shall be included in the computation of Liens permitted by Section 5.16(j), and (y) accounts receivable (and other receivables, including instruments, chattel paper, documents and general intangibles, and returned and repossessed goods related thereto) which have been identified for sale to such factor pursuant to the factoring arrangement but which have not yet been sold ("Identified Accounts"), which Liens shall be included in the computation of Liens permitted by Section 5.16(j) until they are actually sold pursuant to such factoring arrangement, but need not be subordinated pursuant to the foregoing (and any Non-Factored Accounts which become Identified Accounts shall no longer be subject to such subordination provisions). Upon the actual sale of Identified Accounts pursuant to such factoring arrangement (such sold accounts being "Factored Accounts"), the Lien of the Collateral Agent shall be automatically released pursuant to the Security Agreement.