Common use of Special Provisions Re: Receivables Clause in Contracts

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Party, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all material respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the such Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions deductions, or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereofhereof or Section 8.10 of the Credit Agreement; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the relevant Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor Debtors shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend reasonably acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party Collateral Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting ; and, except as disclosed to the foregoingCollateral Agent in writing at or prior to the time such Receivable is created, if that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Collateral Agent and, at the request of the Collateral Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Collateral Agent in order that such Receivable shall be assigned to the Secured Party Collateral Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Collateral Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurred and is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyCollateral Agent’s request, the Debtor Debtors shall notify the Secured Party Collateral Agent promptly of all returns and recoveries and, on the Secured PartyCollateral Agent’s request, deliver any such merchandise or other goods to the Secured PartyCollateral Agent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyCollateral Agent’s request, the Debtor Debtors shall also notify the Secured Party Collateral Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyCollateral Agent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyCollateral Agent’s consent. The Secured Party Collateral Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Collateral Agent considers advisable. (cd) To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Collateral Agent; provided that, prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Collateral Agent, a debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments and tangible Chattel paper held by the Debtors and not delivered to the Collateral Agent hereunder is less than Ten Thousand Dollars ($10,000.00) at any one time outstanding. Unless delivered to the Secured Party Collateral Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Collateral Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Collateral Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper)Party; that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Party, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by the Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of businessbusiness if such Receivable is an account; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s 's business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall -10- be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s 's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s 's request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s 's consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting ; and, except as disclosed to the foregoingAgent in writing at or prior to the time such Receivable is created, if that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Agent and, at the request of the Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurred and is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Agent; provided, however, that, prior to the existence of a Default or Event of Default and thereafter (so long as such Default or Event of Default continues to exist) until otherwise required by the Agent, a debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments and tangible Chattel Paper held by the Debtors and not delivered to the Agent hereunder is less than $2,500,000 at any one time outstanding. Unless delivered to the Secured Party Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable which is an account receivable becomes subject to the security interest interests provided for hereby, and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no subsisting and if such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders an account receivable, arises out of which and for services theretofore actually rendered or to be rendered by such Debtor to, the same aroseaccount debtor named therein; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of businessbusiness if such Receivable is an account receivable; and that the amount of such Receivable represented as owing is not disputed disputed, and is not subject to any set-offs, credits, deductions or countercharges other than those arising in counter charges; that no Receivable is evidenced by any instrument or chattel paper unless such instrument or chattel paper has theretofore been endorsed by the ordinary course of the Debtor’s business which are disclosed appropriate Debtor and delivered to the Secured Party Bank (except to the extent the Bank specifically requests such Debtor not to do so with respect to any such instrument or chattel paper); and that no surety bond was required or given in writing promptly upon connection with said Receivable or the Debtor becoming aware thereofcontracts or purchase orders out of which the same arose. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party Bank and execute whatever instruments and documents are required by the Secured Party Bank in order that such Receivable shall be assigned to the Secured Party Bank and that proper notice of such assignment shall be given under the federal Federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may beAct. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Party, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to bebe in all material respects; that each Receivable is valid and subsistingsubsisting in all material respects; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except that, prior to the extent occurrence of an Event of Default and thereafter until otherwise notified by the Secured Party specifically requests Agent, such Debtor will not be required to endorse and deliver to the Debtor not to do so with respect to Agent any such Instrument or Chattel PaperPaper if and only so long as the aggregate outstanding balance of all such Instruments and Chattel Paper not so endorsed and delivered to the Agent hereunder is less than $375,000 at any one time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-set offs, credits, deductions deductions, or countercharges other than those arising in the ordinary course of the Debtorsuch Xxxxxx’s business or which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises Receivables in excess of $375,000 in the aggregate arise out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party and Agent and, at the Agent’s request, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor other than in the Debtor ordinary course of business as presently conducted without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each Receivable of its Receivables and all papers and documents relating thereto are genuine and in all material respects what they purport to be; that each Receivable of its Receivables is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if . (b) If any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereof, or any department, agency or instrumentality of any of the foregoinginstrumentalities, the relevant Debtor agrees to notify to, at the request of Secured Party and Party, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or Act, any successor statute) statute or any similar state or local statute, as statute relating to the case may beassignment of such Receivables. (bc) Unless and until an default occurs and is continuing hereunder, under the Guaranty or under any other document, agreement or instrument involving Debtor and/or Borrower or any of their Affiliates and Secured Party (each, an "Event of Default occurs which has not been waived in writing by the Secured PartyDefault"), any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, . Upon the occurrence and