Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Borrowers shall notify Lender promptly of: (i) any material delay in Borrowers' performance of any of its obligations to any account debtor, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Lender promptly of: of (i) any material delay in Borrowers' such Borrower's performance of any of its obligations to any account debtordebtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor for an amount in excess of $100,000, or any disputes with account debtors for an amount in excess of $100,000, or any settlement, adjustment or compromise thereof for an amount in excess of $100,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' such Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' such Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above(if applicable). So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) The Borrowers shall notify the Lender promptly of: (i) any material delay in the Borrowers' ’ performance of any of its their obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof; and (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without the Lender's consent, except in the ordinary course of the Borrowers' ’ business in accordance consistent with practices and policies previously disclosed in writing to Lender past practice and except as set forth in the schedules reports delivered to the Lender pursuant to Section 7.1(a) above8.6. So long as no Event of Default exists or has occurred and is continuing, the Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, the Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in the Borrowers' ’ performance of any of its their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where “material” is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge any Borrower’s knowledge, would cause Lender Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's Agent’s consent, except in the ordinary course of Borrowers' a Borrower’s business in accordance with practices and policies previously disclosed in writing to Lender Agent and except as set forth in the schedules delivered to Lender Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with the current practices and policies previously disclosed in writing to Lender of Borrower as of the date hereof, and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall Borrower shall, in its sole discretion, settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, upon notice to Borrower of its intention to exercise its rights under this Section 7.2(a), have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in the Borrowers' performance of any of its their material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, in each case where "material" is determined on a consolidated basis for all Borrowers, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge any Borrower's knowledge, would cause Lender Agent to consider any then existing Accounts in excess of $2,000,000 as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' a Borrower's business in accordance with practices and policies previously disclosed in writing to Lender Agent and except as set forth in the schedules delivered to Lender Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall, and shall cause each Restricted Subsidiary to, notify Lender Agent promptly of: (i) any material delay in Borrowers' such Person's performance of any of its material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to such Person relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge such Person's knowledge, would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' Borrower's or a Restricted Subsidiary's business in accordance with historical practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall Borrower may, and may cause each Restricted Subsidiary to, settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its optionoption but upon notice to Borrower, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower or Borrowers' Agent shall notify Lender Lenders' Agent promptly of: (i) any material delay in Borrowers' such Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to such Borrower or Borrowers' Agent, relating to the financial condition of any account debtor of such Borrower and (iii) any event or circumstance which, to Borrowers' knowledge such Borrower's knowledge, would cause Lender Lenders' Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consentconsent of Lenders' Agent, except in the ordinary course of Borrowers' such Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLenders' Agent. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall each Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any its account debtordebtors. At any time that an Event of Default exists or has occurred and is continuing, Lender Lenders' Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower’s performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, aggregating in excess of $50,000 per account (except for rebates in the ordinary course of business), or any disputes with account debtors, or any settlement, adjustment or compromise thereof, aggregating in excess of $50,000 per account, (ii) all material adverse information relating to the financial condition of any account debtor whose accounts payable to Borrower exceed $50,000 in the aggregate, and (iii) any event or circumstance which, to Borrowers' Borrower’s knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's ’s consent, except in the ordinary course of Borrowers' Borrower’s business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its optionoption by written notice to Borrower, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.. (b)

