Common use of Special Provisions Re: Receivables Clause in Contracts

Special Provisions Re: Receivables. (a) So long as no Event of Default shall have occurred and be continuing, any merchandise or other goods which are returned by a customer or account debtor to any Debtor or are otherwise recovered by such Debtor, may be resold by such Debtor in the ordinary course of its business in accordance with Section 3(c) hereof; and after the occurrence and during the continuance of any Event of Default, at the request of the Agent, such merchandise and other goods shall be set aside and held by such Debtor as trustee for the Agent and the Secured Creditors and shall remain part of the Collateral. So long as no Event of Default shall have occurred and be continuing, 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 each case in the ordinary course of its business and otherwise for amounts and on terms which such Debtor considers advisable. However, after the occurrence and during the continuance of any Event of Default, at the request of the Agent, each Debtor shall notify the Agent promptly of all returns and recoveries and shall deliver the merchandise or other returned goods to the Agent. After the occurrence and during the continuance of any Event of Default, at the request of the Agent each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent or the Secured Creditors, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor without the Agent’s consent. The Agent may, at all times after the occurrence and during the continuance of any Event of Default, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable.

Special Provisions Re: Receivables. (a) So Except as otherwise provided in this subsection (a), each Debtor shall continue to collect, at its own expense, all amounts due or to become due such Debtor under the Receivables. In connection with such collections, a Debtor may take such action as such Debtor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to the Debtors of its intention to do so, to notify (and, if requested by the Agent, the Debtors shall notify) the account debtors or obligors under any Receivables, or other obligations in which a security interest is granted hereby, of the assignment of such Receivables or obligations to the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Debtor thereunder directly to the Agent and, upon such notification and at the expense of such Debtor, to enforce collection of any such Receivables or obligations through legal proceedings or otherwise, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Debtor might have done, and to do so in the Agent's own name or in the name of others (including, without limitation, such Debtor). After receipt by a Debtor of the notice from the Agent referred to in the proviso to the preceding sentence: (i) all amounts and proceeds (including instruments) received by a Debtor in respect of the Receivables, or other obligations in which a security interest is granted hereby, shall be received in trust for the benefit of the Agent hereunder, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be held as collateral and either released to such Debtor so long as no Event of Default shall have occurred and be continuing, any merchandise continuing or other goods which are returned by a customer or account debtor to any Debtor or are otherwise recovered by such Debtor, may be resold by such Debtor in the ordinary course of its business in accordance with Section 3(c) hereof; and after the occurrence and during the continuance of any Event of Default, at the request of the Agent, such merchandise and other goods shall be set aside and held by such Debtor as trustee for the Agent and the Secured Creditors and shall remain part of the Collateral. So long as no if an Event of Default shall have occurred and be continuing, 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 each case applied as provided in the ordinary course of its business Credit Agreement; and otherwise for amounts and on terms which such Debtor considers advisable. However, after the occurrence and during the continuance of any Event of Default, at the request of the Agent, each (ii) no Debtor shall notify the Agent promptly of all returns and recoveries and shall deliver the merchandise or other returned goods to the Agent. After the occurrence and during the continuance of any Event of Default, at the request of the Agent each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent or the Secured Creditors, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor without the Agent’s consent. The Agent may, at all times after the occurrence and during the continuance of any Event of Defaultadjust, settle or adjust disputes and claims directly with customers compromise the amount or payment of any Receivable, or other obligations in which a security interest is granted hereby, or release wholly or partly any account debtors for amounts and upon terms which the Agent considers advisabledebtor or obligor thereof, or allow any credit or discount thereon.

Special Provisions Re: Receivables. (a) So Except as otherwise provided in this subsection (a), each Debtor shall continue to collect, at its own expense, all amounts due or to become due such Debtor under the Receivables. In connection with such collections, a Debtor may take such action as such Debtor may deem necessary or advisable to enforce collection of the Receivables; provided, however, that the Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default and upon written notice to the Debtors of its intention to do so, to notify (and, if requested by the Agent, the Debtors shall notify) the account debtors or obligors under any Receivables, or other obligations in which a security interest is granted hereby, of the assignment of such Receivables or obligations to the Agent and to direct such account debtors or obligors to make payment of all amounts due or to become due to such Debtor thereunder directly to the Agent and, upon such notification and at the expense of such Debtor, to enforce collection of any such Receivables or obligations through legal proceedings or otherwise, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Debtor might have done, and to do so in the Agent's own name or in the name of others (including, without limitation, such Debtor). After receipt by a Debtor of the notice from the Agent referred to in the proviso to the preceding sentence: (i) all amounts and proceeds (including instruments) received by a Debtor in respect of the Receivables, or other obligations in which a security interest is granted hereby, shall be received in trust for the benefit of the Agent hereunder, shall be segregated from other funds of such Debtor and shall be forthwith paid over to the Agent in the same form as so received (with any necessary endorsement) to be held as collateral and either released to such Debtor so long as no Event of Default shall have occurred and be continuing, any merchandise continuing or other goods which are returned by a customer or account debtor to any Debtor or are otherwise recovered by such Debtor, may be resold by such Debtor in the ordinary course of its business in accordance with Section 3(c) hereof; and after the occurrence and during the continuance of any Event of Default, at the request of the Agent, such merchandise and other goods shall be set aside and held by such Debtor as trustee for the Agent and the Secured Creditors and shall remain part of the Collateral. So long as no if an Event of Default shall have occurred and be continuing, 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 each case applied as provided in the ordinary course of its business Credit Agreement; and otherwise for amounts and on terms which such Debtor considers advisable. However, after the occurrence and during the continuance of any Event of Default, at the request of the Agent, each (ii) neither Debtor shall notify the Agent promptly of all returns and recoveries and shall deliver the merchandise or other returned goods to the Agent. After the occurrence and during the continuance of any Event of Default, at the request of the Agent each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Agent or the Secured Creditors, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of merchandise or other goods shall be accepted by any Debtor without the Agent’s consent. The Agent may, at all times after the occurrence and during the continuance of any Event of Defaultadjust, settle or adjust disputes and claims directly with customers compromise the amount or payment of any Receivable, or other obligations in which a security interest is granted hereby, or release wholly or partly any account debtors for amounts and upon terms which the Agent considers advisabledebtor or obligor thereof, or allow any credit or discount thereon.