during the existence continuation of any an Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until such an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any an Event of Default which has not been waived in writing by the Default, if Secured PartyParty so requests, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s 's request, deliver any such merchandise or other goods to the Secured Party. During Upon the existence occurrence and during the continuation of any an Event of Default which has not been waived in writing by the Default, at Secured Party, the 's request Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyParty hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent's consent (such consent not to be unreasonably withheld or delayed). The Secured Party may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partysuch a default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party reasonably considers advisable. (cd) Unless delivered to the Secured Party or its agent, all All tangible Chattel Paper and Instruments shall be delivered to Secured Party or, if Secured Party consents (which consent may be withheld in the sole discretion of Secured Party) and subject to subsection 5(b)(i), such Chattel Paper and Instruments may be retained by Debtor but shall thereafter contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the Debtor Company shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor Company set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an Account, arises out of a bona fide sale of goods sold and delivered by the Company to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Company to, the account debtor named therein; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the Debtor Company and delivered to the Secured Party Agent (except to the extent the Secured Party Agent specifically requests the Debtor Company not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that if said Receivable is scheduled, listed or referred to on any certificate evidencing the amount of such Borrowing Base or is otherwise a Receivable represented which the Company wants the Lenders to consider as owing is not disputed and is not subject to any set-offsan Eligible Account, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofthat said Receivable qualifies as an Eligible Account. Without limiting the foregoing, if any Receivable which the Company desires to qualify as an Eligible Account arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereof, or any department, agency or instrumentality of any of the foregoinginstrumentalities, the Debtor Company agrees to notify the Secured Party Agent and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be). (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyhereunder occurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Company in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the Debtor Company as trustee for the Secured Party Agent and the Lenders and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyhereunder occurs, the Debtor Company may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor Company in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the Debtor Company shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the Debtor Company shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Lenders hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor Company without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party Lenders or its agentAgent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Lenders indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Lenders contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such ReceivableReceivables; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except to the extent the Secured Party Agent specifically requests the such Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such said Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; business if such Receivable is an account and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s 's business which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party Agent and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be). (b) Each Debtor shall keep all of its books and records relating to the Receivables only at its chief executive office described in Section 3(b) hereof. (c) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are is returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Debtors in the ordinary course of its business as presently conducted their respective businesses in accordance with Section 6(b5(b) hereof; and, during the existence of any after an Event of DefaultDefault occurs, such merchandise and other goods shall be set aside at the request of the Secured Party and held by each of the Debtor Debtors as trustee for the Secured Party Agent and the Banks and shall remain part of the Secured Party’s Agent's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the each Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted and otherwise for amounts and on terms which the such Debtor in good faith considers advisable; and. However, during the existence of any after an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, and on request deliver the Secured Party’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any After an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Banks, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the such Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times during the existence of any after such an Event of Default which has not been waived in writing by the Secured Partyoccurred, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) Unless delivered From time to time, as the Secured Party Agent may request of any Debtor, such Debtor shall provide the Agent with schedules describing all Receivables created or its agentacquired by such Debtor, all tangible Chattel Paper provided, however, that the failure of such Debtor to execute and Instruments deliver such schedules shall contain a legend acceptable to not affect or limit the Secured Party indicating that such Chattel Paper or Instrument is subject to the Agent's security interest or other rights in and to any such Receivables. Together with each schedule, each Debtor shall if requested by the Agent, furnish copies of customers' invoices or the Secured Party contemplated by this Security Agreementequivalent, and original shipping or delivery receipts, for all merchandise sold, and each Debtor warrants the genuineness thereof.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all material respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; as set forth below, that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which which, to the extent that the aggregate amount of such set-offs, credits, deductions or countercharges exceeds $250,000 at any one time, are disclosed to the Secured Party Agent in writing promptly upon such Debtor or the Debtor Borrower becoming aware thereof. Without limiting that such threshold amount has been exceeded and promptly upon such Debtor or the foregoingBorrower becoming aware of any additional set-offs, if credits, deductions or countercharges at all times when such threshold amount has been exceeded; and, except as disclosed to the Agent in writing at or prior to the time such Receivable is created, that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Agent and, at the request of the Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurred and is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good its reasonable business judgment faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) Unless To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Secured Party Agent; provided, however, that, prior to the existence of a Default or its agentEvent of Default and thereafter until otherwise required by the Agent, all a debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments shall contain a legend acceptable and tangible Chattel Paper held by the Debtors and not delivered to the Secured Party indicating that such Chattel Paper or Instrument Agent hereunder is subject to the security interest less than $250,000 (excluding those notes set forth in Section 8.9(m) of the Secured Party contemplated by this Security Credit Agreement) at any one time outstanding.