Common use of Receivables Financing Clause in Contracts

Receivables Financing. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee shall also be permitted to grant a prior security interest in Receivables (with the Lessor retaining a junior security interest therein) to an institutional lender which is providing a working capital line of credit (a "Working Capital Loan") for the exclusive use of Guarantor, Lessee and Affiliates of Lessee as long as such Lender enters into an intercreditor agreement with, and satisfactory to, Lessor pursuant to which, without limiting the foregoing, (1) Lessor shall be provided with notice with respect to defaults under the Working Capital Loan simultaneously with the delivery of such notice to Lessee and shall be afforded the option of curing defaults thereunder, (2) such lender's use of Instruments, Documents, General Intangibles and Chattel Paper shall be limited to a license only for the purpose of collecting Receivables and (3) the subordination of Lessor's interest in the Receivables shall be of no force and effect and Lessor's first priority security interest shall be reinstated from and after the occurrence of an Event of Default if, upon or following such Event of Default, Lessor either exercises any of its remedies set forth in Article 16 or Lessor notifies in writing such lender of Lessor's intention to invoke its right to reinstate its first priority security interest in the Receivables.

Receivables Financing. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee shall also be permitted to grant a prior security interest in Receivables (with the Lessor retaining a junior security interest therein) to an institutional lender which is providing a working capital line of credit (a "Working Capital Loan") for the exclusive use of Guarantor, Lessee and Affiliates of Lessee as long as such Lender enters into an intercreditor agreement with, and satisfactory to, Lessor pursuant to which, without limiting the foregoing, (1) Lessor shall be provided with notice with respect to defaults under the Working Capital Loan simultaneously with the delivery of such notice to Lessee and shall be afforded the option of curing defaults thereunder, (2) such lender's use of Instruments, Documents, General Intangibles and Chattel Paper shall be limited to a license only for the purpose of collecting Receivables and (3) the subordination of Lessor's interest in the Receivables shall be of no force and effect and Lessor's first priority security interest shall be reinstated from and after the occurrence of an Event of Default if, upon or following such Event of Default, Lessor either exercises any of its remedies set forth in Article 16 or Lessor notifies in writing such lender of Lessor's intention to invoke its right to reinstate its first priority security interest in the Receivables.. 35

Receivables Financing. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee shall also be permitted to grant a prior security interest in Receivables (with the Lessor retaining a junior ajunior security interest therein) to an institutional lender which is providing a working capital line of credit (a "Working Capital Loan") for the exclusive use of Guarantor, Lessee and Affiliates Affliates of Lessee as long as such Lender enters into an intercreditor agreement with, and satisfactory to, Lessor pursuant to which, without limiting the foregoing, (1) Lessor shall be provided with notice with respect to defaults under the Working Capital Loan simultaneously with the delivery of such notice to Lessee and shall be afforded the option of curing defaults thereunder, (2) such lender's use of Instruments, Documents, General Intangibles and Chattel Paper shall be limited to a license only for the purpose of collecting Receivables and (3) the subordination of Lessor's interest in the Receivables shall be of no ofno force and effect and Lessor's first priority security interest shall be reinstated from and after the occurrence of an Event of Default if, upon or following such Event of Default, Lessor either exercises any of its remedies set forth in Article 16 or Lessor notifies in writing such lender of Lessor's intention to invoke its right to reinstate its first priority security interest in the Receivables.. 6.2

Receivables Financing. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee shall also be permitted to grant a prior security interest in Receivables (with the Lessor retaining a junior security interest therein) to an institutional lender which is providing a working capital line of credit (a "Working Capital Loan") for the exclusive use of Guarantor, Lessee and Affiliates of Lessee as long as such Lender enters into an intercreditor agreement with, and satisfactory to, Lessor pursuant to which, without limiting the foregoing, (1) Lessor shall be provided with notice with respect to defaults under the Working Capital Loan simultaneously with the delivery of such notice to Lessee and shall be afforded the option of curing defaults thereunder, (2) such lender's use of Instruments, Documents, General Intangibles and Chattel Paper shall be limited to a license only for the purpose of collecting Receivables and (3) the subordination of Lessor's interest in the Receivables shall be of no force and effect and LessorXxxxxx's first priority security interest shall be reinstated from and after the occurrence of an Event of Default if, upon or following such Event of Default, Lessor either exercises any of its remedies set forth in Article 16 or Lessor notifies in writing such lender of Lessor's intention to invoke its right to reinstate its first priority security interest in the Receivables.

Receivables Financing. Notwithstanding any other provision hereof regarding the creation of Liens, Lessee shall also be permitted to grant a prior security interest in Receivables (with the Lessor retaining a junior security interest therein) to an institutional lender which is providing a working capital line of credit (a "Working Capital Loan") for the exclusive use of Guarantor, Lessee and Affiliates of Lessee as long as such Lender enters into an intercreditor agreement with, and satisfactory to, Lessor pursuant to which, without limiting the foregoing, (1) Lessor shall be provided with notice with respect to defaults under the Working Capital Loan simultaneously with the delivery of such notice to Lessee and shall be afforded the option of curing defaults thereunder, (2) such lender's use of Instruments, Documents, General Intangibles and Chattel Paper shall be limited to a license only for the purpose of collecting Receivables and (3) the subordination of Lessor's interest in the Receivables shall be of no force and effect and Lessor's first priority security interest shall be reinstated from and after the occurrence of an Event of Default if, upon or following such Event of Default, Lessor either exercises any of its remedies set forth in Article 16 or Lessor notifies in writing such lender of Lessor's intention to invoke its right to reinstate its first priority security interest in the Receivables.37