Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Administrative Borrower shall notify Agent promptly of: (i) with respect to any Account, the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereof, or any material disputes with account debtors in respect thereof, or any settlement, adjustment or compromise thereof, and (ii) any event or circumstance which, to the best of any Loan Party’s knowledge, would cause 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 Agent’s consent, except in the ordinary course of a Loan Party’s business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties 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, 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) Administrative Borrower Borrowers shall notify Agent promptly of: (i) with respect to Eligible Accounts, any Account, material delay in 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 in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, or any material settlement, adjustment or compromise thereof, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor and (iiiii) any event or circumstance which, to the best of any Loan PartyBorrower's or Guarantor’s knowledge, would cause Agent 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 Agent’s 's consent, except in the ordinary course of a Loan PartyBorrower's or Guarantor’s business in accordance with past practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, 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) Administrative Borrower shall notify Agent promptly of: (i) with respect any material delay in Borrower's or any of its Subsidiaries performance of any of their respective material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to Borrower or any Guarantor relating to the financial condition of any account debtor and (iiiii) any event or circumstance which, to the best of any Loan Party’s Borrower's or Guarantor's knowledge, would cause Agent to consider any then existing Accounts as no longer constituting Eligible AccountsAccounts or Eligible Export-Related Accounts Receivable. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent’s 's consent, except in the ordinary course of Borrower's or a Loan Party’s Guarantor's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrower and Guarantors 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, 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.. 64

Accounts Covenants. (a) Administrative Each Borrower shall notify Agent promptly of: (i) with respect any material delay in such Borrower's performance of any of its obligations to any Account, Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofAccount Debtor, or any material disputes with account debtors in respect thereofAccount 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 and (iiiii) any event or circumstance which, to the best of any Loan Party’s such Borrower's or Guarantor's knowledge, would be reasonably likely to cause 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 to any account debtor Account Debtor without Agent’s 's consent, except in the ordinary course of a Loan Party’s such Borrower's business in accordance consistent with the practices of such Borrower as of the date hereof and policies previously disclosed in writing as to any such agreement so long as Agent and except as set forth in shall have received notice thereof to the schedules delivered to Agent 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, Loan Parties each Borrower in its discretion shall have the right to 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, 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) Administrative Borrower Borrowers shall notify Agent promptly of: (i) any material delay in any Borrower's performance of any of its material obligations to any account debtor named in clause (n) of the definition of the term Eligible Accounts with respect to any Account, material order or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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 and (iiiii) any event or circumstance (other than account agings) which, to the best of any Loan Party’s Borrower's or Guarantor's knowledge, would cause Agent to consider result in 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 Agent’s 's consent, except in the ordinary course of a Loan Party’s Borrower's or Guarantor's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, Agent shallmay, at its option, notify US Borrower that Agent intends to have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowancesallowances and on and after such notice from Agent to US Borrower, Agent shall have such exclusive right, until such time as Agent may notify US Borrower otherwise.

Accounts Covenants. (a) Administrative Borrower Borrowers shall notify Agent promptly of: (i) with respect any material delay in any Borrower’s performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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 that is obligated in respect of Accounts of more than $250,000 and (iiiii) any event or circumstance which, to the best of any Loan PartyBorrower’s or Guarantor’s knowledge, would cause 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 Agent’s consent, except in the ordinary course of a Loan PartyBorrower’s or Guarantor’s business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, 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) Administrative Borrower shall, and shall cause each Restricted Subsidiary to, notify Agent promptly of: (i) with respect any delay in Borrower's or such Restricted Subsidiary's performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to Borrower or such Restricted Subsidiary relating to the financial condition of any account debtor and (iiiii) any event or circumstance which, to the best of any Loan Party’s knowledge, Borrower's or a Restricted Subsidiary's knowledge would cause 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 Agent’s 's consent, except in the ordinary course of Borrower's or a Loan Party’s Restricted Subsidiary's business in accordance with customary practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) aboveindustry in which Borrower and such Restricted Subsidiary conduct their business. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrower shall, and shall 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, 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) Administrative Borrower Borrowers shall notify Agent Lender promptly of: (i) with respect any material delay in any Borrower's performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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 and (iiiii) any event or circumstance which, to the best of any Loan Party’s Borrower's or Guarantor's knowledge, would cause Agent 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 Agent’s Lender's consent, except in the ordinary course of a Loan Party’s Borrower's or Guarantor's business in accordance with the current practices and policies previously disclosed of such Borrower or Guarantor as in writing to Agent effect on the date hereof and except as set forth in the schedules delivered to Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, Agent 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) Administrative Borrower Borrowers shall notify Agent promptly of: (i) with respect any material delay in any Borrower's performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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 on Accounts in excess of $100,000 in the aggregate outstanding and (iiiii) any event or circumstance which, to the best of any Loan Party’s Borrower's or Guarantor's knowledge, would cause 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 Agent’s 's consent, except in the ordinary course of a Loan Party’s Borrower's or Guarantor's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, 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) Administrative Borrower Borrowers shall notify Administrative Agent promptly of: (i) with respect any material delay in any Borrower’s performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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 whose accounts are included in Eligible Accounts and (iiiii) any event or circumstance which, to the best of any Loan PartyBorrower’s or Guarantor’s knowledge, would cause Administrative 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 whose accounts are included in Eligible Accounts without Administrative Agent’s consent, except in the ordinary course of a Loan PartyBorrower’s or Guarantor’s business in accordance with practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, Administrative 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) Administrative Borrower Borrowers shall notify Agent promptly of: (i) with respect any material delay in any Borrower’s performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, 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, and (iiiii) any event or circumstance which, in each case, to the best of any Loan PartyBorrower’s or Guarantor’s knowledge, would cause 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 Agent’s consent, except (A) in the ordinary course of a Loan PartyBorrower’s or Guarantor’s business in accordance with practices and policies previously disclosed in writing to Agent Agent, (B) with respect to the Faunus Factored Accounts and except (C) as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, 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, except with respect to the Faunus Factored Accounts.

