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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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).

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.

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.

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.

Special Provisions Re: Receivables. (a) As 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.

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.

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.

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.

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

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).

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).