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each of its Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each of its Receivable is valid and subsistingexisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except to the extent the Secured Party specifically requests the Debtor aggregate unpaid amount of such instruments and chattel paper not to do so with respect to endorsed and delivered is less than $100,000 at any such Instrument or Chattel Paperone time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that if said Receivable is scheduled, listed or referred to on any certificate evidencing the amount of Borrowing Base or is otherwise a Receivable which such Debtor wants the Lenders to consider an Eligible Account, that said Receivable represented qualifies as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofan Eligible Account. Without limiting the foregoing, if If any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any department, agency or instrumentality after the occurrence and during the continuance of any Event of the foregoingDefault, the relevant Debtor agrees to notify the Secured Party and Agent and, at the request of the Agent or the Required Lenders, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as statute relating to the case may beassignment of such Receivables. (b) Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the such Debtor as trustee for the Secured Party Agent and the Lenders and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, the relevant Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Lenders hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide -9- sale of goods sold and delivered by the Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of businessbusiness if such Receivable is an account; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s 's business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s 's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s 's request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s 's consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Party-10- Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which which, to the extent that the aggregate amount of such set-offs, credits, deductions or countercharges exceeds $50,000 at any one time, are disclosed to the Secured Party Agent in writing promptly upon such Debtor or the Debtor Borrower becoming aware thereof. Without limiting that such threshold amount has been exceeded and promptly upon such Debtor or the foregoingBorrower becoming aware of any additional set-offs, if credits, deductions or countercharges at all times when such threshold amount has been exceeded; and, except as disclosed to the Agent in writing at or prior to the time such Receivable is created, that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Agent and, at the request of the Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurred and is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Agent; provided, however, that, prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Agent, a debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments and tangible Chattel Paper held by the Debtors and not delivered to the Agent hereunder is less than $50,000 at any one time outstanding. Unless delivered to the Secured Party Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the Debtor Company shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor Company set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by the Company to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Company to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the Debtor Company and delivered to the Secured Party Agent (except to the extent the Secured Party Agent specifically requests the Debtor Company not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that if said Receivable is scheduled, listed or referred to on any certificate evidencing the amount of such Borrowing Base or is otherwise a Receivable represented which the Company wants the Lenders to consider as owing is not disputed and is not subject to any set-offsan Eligible Account, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofthat said Receivable qualifies as an Eligible Account. Without limiting the foregoing, if any Receivable which the Company desires to qualify as an Eligible Account arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereof, or any department, agency or instrumentality of any of the foregoinginstrumentalities, the Debtor Company agrees to notify the Secured Party Agent and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be). (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyhereunder occurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Company in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the Debtor Company as trustee for the Secured Party Agent and the Lenders and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyhereunder occurs, the Debtor Company may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor Company in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the Debtor Company shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the Debtor Company shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Lenders hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor Company without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each of its Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each of its Receivable is valid and subsisting; that no existing and, if such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor an account, arises out of a bona fide sale of goods sold and delivered to by such Debtor to, or in the Secured Party (except to process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper)account debtor named therein; and that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that . (b) To the amount extent any Receivables or other item of the Receivable represented as owing Collateral is the correct amount actually evidenced by an instrument, each Debtor shall cause such instrument to be pledged and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed delivered to the Agent; provided, however, that, prior to the existence of a Default or Event of Default and thereafter until otherwise required by the Agent or the Secured Party in writing promptly upon Creditors, a Debtor shall not be required to deliver any such instrument if and only so long as the Debtor becoming aware thereof. Without limiting aggregate unpaid principal balance of all such instruments held by the foregoing, if Debtors and not delivered to the Agent under the Collateral Documents is less than $500,000 at any one time outstanding. (c) If any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any departmentthe relevant Debtor agrees to, agency or instrumentality of any at the request of the foregoing, the Debtor agrees to notify Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as statute relating to the case may beassignment of such Receivables. (bd) Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the such Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, the relevant Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, at the Secured PartyAgent's request, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyCreditors hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each of its Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each of its Receivable is valid and subsistingexisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except to the extent the Secured Party specifically requests the Debtor aggregate unpaid amount of such instruments and chattel paper not to do so with respect to endorsed and delivered is less than $5,000,000 at any such Instrument or Chattel Paperone time outstanding); and that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if If any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any department, agency or instrumentality after the occurrence and during the continuance of any Event of the foregoingDefault, the relevant Debtor agrees to notify the Secured