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in Borrowers' any Borrower’s performance of any of its obligations to any account debtordebtor involving an Account exceeding $1,000,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $1,000,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $1,000,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' any Borrower’s knowledge would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's Agent’s consent, except in the ordinary course of Borrowers' a Borrower’s business in accordance with such Borrower’s historical practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtordebtor involving an Account exceeding $100,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $100,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $100,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower’s performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof and (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's ’s consent, except in the ordinary course of Borrowers' Borrower’s business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender Agent promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its material obligations to any account debtor or the assertion of any material claims, offsets, chargebacks, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof to the extent not otherwise described in the collateral reports delivered to Agent pursuant to Section 7.1; (ii) all material adverse information relating known to the financial condition of any claim, offset, chargeback, counterclaim or dispute with any account debtor to the extent not otherwise described in the collateral reports delivered to Agent pursuant to Section 7.1; and (iii) any event or circumstance which, to Borrowers' knowledge the best of Borrower's knowledge, would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender Agent and except as set forth in the schedules delivered to Lender Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise to settle, adjust or compromise any claim, offset, chargeback, counterclaim or dispute with account debtors or grant any account debtorcredits, discounts or allowances. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Without limiting the reporting requirements of Borrowers elsewhere set forth in this Agreement or in any of the other Financing Agreements, each Borrower shall notify promptly report to Lender promptly ofon a separate basis: (i) any material delay in Borrowers' such Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors involving amounts in excess of $50,000 in the aggregate for any one account debtor, (ii) any settlement, adjustment or compromise by such Borrower of any Account(s) involving an aggregate reduction in excess of $50,000 in respect of the outstanding Accounts of any one account debtor, (iii) all material adverse information relating to the financial condition of any account debtor and (iiiiv) any event or circumstance which, to Borrowers' such Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' such Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall may settle, adjust or compromise any claim, offset, counterclaim or dispute with any of their account debtordebtors. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors of Borrowers or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in Borrowers' any Borrower’s performance of any of its obligations to any account debtordebtor involving an Account exceeding $500,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $500,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $500,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' any Borrower’s knowledge would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's Agent’s consent, except in the ordinary course of Borrowers' a Borrower’s business in accordance with such Borrower’s historical practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) With respect to any Account of any Borrower Party that is included by the Borrower Parties as an Eligible Account or an Eligible Export-Related Account in the calculation of the Aggregate Borrowing Base, the Borrowers shall notify Lender Agent promptly of: (i) any material delay in Borrowers' any Borrower Party’s performance of any of its material obligations to any account debtorAccount Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor Account Debtor if the aggregate amount of all Accounts owing by such Account Debtor is greater than $250,000 and (iii) any event or circumstance which, to Borrowers' knowledge the best of any Borrower Party’s knowledge, would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts or Eligible Export-Related Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor Account Debtor without Lender's consentAgent’s consent (which consent shall not be unreasonably withheld), except as provided in the ordinary course of Borrowers' business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant Section 6.14. Subject to Section 7.1(a) above. So 6.14, as long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower Parties shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtorAccount Debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors Account Debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in Borrowers' any Borrower's performance of any of its obligations to any account debtordebtor involving an Account exceeding $100,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $100,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $100,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' any Borrower's knowledge would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' a Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveAgent. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers The Company shall notify Lender the Administrative Agent promptly of: (i) any material delay in Borrowers' the any Credit Parties performance of any of its material obligations to any account debtormaterial Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any material Account Debtor, or any material disputes with material Account Debtors, or any settlement, adjustment or compromise thereof, except in the ordinary course of a Credit Party’s business in accordance with historical practice, (ii) all material adverse information known to any Credit Party relating to the financial condition of any account debtor such material Account Debtor and (iii) any event or circumstance which, to Borrowers' knowledge the best of any Credit Party’s knowledge, would cause Lender the Administrative Agent to consider any then existing Accounts accounts as no longer constituting Eligible AccountsAccounts Receivable. No credit, discount, allowance or extension or agreement for any of the foregoing Eligible Account Receivable shall be granted to any account debtor Account Debtor without Lender's the Administrative Agent’s consent, except in the ordinary course of Borrowers' a Credit Party’s business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) abovehistorical practice. So long as no Event of Default exists or has occurred and is continuing, Borrowers the Credit Parties shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtorAccount Debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender the Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors Account Debtors or grant any credits, discounts or allowances; provided, that (A) the Credit Parties shall have the right to do any of the foregoing in the ordinary course of business and (B) the Administrative Agent shall provide prompt notice to the Company of its election to exercise such option.

