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, each Debtor shall be deemed to have warranted as to each and all of its Receivables that all warranties of such Debtor set forth in this 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 material respects what they purport to be; that each of its Receivable is valid and 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; 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. (b) To the extent any Receivables or other item of Collateral is evidenced by an instrument or chattel paper, each Debtor shall cause such instrument 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 or the Secured Creditors, a Debtor shall not be required to deliver any such instrument or chattel paper if and only so long as the aggregate unpaid principal balance of all such instruments and chattel paper held by the Debtors and not delivered to the Agent under the Collateral Documents is less than $1,000,000 at any one time outstanding. (c) If any Receivable arises out of a contract with the United States of America or any of its departments, agencies or instrumentalities, the relevant Debtor agrees to, at the request of the Agent or the Secured Creditors, execute whatever instruments and documents are required by the Agent in order that such Receivable shall be assigned to the 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 statute relating to the assignment of such Receivables. (d) Unless and until an Event of Default hereunder occurs 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 relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; upon the occurrence and during the continuation of any Event of Default hereunder, such merchandise and other goods shall be set aside at the request of the Agent and held by such Debtor as trustee for the Secured Creditors and shall remain part of the Collateral. Unless and until an Event of Default hereunder occurs and 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 such Debtor in good faith considers advisable. Upon the occurrence and during the continuation of any Event of Default hereunder, at the request of the Agent, each Debtor shall notify the Agent promptly of all returns and recoveries and at the Agent's request deliver any such merchandise or other goods to the Agent. Upon the occurrence and during the continuation of any Event of Default hereunder, at the Agent's request, each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured Creditors 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 without the Agent's consent. The Agent may, at all times upon the occurrence and during the continuation of any Event of Default hereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable. (e) The Agent agrees that its security interest in any Receivables that are sold by any Debtor pursuant to a Receivables Securitization Program permitted by the Credit Agreement shall be automatically released upon such sale; provided that any Receivables returned to any Debtor under a Receivables Securitization Program shall be subject to the Agent's security interest hereunder upon such return.

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, each Debtor shall be deemed to have warranted as to each and all of its Receivables Receivable that all warranties of such Debtor set forth in this 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 material respects what they purport to be; that each of its Receivable is valid and existing subsisting; and, if such Receivable is an accountexcept as disclosed to the Agent in writing, 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; and that no surety bond was required of the Debtor or given by the Debtor in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) To the extent any Receivables Receivable or other item of Collateral is evidenced by an instrument Instrument or chattel papertangible Chattel Paper, each Debtor shall cause such instrument 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 or the Secured CreditorsAgent, a Debtor shall not be required to deliver any such instrument Instrument or chattel paper tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such instruments Instruments and chattel paper tangible Chattel Paper held by the Debtors and not delivered to the Agent under the Collateral Documents is less than $1,000,000 at any one time outstanding. Unless delivered to the Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Agent contemplated by this Agreement. (c) If any Receivable arises out of a contract with the United States of America or any of its departments, agencies or instrumentalities, the relevant Debtor agrees to, at the request of the Agent or the Secured CreditorsAgent, execute whatever instruments and documents are required by the Agent in order that such Receivable shall be assigned to the 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 statute relating to the assignment of such Receivables. (d) Unless and until an Event of Default hereunder occurs and is continuingoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; upon the occurrence and and, during the continuation existence of any Event of Default hereunderDefault, such merchandise and other goods shall be set aside at the request of the Agent and held by such the relevant Debtor as trustee for the Secured Creditors and shall remain part of the Secured Creditors' Collateral. Unless and until an Event of Default hereunder occurs and is continuingoccurs, the relevant 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 such the relevant Debtor in good faith considers advisable. Upon the occurrence and ; and, during the continuation existence of any Event of Default hereunderDefault, at the request of Agent's request, the Agent, each Debtor Debtors shall notify the Agent promptly of all returns and recoveries and at and, on the Agent's request request, deliver any such merchandise or other goods to the Agent. Upon During the occurrence and during the continuation existence of any Event of Default hereunderDefault, at the Agent's request, each Debtor the Debtors shall also notify the Agent promptly of all material disputes and claims and settle or adjust them at no expense to the Secured Creditors hereunderAgent, 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 without the Agent's consent. The Agent may, at all times upon the occurrence and during the continuation existence of any Event of Default hereunderDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent reasonably considers advisable. (e) The Agent agrees that its security interest in any Receivables that are sold by any Debtor pursuant to a Receivables Securitization Program permitted by the Credit Agreement shall be automatically released upon such sale; provided that any Receivables returned to any Debtor under a Receivables Securitization Program shall be subject to the Agent's security interest hereunder upon such return.