Party and Agent and, at the request of the Agent or the Required Banks, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as statute relating to the case may beassignment of such Receivables. (b) Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the such Debtor as trustee for the Secured Party Agent and the Lenders and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, the relevant Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Lenders hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor other than on normal trade terms in the Debtor ordinary course of business as presently conducted without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party (except that, prior to the extent occurrence of an Event of Default and thereafter until otherwise notified by the Secured Party, such Debtor will not be required to endorse and deliver to the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel PaperPaper if and only so long as the aggregate outstanding balance of all such Instruments and Chattel Paper not so endorsed and delivered to the Secured Party hereunder is less than $250,000 at any one time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions deductions, or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the relevant Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor Debtors shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests or authorizes the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are to the Debtor’s knowledge true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partycured occurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s written request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party Administrative Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting ; and, except as disclosed to the foregoingAdministrative Agent in writing at or prior to the time such Receivable is created, if that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Administrative Agent and, at the request of the Administrative Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Administrative Agent in order that such Receivable shall be assigned to the Secured Party Administrative Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless [Reserved]. (d) To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and until an delivered to the Administrative Agent; provided, however, that, prior to the existence of a Default or Event of Default occurs which has not been waived in writing and thereafter until otherwise required by the Secured PartyAdministrative Agent, a Debtor shall not be required to deliver any merchandise such Instrument or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by tangible Chattel Paper if and only so long as the Debtor in the ordinary course aggregate unpaid principal balance of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, all such merchandise Instruments and other goods shall be set aside at the request of the Secured Party and tangible Chattel Paper held by the Debtor as trustee for the Secured Party Debtors and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods delivered to the Secured PartyAdministrative Agent hereunder is less than $100,000 at any one time outstanding. During the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Party, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party Administrative Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Administrative Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Administrative Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to bebe in all material respects; that each Receivable is valid and subsistingsubsisting in all material respects; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except that, prior to the extent occurrence of an Event of Default and thereafter until otherwise notified by the Secured Party specifically requests Agent, such Debtor will not be required to endorse and deliver to the Debtor not to do so with respect to Agent any such Instrument or Chattel PaperPaper if and only so long as the aggregate outstanding balance of all such Instruments and Chattel Paper not so endorsed and delivered to the Agent hereunder is less than $375,000 at any one time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions deductions, or countercharges other than those arising in the ordinary course of the such Debtor’s business or which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises Receivables in excess of $375,000 in the aggregate arise out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party and Agent and, at the Agent’s request, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor other than in the Debtor ordinary course of business as presently conducted without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable of Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable of Debtor and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable of Debtor is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor Debtor, upon Agent’s request, and delivered to the Secured Party Agent (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paperupon Agent’s request); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges countercharges, other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofbusiness. Without limiting the foregoing, if any Receivable of Debtor arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and Agent and, at Agent’s request, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be.. DEN-181870-4 (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the Debtor as trustee for the Secured Party Agent and shall remain part of the Secured PartyAgent’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Agent contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable of any Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable of such Debtor and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable of such Debtor is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Administrative Agent (except to the extent the Secured Party Administrative Agent specifically requests the such Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-set offs, credits, deductions or countercharges countercharges, other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party Administrative Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable of any Debtor in excess of $1,000,000 arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the such Debtor agrees to notify the Secured Party Administrative Agent and execute whatever instruments and documents are required by the Secured Party Administrative Agent in order that such Receivable shall be assigned to the Secured Party Administrative Agent and that proper notice of such assignment shall be given under the federal Federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Debtors in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Administrative Agent and held by the Debtor such Debtors as trustee for the Secured Party Administrative Agent and shall remain part of the Secured PartyAdministrative Agent’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the any Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the each Debtor shall notify the Secured Party Administrative Agent promptly of all returns and recoveries and, on the Secured PartyAdministrative Agent’s request, deliver any such merchandise or other goods to the Secured PartyAdministrative Agent. During the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the each Debtor shall also notify the Secured Party Administrative Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAdministrative Agent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the such Debtor without the Secured PartyAdministrative Agent’s consent. The Secured Party Administrative Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Administrative Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that (i) all warranties of the Debtor set forth in this Security Agreement Agreement, to the extent applicable to such Receivables, are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced (ii) as to any reports requested by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except as to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; Receivables, that