OPTION.
(B)
THE SELLERS SHALL INSTRUCT ALL ACCOUNT DEBTORS, OR CAUSE ALL
ACCOUNT DEBTORS TO BE INSTRUCTED, TO CAUSE ALL COLLECTIONS AND ALL OTHER
PAYMENTS OR OTHER COLLECTIONS IN RESPECT OF RECEIVABLES ORIGINATED BY ANY SELLER
THAT ARE NOT PURCHASED ACCOUNTS TO BE DEPOSITED DIRECTLY TO THE LOCKBOX ACCOUNT.
(C)
IF ANY REMITTANCES IN RESPECT OF A PURCHASED ASSET ARE MADE
DIRECTLY TO ANY SELLER OR EMPLOYEES OR AGENTS OF ANY SELLER IN THEIR INDIVIDUAL
CAPACITY AND NOT AS AGENT FOR PURCHASER, THEN SUCH PARTY SHALL ACT AS TRUSTEE OF
AN EXPRESS TRUST FOR PURCHASER'S BENEFIT, HOLD THE SAME AS PURCHASER'S PROPERTY,
AND DELIVER THE SAME TO PURCHASER FORTHWITH IN KIND.
PURCHASER AND/OR SUCH
DESIGNEE AS PURCHASER MAY FROM TIME TO TIME APPOINT ARE HEREBY APPOINTED EACH
SELLER'S ATTORNEY-IN-FACT TO ENDORSE SUCH SELLER'S NAME ON ANY AND ALL CHECKS OR
OTHER FORMS OF REMITTANCES RECEIVED BY PURCHASER WHERE SUCH ENDORSEMENT IS
REQUIRED TO EFFECT COLLECTION AND TRANSMIT NOTICES TO CUSTOMERS, IN SUCH
SELLER'S OR PURCHASER'S NAME, THAT AMOUNTS OWING BY THEM HAVE BEEN ASSIGNED AND
ARE PAYABLE DIRECTLY TO PURCHASER; THIS POWER, BEING COUPLED WITH AN INTEREST,
IS IRREVOCABLE.
(D)
THE SELLERS WILL SUPPLY CUSTOMERS, IN THE FORMAT REQUIRED BY
CUSTOMERS, WITH ALL FORMS, DOCUMENTS, CERTIFICATES, ETC. THAT CUSTOMERS REQUIRE
TO PROCESS THE PURCHASED ACCOUNTS FOR PAYMENT.
(E)
ON THE EFFECTIVE DATE OF THIS AGREEMENT AND EACH SUBSEQUENT
PURCHASE DATE, IN COORDINATION WITH PURCHASER'S DAILY CASH APPLICATION REVIEW
AND APPROVAL AS SET FORTH IN THE LOCKBOX AGREEMENT, AND FROM TIME TO TIME, UPON
PURCHASER'S REQUEST, THE SELLERS WILL DELIVER TO PURCHASER AN AGED TRIAL BALANCE
OF ALL THEN EXISTING PURCHASED ACCOUNTS.
ALL SUCH REPORTS SHALL BE IN FORM AND
SUBSTANCE SATISFACTORY TO PURCHASER.
IF PURCHASER REQUESTS, THE SELLERS AGREE
TO PROVIDE PURCHASER WITH COPIES OF ALL OF THE SELLERS' BILLS OF LADING OR
PROOFS OF DELIVERY AND SUPPLIER INVOICES AND RECEIVING EVIDENCE AND OF THE
SELLERS' SALES REGISTRY, SALES JOURNAL, OR OTHER INFORMATION REGARDING SALES,
INCLUDING CUSTOMER OPEN ORDER REPORTS.
9.
DEFINITIONS.
AS USED HEREIN, THE FOLLOWING TERMS SHALL HAVE THE
FOLLOWING CORRESPONDING MEANINGS:
"APLA" shall mean that certain Asset Purchase and Liability Assumption
Agreement, dated as of the date hereof, among Purchaser and the Sellers, as such
agreement may be amended, supplemented, restated, amended and restated, or
otherwise modified from time to time pursuant to the terms thereof.
"Initial Purchase Date" shall have the meaning assigned to such term in Section
1(a).
"Purchased Accounts" shall mean receivables listed on Annex A attached hereto,
which may be amended from time to time pursuant to a Purchase Supplement.
Upon
the effectiveness of a Purchase Supplement, the receivables set forth in such
Purchase Supplement shall also constitute "Purchased Accounts" hereunder, and
Annex A shall automatically be amended and restated to include the new
receivables.
7
"Purchased Assets" shall mean the Purchased Accounts, the Related Security and
the Collections.
"Purchase Price" shall mean 80% of the gross book value of all Purchased
Accounts less the amount of any liability to a third