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, each Debtor shall be deemed to have warranted as to each and all of its Receivables Receivable that all warranties of such Debtor set forth in this 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 material respects what they purport to be; that each of its Receivable is valid and existing subsisting; and, if such Receivable is an accountexcept as disclosed to the Agent in writing, 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; and that no surety bond was required of the Debtor or given by the Debtor in connection with such Receivable or the contracts or purchase orders out of which the same arose. (b) To the extent any Receivables Receivable or other item of Collateral is evidenced by an instrument Instrument or chattel papertangible Chattel Paper, each Debtor shall cause such instrument 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 or the Secured CreditorsAgent, a Debtor shall not be required to deliver any such instrument Instrument or chattel paper tangible Chattel Paper if and only so long as the aggregate unpaid principal balance of all such instruments Instruments and chattel paper tangible Chattel Paper held by the Debtors and not delivered to the Agent under the Collateral Documents is less than $1,000,000 at any one time outstanding. Unless delivered to the Agent or its agent, all tangible Chattel Paper and Instruments shall contain a legend acceptable to the Agent indicating that such Chattel Paper or Instrument is subject to the security interest of the Agent contemplated by this Agreement. (c) If any Receivable arises out of a contract with the United States of America or any of its departments, agencies or instrumentalities, the relevant Debtor agrees to, at the request of the Agent or the Secured CreditorsAgent, execute whatever instruments and documents are required by the Agent in order that such Receivable shall be assigned to the 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 statute relating to the assignment of such Receivables. (d) Unless and until an Event of Default hereunder occurs and is continuingoccurs, any merchandise or other goods which are returned by a customer or account debtor or otherwise recovered may be resold by the relevant a Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b7(b) hereof; upon the occurrence and and, during the continuation existence of any Event of Default hereunderDefault, such merchandise and other goods shall be set aside at the request of the Agent and held by such the relevant Debtor as trustee for the Secured Creditors and shall remain part of the Secured Creditors’ Collateral. Unless and until an Event of Default hereunder occurs and is continuingoccurs, the relevant 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 such the relevant Debtor in good faith considers advisable. Upon the occurrence and ; and, during the continuation existence of any Event of Default hereunderDefault, at the request of Agent’s request, the Agent, each Debtor Debtors shall notify the Agent promptly of all returns and recoveries and at and, on the Agent's request ’s request, deliver any such merchandise or other goods to the Agent. Upon During the occurrence and during the continuation existence of any Event of Default hereunderDefault, at the Agent's ’s request, each Debtor the Debtors shall also notify the Agent promptly of all material disputes and claims and settle or adjust them at no expense to the Secured Creditors hereunderAgent, 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 without the Agent's ’s consent. The Agent may, at all times upon the occurrence and during the continuation existence of any Event of Default hereunderDefault, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent reasonably considers advisable. (e) The Agent agrees that its security interest in any Receivables that are sold by any Debtor pursuant to a Receivables Securitization Program permitted by the Credit Agreement shall be automatically released upon such sale; provided that any Receivables returned to any Debtor under a Receivables Securitization Program shall be subject to the Agent's security interest hereunder upon such return.

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, each Debtor shall be deemed to have warranted as to each and all of its Receivables that all warranties of such Debtor set forth in this 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 material respects what they purport to be; that each of its Receivable is valid and 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; 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. (b) To the extent any Receivables Receivable or other item of Collateral is evidenced by an instrument or chattel paper, each Debtor shall cause such instrument 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 or the Secured Creditors, a Debtor shall not be required to deliver any such instrument or chattel paper if and only so long as the aggregate unpaid principal balance of all such instruments and chattel paper held by the Debtors and not delivered to the Agent under the Collateral Documents is less than $1,000,000 at any one time outstanding. (c) If any Receivable arises out of a contract with the United States of America or any of its departments, agencies or instrumentalities, the relevant Debtor agrees to, at the request of the Agent or the Secured Creditors, execute whatever instruments and documents are required by the Agent in order that such Receivable shall be assigned to the 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 statute relating to the assignment of such Receivables. (d) Unless and until an Event of Default hereunder occurs 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 relevant Debtor in the ordinary course of its business as presently conducted in accordance with Section 6(b) hereof; upon the occurrence and during the continuation of any Event of Default hereunder, such merchandise and other goods shall be set aside at the request of the Agent and held by such Debtor as trustee for the Secured Creditors and shall remain part of the Collateral. Unless and until an Event of Default hereunder occurs and 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 such Debtor in good faith considers advisable. Upon the occurrence and during the continuation of any Event of Default hereunder, at the request of the Agent, each Debtor shall notify the Agent promptly of all returns and recoveries and at the Agent's request deliver any such merchandise or other goods to the Agent. Upon the occurrence and during the continuation of any Event of Default hereunder, at the Agent's request, each Debtor shall also notify the Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured Creditors 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 without the Agent's consent. The Agent may, at all times upon the occurrence and during the continuation of any Event of Default hereunder, settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Agent considers advisable. (e) The Agent agrees that its security interest in any Receivables that are sold by any Debtor pursuant to a Receivables Securitization Program permitted by the Credit Agreement shall be automatically released upon such sale; provided that any Receivables returned to any Debtor under a Receivables Securitization Program shall be subject to the Agent's security interest hereunder upon such return.