the amount of the Receivable represented as owing is in all material respects the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal United States Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, upon the request of the Secured Party all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each of its Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each of its Receivable is valid and subsisting; that no existing and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein. (b) To the extent any Receivables or other item of Collateral is evidenced by any Instrument or Chattel Paper unless an instrument, each Debtor shall cause such Instrument or Chattel Paper has theretofore been endorsed by the Debtor instrument to be pledged and delivered to the Secured Party (except Agent; provided, however, that, prior to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out existence of a contract with the United States Default or Event of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party Default and execute whatever instruments and documents are thereafter until otherwise required by the Secured Party in order that Agent or the Required Lenders, a Debtor shall not be required to deliver any such Receivable shall be assigned instrument if and only so long as the aggregate fair market value of all such instruments held by the Debtors and not delivered to the Secured Party and that proper notice of such assignment shall be given Agent under the federal Assignment of Claims Act (or Security Documents is less than $5,000,000 at any successor statute) or any similar state or local statute, as the case may beone time outstanding. (bc) Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of DefaultDefault hereunder, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the such Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default hereunder occurs which has not been waived in writing by the Secured Partyand is continuing, the relevant Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by hereunder, unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyCreditors hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured Partyhereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of To the time extent any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument an Instrument, Document or Chattel Paper, there is only one original executed copy of such Instrument, Document or Chattel Paper. All such Instruments, Documents and Chattel Paper shall be conspicuously marked on the face of each such item with the following legend disclosing the security interest granted to Agent: “A Security Interest in this Document has been granted to BMO Bank N.A. (and its successors and assigns), as Agent, under a Loan and Security Agreement” or such other written legend acceptable to Agent; provided that no surety bond was required Instruments, Documents and Chattel Paper generated by the Borrower and prior to the Closing Date may instead be stamped with or given otherwise include the following words: “This document is pledged as collateral in favor of Xxxxx Fargo Bank, National Association, as Agent.” Each of the Agent and the Lenders authorize the Borrowers or their agents or assigns to cancel or otherwise modify any such legend or stamp upon a Permitted Transfer to a Special Purpose Receivables Subsidiary in connection with such a Permitted Receivables Financing; provided, the legend disclosing the security interest granted to Agent shall be restored to any Reconveyed Receivable or that is not a Permitted Financing Reconveyed Receivable concurrently with the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount transfer of such Receivable represented as owing is not disputed to a Debtor. In all cases, all Instruments, Documents and is not subject Chattel Paper evidencing the Receivables (and all certificates of title or other evidences of lien relating to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and execute whatever instruments and documents are required by the Secured Party in order that such Receivable collateral security therefor) shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by the Secured Party, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived be segregated in writing by the Secured Partyfiles and kept in fireproof file cabinets or storage containers, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to in each case disclosing the security interest of Agent. . To the Secured Party contemplated extent any Receivable constitutes Electronic Chattel Paper or a Payment Intangible not evidenced by this Security a tangible writing, (i) to the extent such Receivable was created electronically, the relevant account debtor or obligor shall have consented to entering into such contract through an agreed-upon electronic medium (and retrievable records evidencing such consent are at all times retained by the relevant Debtors), (ii) to the extent such Receivable was originated in a tangible form before being converted into an electronic transaction, the original tangible form has been destroyed or otherwise marked to indicate it is not the authoritative copy (within the meaning of UCC Section 9-105 for Electronic Chattel Paper and with a similar meaning for Payment Intangible not evidenced by a tangible writing) and the contract provides that the holder may retain the Receivable (and any related records) electronically as the authoritative copy thereof, (iii) there shall be only one authoritative copy of such Receivable, and (iv) at all times (x) in the case of Electronic Chattel Paper, the electronic record or records comprising such Receivable are created, stored and collaterally assigned to Agent in a manner sufficient to grant control over such Receivable to Agent subject to a written control agreement reasonably acceptable to Agent with a third-party vendor storing such records who shall be reasonably acceptable to Agent and (y) in the case of any Payment Intangible not evidenced by a tangible writing, the electronic record or records comprising such Receivable are created, stored and collaterally assigned to Agent and are subject to a written control agreement reasonably acceptable to Agent with a third-party vendor storing such records who shall be reasonably acceptable to Agent (each agreement satisfying the requirements of clause (x) and/or (y) for the relevant type of Collateral, a “Electronic Collateral Control Agreement”) . Upon the occurrence and during the continuation of any Default, Agent shall be entitled to exercise control or otherwise give such third-party vendor instructions with respect to such electronic transactions (including instructions to transfer or export such electronic transactions as Agent shall direct). Agent acknowledges that at all times the Receivables (whether in tangible or electronic form) may be subject to inspection and examination by relevant governmental regulatory agencies.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such ReceivableReceivables; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except to the extent the Secured Party Agent specifically requests the such Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such said Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; business if such Receivable is an account and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s 's business which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof; provided, however, that the untruth of the foregoing warranties of this sentence as to Receivables aggregating not more than $100,000 shall not constitute a breach of this sentence. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any departmentif and to the extent the Agent so requests, agency or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party Agent and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be). (b) Each Debtor shall keep all of its books and records relating to the Receivables only at its chief executive office described in Section 3(b) hereof. (c) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are is returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Debtors in the ordinary course of its business as presently conducted their respective businesses in accordance with Section 6(b5(b) hereof; and, during the existence of any after an Event of DefaultDefault occurs, such merchandise and other goods shall be set aside at the request of the Secured Party and held by each of the Debtor Debtors as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Agent's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the each Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted and otherwise for amounts and on terms which the such Debtor in good faith considers advisable; and. However, during the existence of any after an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, and on request deliver the Secured Party’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any After an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent or the Secured PartyCreditors, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the such Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times during the existence of any after such an Event of Default which has not been waived in writing by the Secured Partyoccurred, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) Unless delivered From time to time, as the Secured Party Agent may request of any Debtor, such Debtor shall provide the Agent with schedules describing all Receivables created or its agentacquired by such Debtor, all tangible Chattel Paper provided, however, that the failure of such Debtor to execute and Instruments deliver such schedules shall contain a legend acceptable to not affect or limit the Secured Party indicating that such Chattel Paper or Instrument is subject to the Agent's security interest or other rights in and to any such Receivables. Together with each schedule, each Debtor shall if requested by the Agent, furnish copies of customers' invoices or the Secured Party contemplated by this Security Agreementequivalent, and original shipping or delivery receipts, for all merchandise sold, and each Debtor warrants the genuineness thereof.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables Receivable that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each such Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each such Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the such Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which which, to the extent that the aggregate amount of such set-offs, credits, deductions or countercharges exceeds $50,000 at any one time, are disclosed to the Secured Party Agent in writing promptly upon such Debtor or the Debtor Borrower becoming aware thereof. Without limiting that such threshold amount has been exceeded and promptly upon such Debtor or the foregoingBorrower becoming aware of any additional set-offs, if credits, deductions or countercharges at all times when such threshold amount has been exceeded; and, except as disclosed to the Agent in writing at or prior to the time such Receivable is created, that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) If any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to promptly so notify the Agent and, at the request of the Agent or the Secured Party and Creditors, execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (bc) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Party, occurred and is continuing any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the relevant Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Creditors’ Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurred and is continuing, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good its reasonable business judgment faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured PartyAgent’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent’s request, the Debtor Debtors shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyAgent’s consent. The Secured Party Agent may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) Unless To the extent any Receivable or other item of Collateral is evidenced by an Instrument or tangible Chattel Paper, each Debtor shall cause such Instrument or tangible Chattel Paper to be pledged and delivered to the Secured Party Agent; provided, however, that, prior to the existence of a Default or its agentEvent of Default and thereafter until otherwise required by the Agent, all a debtor shall not be required to deliver any such Instrument or tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such Instruments shall contain a legend acceptable and tangible Chattel Paper held by the Debtors and not delivered to the Secured Party indicating that such Chattel Paper or Instrument Agent hereunder is subject to the security interest less than $50,000 (excluding those notes set forth in Section 8.9(h) and 8.9(m) of the Secured Party contemplated by this Security Credit Agreement) at any one time outstanding.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by the Debtor to, or in the process of being delivered to, or out of and for services theretofore actually rendered by the Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except that, prior to the extent occurrence of an Event of Default and thereafter until otherwise notified by the Secured Party, the Debtor will not be required to endorse and deliver to the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper if and only so long as the aggregate outstanding balance of all such instruments and chattel paper not so endorsed and delivered to the Secured Party hereunder is less than $50,000 at any one time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of businessbusiness if such Receivable is an account; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s 's business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party's request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b5(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s 's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s 's request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, unless the Secured PartyParty requests otherwise, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s 's consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except that, prior to the extent occurrence and continuation of a Default and thereafter until otherwise notified by the Secured Party, the Debtor will not be required to endorse and deliver to the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel PaperPaper if and only so long as the aggregate outstanding balance of all such Instruments and Chattel Paper not so endorsed and delivered to the Secured Party hereunder is less than $10,000 at any one time outstanding); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofbusiness. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, ,the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of a Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b5(b) hereof; and, during the existence continuation of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of a Default occurs which has not been waived in writing by the Secured Partyand is continuing, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence continuation of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence continuation of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence continuation of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party reasonably considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such its Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct in all material respects with respect to each such Receivable; that each Receivable of its Receivables and all papers and documents relating thereto are genuine and in all material respects what they purport to be; that each Receivable of its Receivables is valid and subsisting; that no existing and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered by such Debtor to, or in the process of being delivered to, or out of or for services theretofore actually rendered by such Debtor to, the account debtor named therein subject to any credits in the ordinary course; PROVIDED, HOWEVER, that the representations and warranties contained in this Section 4(a) shall not apply to Receivables aggregating at any one time an amount less than $500,000. (b) To the extent any