Common use of Special Provisions Concerning Receivables Clause in Contracts

Special Provisions Concerning Receivables. (a) As of the time when ----------------------------------------- each Receivable of the Debtor arises, the Debtor shall be deemed to have warranted as to each such Receivable that such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be, and that each such Receivable (i) will, to its knowledge, represent the legal, valid and binding obligation of the account debtor thereon for the unpaid amount owed by such account debtor for the sale and delivery by the Debtor of the goods, or the performance by the Debtor of the services, listed therein, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein, (iii) will evidence obligations arising in the ordinary course of the Debtor's business in one or more arm's-length transactions, not subject to any stamp or other taxes, except as shall be disclosed to the Bank, and (iv) will be, to the best knowledge of the Debtor, in compliance and will conform with all applicable federal, state and local laws. The Debtor shall use its best efforts to take all steps necessary to preserve the liability of each account debtor, guarantor, endorser, obligor or secondary party on or with respect to the Receivables of the Debtor.

Special Provisions Concerning Receivables. (a) As of the time when ----------------------------------------- each any Receivable of the Debtor arises, the each Debtor shall be deemed to have warranted as to each such Receivable that such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be, and that each such Receivable (i) will, to its knowledge, will represent the genuine, legal, valid and binding obligation of the account debtor thereon for the unpaid amount owed by such account debtor for the sale and delivery by the such Debtor of the goods, or the performance by the such Debtor of the services, listed therein, (ii) will be the only original writings evidencing and embodying such obligation of the account debtor named therein, (iii) will evidence obligations arising true and undisputed obligations, enforceable in the ordinary course of the Debtor's business in one or more arm's-length transactions, accordance with their respective terms and not subject to any defenses, set-offs or counterclaims known to such Debtor, or stamp or other taxes, except as shall be disclosed to the BankSecured Party, and (iv) will be, to the best knowledge of the such Debtor, in compliance and will conform with all applicable federal, state and local lawslaws and applicable laws of any relevant foreign jurisdiction. The Each Debtor shall use its best efforts to take all steps necessary to preserve the liability of each account debtor, guarantor, endorser, obligor or secondary party on or with respect to the Receivables of the DebtorReceivables.