Accounts Covenants. (a) Administrative Borrower shall notify Agent and Lenders promptly of: (i) with respect any material delay in Borrower’s performance of any of its material obligations to any Account, account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, or any material disputes with account debtors in respect thereofdebtors, or any settlement, adjustment or compromise thereof, thereof and (ii) any event or circumstance which, all material adverse information relating to the best financial condition of any Loan Party’s knowledge, would cause Agent to consider any then existing Accounts as no longer constituting Eligible Accountsaccount debtor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent’s and Required Lenders’ written consent, except in the ordinary course of a Loan PartyBorrower’s business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrower 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, Agent Agent, after receiving instructions from Required Lenders, 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) Administrative Borrower shall notify Agent promptly of: (i) with respect any material delay in Borrower's performance of any of its obligations to any Account, account debtor involving an Account exceeding $100,000 or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofinvolving an Account exceeding $100,000, or any material disputes with account debtors in respect thereofinvolving an Account exceeding $100,000, 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 (iiiii) any event or circumstance which, to the best of any Loan Party’s Borrower's knowledge, would cause 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 Agent’s 's consent, except in the ordinary course of a Loan Party’s Borrower's business in accordance with practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrower 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, 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) Administrative Borrower Borrowers shall notify Agent promptly of: (i) with respect any material delay in any Borrower's performance of any of its material obligations to any Account, material account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any material account debtor in respect thereofdebtor, or any material disputes with material account debtors in respect thereofor any Factor, 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 (iiiii) any event or circumstance which, to the best of any Loan Party’s Borrower's or Guarantor's knowledge, would cause Agent to consider any then existing Accounts as no longer constituting Eligible AccountsAccounts or Eligible Factor Receivables. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent’s 's consent, except in the ordinary course of a Loan Party’s Borrower's or Guarantor's business in accordance with its current practices and policies previously disclosed in writing to Agent as of the date hereof and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a7.1(a)(i) or 7.1(a)(ii) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrowers and Guarantors 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, 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) Administrative Borrower shall notify Agent Lender promptly of: (i) with respect to any Account, the assertion of any material claims, offsets, defenses or counterclaims by any account debtor in respect thereofdebtor, Merchant Payment Processor, or any material disputes with account debtors in respect thereofany such Persons, or any settlement, adjustment or compromise thereof, with respect to the foregoing; and (ii) any event or circumstance which, all material adverse information relating to the best financial condition of any Loan Party’s knowledge, would cause Agent to consider any then existing Accounts as no longer constituting Eligible Accountsaccount debtor or Merchant Payment Processor. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor or Merchant Payment Processor without AgentLender’s consent, except in the ordinary course of a Loan PartyBorrower’s business in accordance with practices and policies previously disclosed in writing to Agent Lender and except as set forth in the schedules delivered to Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Loan Parties Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor or Merchant Payment Processor. At any time that an Event of Default exists or has occurred and is continuing, Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or Merchant Payment Processor or grant any credits, discounts or allowances.