Receivables or other item of Collateral is evidenced by any Instrument or Chattel Paper unless an instrument, each Debtor shall cause such Instrument or Chattel Paper has theretofore been endorsed by the Debtor instrument to be pledged and delivered to the Secured Party (except Agent; PROVIDED, HOWEVER, that, prior to the extent existence of a Default of Event of Default and thereafter until otherwise required by the Agent or the Secured Party specifically requests the Creditors, a Debtor shall not be required to do so with respect to deliver any such Instrument or Chattel Paper); that no surety bond was required or given in connection with instrument if and only so long as (i) the fair market value of any such Receivable or instrument held by such Debtor is less than $250,000 and (ii) the contracts or purchase orders out aggregate fair market value of which all such instruments held by the same arose; that the amount of the Receivable represented as owing is the correct amount actually Debtors and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed delivered to the Secured Party in writing promptly upon Agent under the Debtor becoming aware thereof. Without limiting the foregoing, if Collateral Documents is less than $250,000 at any one time outstanding. (c) If any Receivable arises out of a contract in an amount greater than $100,000 with the United States of America, America or any state or political subdivision thereof, or any department, agency or instrumentality thereof, at the request of the Agent or the Secured Creditors after the occurrence and during the continuation of any Event of the foregoingDefault, the relevant Debtor agrees to notify the Secured Party and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as statute relating to the case may beassignment of such Receivables. (bd) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, upon the occurrence and during the existence continuation of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party Agent and held by the such Debtor as trustee for the Secured Party Creditors and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the relevant Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, . Upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by Default, if the Secured PartyAgent so requests, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, on the Secured Party’s Agent's request, deliver any such merchandise or other goods to the Secured PartyAgent. During Upon the existence occurrence and during the continuation of any Event of Default which has not been waived in writing by Default, at the Secured PartyAgent's request, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyCreditors hereunder, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s consentAgent's consent (such consent not to be unreasonably withheld or delayed). The Secured Party Agent may, at all times upon the occurrence and during the existence continuation of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent reasonably considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such Receivables (i) that all warranties of the such Debtor set forth in this Security Agreement are true and correct are, with respect to each such Receivable, true and correct in all respects (or in all material respects if such warranty is not by its terms already qualified as to materiality); (ii) that each Receivable and and, to such Debtor’s knowledge, all papers and documents relating thereto thereto, are genuine and in all material respects what they purport to be; (iii) that each Receivable is valid and subsisting; (iv) that no such Receivable is evidenced by any Instrument (other than a Check) or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the applicable Debtor and delivered to the Secured Party Bank (except to the extent the Secured Party Bank specifically requests the such Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; (v) that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that (vi) that, to such Debtor’s knowledge, the amount of such Receivable represented as owing is not disputed and is not subject to any set-offssetoffs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s business which are or as otherwise disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereofBank. Without limiting the foregoing, if any Receivable arises Receivables arising out of a contract contracts with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, with a value in excess of $250,000 in the Debtor agrees aggregate, the Debtors agree to notify the Secured Party Bank and execute whatever instruments 726830840.4 18564250 and documents are required by the Secured Party Bank in order that such Receivable shall be assigned to the Secured Party Bank and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Debtors in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; and, during the existence of any Event of DefaultDefault that is continuing, such merchandise and other goods shall be set aside at the reasonable request of the Secured Party Bank and held by the Debtor Debtors as trustee for the Secured Party Bank and shall remain part of the Secured PartyBank’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyand is continuing, the each Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the such Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured Partythat is continuing, the Debtor Debtors shall notify the Secured Party Bank promptly of all returns and recoveries and, on the Secured PartyBank’s reasonable request, deliver any such merchandise or other goods to the Secured PartyBank. During the existence of any Event of Default which has not been waived in writing by the Secured Partythat is continuing, the Debtor Debtors shall also notify the Secured Party Bank promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyBank, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured PartyBank’s consent. The Secured Party Bank may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured Partythat is continuing, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Bank considers advisableadvisable acting reasonably and in good faith. (c) Unless delivered to the Secured Party Bank or its agent, all tangible Chattel Paper and Instruments in an amount exceeding $50,000 per any tangible Chattel Paper or Instrument, as applicable, or $250,000 in the aggregate for all such tangible Chattel Paper and Instruments, shall contain a legend acceptable to the Secured Party Bank indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party Bank contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable owned by a Debtor becomes subject to the security interest provided for hereby, and at all times thereafter, the such Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions deductions, or countercharges other than those arising in the ordinary course of the such Debtor’s business which are disclosed to the Secured Party in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency agency, or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyexists, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the relevant Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyexists, the Debtor Debtors may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries recoveries, and grant discounts, credits credits, and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the relevant Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor Debtors shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by Default, at the Secured Party’s request, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit credit, or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the any Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers reasonably advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, hereby and at all times thereafter, the each Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the such Debtor set forth in this Security Agreement are true and correct with respect to each such ReceivableReceivable constituting an Eligible Account; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsistingsubsisting and, if such Receivable is an account, arises out of a bona fide sale of goods sold