Accounts Covenants. (a) Borrowers Each Borrower and Guarantor shall notify Lender Agent promptly of: (i) any material delay in Borrowers' such Borrower’s or Guarantor’s performance of any of its obligations to any material account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any material account debtor, or any material disputes with material account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any material account debtor and (iii) any event or circumstance which, to Borrowers' knowledge such Borrower’s or Guarantor’s knowledge, would be reasonably likely to cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension extension, or agreement for with respect to any of the foregoing credit, discount, allowance or extension, shall be granted by any Borrower or Guarantors to any account debtor without Lender's Agent’s consent, except in the ordinary course of Borrowers' such Borrower’s or Guarantor’s business in accordance consistent with the practices of such Borrower or Guarantor as of the date hereof and policies previously disclosed in writing so long as Agent shall have received notice thereof to Lender and except as set forth in the schedules delivered to Lender pursuant to extent required under Section 7.1(a) 7.1 above. So long as no Event of Default exists or has occurred and is continuing, Borrowers each Borrower in its discretion shall have the right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender promptly of: (i) any material delay in Borrowers' performance of any of its obligations to any account debtor, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, 39 to Borrowers' knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: of (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtor; or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, to the extent that any such dispute, settlement, adjustment or compromise involves more than $100,000 as to any one account debtor or $500,000 as to all account debtors in the aggregate, (ii) all material adverse information then known to Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then then-existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtordebtor or the assertion of any claims pertaining to an amount exceeding $10,000, offsets, defenses or counterclaims by any account debtor pertaining to an amount exceeding $10,000, or any disputes with account debtors pertaining to an amount exceeding $10,000, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof which is not in the ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Lender; (ii) all material adverse information relating to the financial condition of any account debtor debtor; and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender Agent promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtordebtor involving an Account exceeding $100,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $100,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $100,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveAgent. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender Agent promptly of: (i) any material delay in Borrowers' any Borrower's performance of any of its obligations to any account debtordebtor involving an Account exceeding $500,000 or the assertion of any claims, offsets, defenses or counterclaims by any account debtor involving an amount exceeding $500,000, or any disputes with account debtors, or any settlement, adjustment or compromise thereof involving an amount exceeding $500,000, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' any Borrower's knowledge would cause Lender Agent to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' a Borrower's business in accordance with such Borrower's historical practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, aggregating in excess of $25,000 per account, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, aggregating in excess of $25,000 per account (ii) upon Borrower's knowledge of same, all material adverse information relating to the financial condition of any account debtor whose accounts payable to Borrower exceed $25,000 in the aggregate and (iii) any event or circumstance which, to Borrowers' Borrower's knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender promptly of: (i) any material delay in Borrowers' any of Borrower’s, MCE’s, MCC’s or Saitek US’s performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information in Borrower’s knowledge relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge Borrower’s knowledge, would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's ’s consent, except in the ordinary course of Borrowers' Borrower’s, MCE’s, MCC’s or Saitek US’s business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists exists, Borrower, MCE, MCC or has occurred and is continuing, Borrowers Saitek US shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuingexists, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Lender promptly of: (i) with respect to Eligible Accounts, any material delay in Borrowers' any Borrower's performance of any of its material obligations to any account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any material disputes with account debtors, or any material settlement, adjustment or compromise thereof, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge the best of any Borrower's knowledge, would cause Lender to consider any then existing Eligible Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' a Borrower's business in accordance with past practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Lender promptly of: (i) any material delay delay, beyond such Borrower's customary practices with an account debtor, in Borrowers' such Borrower's manufacture or delivery of goods or performance of services to or for such account debtor, or the assertion of any of its obligations to material claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge such Borrower's knowledge, would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower to any account debtor without Lender's consent, except in the ordinary course of Borrowers' such Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers each Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any of its account debtordebtors. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Borrower shall notify Lender Agent promptly of: (i) any material delay in Borrowers' Borrower's performance of any of its obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information relating to the financial condition of any account debtor obtained by Borrower pursuant to the diligent exercise by Borrower of its credit procedures in accordance with past practices and (iii) any event or circumstance which, to Borrowers' knowledge Borrower's knowledge, would cause Lender the Account not to consider any then existing satisfy the criteria for Eligible Accounts as no longer constituting Eligible Accountsset forth herein. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without LenderAgent's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveAgent. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) If requested by the Lender, Borrowers shall notify Lender promptly of: (i) any material delay in Borrowers' performance of any of its their obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof and (ii) all material adverse information relating to the financial condition of any account debtor and (iii) any event or circumstance which, to Borrowers' knowledge would cause Lender to consider any then existing Accounts as no longer constituting Eligible Accountsdebtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Lender's consent, except in the ordinary course of Borrowers' Borrower's business in accordance with practices and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Lender pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.