and delivered (or intellectual property licensed) by such Debtor to, or in the process of being delivered (or, in the case of intellectual property, licensed) to, or out of and for services theretofore actually rendered by such Debtor to, the account debtor named therein; that no such Receivable is evidenced by any Instrument instrument or Chattel Paper chattel paper unless such Instrument instrument or Chattel Paper chattel paper has theretofore been endorsed by the such Debtor and delivered to the Secured Party Agent (except to the extent the Secured Party Agent specifically requests the such Debtor not to do so with respect to any such Instrument instrument or Chattel Paperchattel paper); that no surety bond was required or given in connection with such said Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; business if such Receivable is an account and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the such Debtor’s 's business which are disclosed to the Secured Party Agent in writing promptly upon the such Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, America or any state of its departments, agencies or political subdivision thereofinstrumentalities, or any department, agency or instrumentality of any of the foregoing, the each Debtor agrees to notify the Secured Party Agent and execute whatever instruments and documents are required by the Secured Party Agent in order that such Receivable shall be assigned to the Secured Party Agent and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be). (b) Each Debtor shall keep all of its books and records relating to the Receivables only at its chief executive office described in Section 3(b) hereof. (c) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are is returned by a customer or account debtor or otherwise recovered may be resold by the Debtor Debtors in the ordinary course of its business as presently conducted their respective businesses in accordance with Section 6(b5(b) hereof; and, during the existence of any after an Event of DefaultDefault occurs, such merchandise and other goods shall be set aside at the request of the Secured Party and held by each of the Debtor Debtors as trustee for the Secured Party Agent and the Lenders and shall remain part of the Secured Party’s Agent's Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the each Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted and otherwise for amounts and on terms which the such Debtor in good faith considers advisable; and. However, during the existence of any after an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall notify the Secured Party Agent promptly of all returns and recoveries and, and on request deliver the Secured Party’s request, deliver any such merchandise or other goods to the Secured PartyAgent. During the existence of any After an Event of Default which has not been waived in writing by occurred and unless the Secured PartyAgent requests otherwise, the each Debtor shall also notify the Secured Party Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured PartyAgent or the Lenders, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the such Debtor without the Secured Party’s Agent's consent. The Secured Party Agent may, at all times during the existence of any after such an Event of Default which has not been waived in writing by the Secured Partyoccurred, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party Agent considers advisable. (cd) Unless delivered From time to time, as the Secured Party Agent may request of any Debtor, such Debtor shall provide the Agent with schedules describing all Receivables created or its agentacquired by such Debtor, all tangible Chattel Paper provided, however, that the failure of such Debtor to execute and Instruments deliver such schedules shall contain a legend acceptable to not affect or limit the Secured Party indicating that such Chattel Paper or Instrument is subject to the Agent's security interest or other rights in and to any such Receivables. Together with each schedule, each Debtor shall if requested by the Agent, furnish copies of customers' invoices or the Secured Party contemplated by this Security Agreementequivalent, and original shipping or delivery receipts, for all merchandise sold, and each Debtor warrants the genuineness thereof.

Special Provisions Re: Receivables. (a) As of the time any Receivable becomes subject to the security interest provided for hereby, and at all times thereafter, the Debtor shall be deemed to have warranted as to each and all of such Receivables that all warranties of the Debtor set forth in this Security Agreement are true and correct with respect to each such Receivable; that each Receivable and all papers and documents relating thereto are genuine and in all respects what they purport to be; that each Receivable is valid and subsisting; that no such Receivable is evidenced by any Instrument or Chattel Paper unless such Instrument or Chattel Paper has theretofore been endorsed by the Debtor and delivered to the Secured Party (except to the extent the Secured Party specifically requests the Debtor not to do so with respect to any such Instrument or Chattel Paper); that no surety bond was required or given in connection with such Receivable or the contracts or purchase orders out of which the same arose; that the amount of the Receivable represented as owing is the correct amount actually and unconditionally owing, except for normal cash discounts on normal trade terms in the ordinary course of business; and that the amount of such Receivable represented as owing is not disputed and is not subject to any set-offs, credits, deductions or countercharges other than those arising in the ordinary course of the Debtor’s business which are disclosed to the Secured Party in writing promptly upon the Debtor becoming aware thereof. Without limiting the foregoing, if any Receivable arises out of a contract with the United States of America, or any state or political subdivision thereof, or any department, agency or instrumentality of any of the foregoing, the Debtor agrees to notify the Secured Party and and, at the Secured Party’s request, execute whatever instruments and documents are required by the Secured Party in order that such Receivable shall be assigned to the Secured Party and that proper notice of such assignment shall be given under the federal Assignment of Claims Act (or any successor statute) or any similar state or local statute, as the case may be. (b) Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; and, during the existence of any Event of Default, such merchandise and other goods shall be set aside at the request of the Secured Party and held by the Debtor as trustee for the Secured Party and shall remain part of the Secured Party’s Collateral. Unless and until an Event of Default occurs which has not been waived in writing by the Secured Partyoccurs, the Debtor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of its business as presently conducted for amounts and on terms which the Debtor in good faith considers advisable; and, during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the Debtor shall notify the Secured Party promptly of all returns and recoveries and, on the Secured Party’s request, deliver any such merchandise or other goods to the Secured Party. During the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, the Debtor shall also notify the Secured Party promptly of all disputes and claims and settle or adjust them at no expense to the Secured Party, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business as presently conducted shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by the Debtor without the Secured Party’s consent. The Secured Party may, at all times during the existence of any Event of Default which has not been waived in writing by the Secured PartyDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Secured Party considers advisable. (c) Unless delivered to the Secured Party or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Secured Party indicating that such Chattel Paper or Instrument is subject to the security interest of the Secured Party contemplated by this Security Agreement.