Common use of Accounts and Account Collections Clause in Contracts

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor of any of 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, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Administrative Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor of its Subsidiaries of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Administrative Agent’s consent, except in the ordinary course Ordinary Course of business in accordance with practices and policies previously disclosed in writing to Collateral AgentBusiness. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, Collateral Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Subsidiary Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Subsidiary Guarantor of any of their its material 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 Loan Party relating to the financial condition of any material Account Debtor and (iii) any event or circumstance which, to any Loan Party’s knowledge, would result in any Account in excess of $250,000 no longer constituting an Eligible Account. Borrower and each Borrowing Base Subsidiary Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Subsidiary Guarantor 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, the Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor of any of 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, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Party’s 's knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s 's consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor Borrowers shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor Credit Party of any of 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 material settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account or Unbilled Account no longer constituting an Eligible Account or Eligible Unbilled Account, respectively. Borrower and each Borrowing Base Guarantor Borrowers hereby agree not to grant to any Account Debtor Debtor, and to not permit any of its Domestic Subsidiaries to grant to any Account Debtor, any material credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agentpolicies. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor Borrowers may settle, adjust or compromise compromise, and may permit each of its Domestic Subsidiaries 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower NewPageCo and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower NewPageCo or any Borrowing Base Guarantor of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible Account, in each of the foregoing cases to the extent the outstanding amount of the Accounts affected thereby exceeds $500,000 in the aggregate. Borrower NewPageCo and each Borrowing Base Guarantor hereby agree not to grant grant, or permit its Subsidiaries to grant, to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, not to be unreasonably withheld or delayed, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower NewPageCo and its Subsidiaries and each Borrowing Base Guarantor 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor Such Credit Party shall notify the Collateral Agent promptly of: (i) any material delay in the performance by Borrower such Credit Party or any Borrowing Base Guarantor of its Subsidiaries of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible AccountAccount (as such term is defined in the First Lien Credit Agreement). Borrower and each Borrowing Base Guarantor Each Credit Party hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any material credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agentpast practices. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor any such Credit Party may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, the Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Each Borrower and each Borrowing Base Guarantor shall notify the Collateral Agent promptly of: (i) any material delay in the performance by any Borrower or any Borrowing Base Guarantor of any of 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, (ii) all material adverse information known to any Loan Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to the knowledge of a Responsible Officer of any Loan Party’s knowledge, would result in any Account no longer constituting an Eligible Account. Each Borrower and each Borrowing Base Guarantor hereby agree agrees not to grant to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without the Collateral Agent’s consentconsent (such consent not to be unreasonably withheld, conditioned or delayed), except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to the Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor any Company 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, the Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Administrative Agent promptly of: (i) any material delay in the performance by Borrower or any Borrowing Base Guarantor of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible Account, in each of the foregoing cases to the extent the outstanding amount of the Accounts affected thereby exceeds $500,000 in the aggregate. Borrower and each Borrowing Base Guarantor hereby agree not to grant grant, or permit its Restricted Subsidiaries to grant, to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Administrative Agent’s consent, not to be unreasonably withheld or delayed, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Administrative Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and its Restricted Subsidiaries and each Borrowing Base Guarantor 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, Collateral Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Each Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by such Borrower or any Borrowing Base Guarantor of its Subsidiaries of any of their material obligations to any Account Debtor in excess of $50,000 or the assertion of any material claims, offsets, defenses or counterclaims by any such Account DebtorDebtor in excess of $50,000, or any material disputes with any such Account DebtorsDebtors regarding amounts in excess of $50,000, or any settlement, adjustment or compromise thereofcompromise, in each case of any Account in an amount in excess of $50,000, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor that has outstanding Accounts in excess of $50,000 and (iii) any event or circumstance which, to any Loan Credit Party’s 's knowledge, would result in any Account in excess of $50,000 no longer constituting an Eligible Account. Each Borrower and each Borrowing Base Guarantor hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s 's consent, except in the ordinary course of business in accordance with past practices and policies previously disclosed in writing to Collateral Agentpolicies. So long as no Event of Default exists or has occurred and is continuing, each Borrower and each Borrowing Base Guarantor may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower NewPageCo and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower NewPageCo or any Borrowing Base Guarantor of any of their material obligations to any Account Debtor or the assertion of any 158 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 Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible Account, in each of the foregoing cases to the extent the outstanding amount of the Accounts affected thereby exceeds $1,000,000 in the aggregate. Borrower NewPageCo and each Borrowing Base Guarantor hereby agree not to grant grant, or permit its Subsidiaries to grant, to any Account Debtor any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, not to be unreasonably withheld or delayed, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower NewPageCo and its Subsidiaries and each Borrowing Base Guarantor 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor Such Credit Party shall notify the Collateral Agent promptly of: (i) any material delay in the performance by Borrower such Credit Party or any Borrowing Base Guarantor of its Subsidiaries of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s 's knowledge, would result in any Account no longer constituting an Eligible AccountAccount (as such term is defined in the First Lien Credit Agreement). Borrower and each Borrowing Base Guarantor Each Credit Party hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any material credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s 's consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agentpast practices. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor any such Credit Party may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, the Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor Such Credit Party shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower such Credit Party or any Borrowing Base Guarantor of its Subsidiaries of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s 's knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor Each Credit Party hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any material credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s 's consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agentpast practices. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor any such Credit Party may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower Borrower, any other Secured Credit Party or any Borrowing Base Guarantor a Managed Practice of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor or Managed Practice and (iii) any event or circumstance which, to any Loan Credit Party’s 's knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Restricted Subsidiaries not to grant to any Account Debtor, any credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s 's consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agent. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Secured Credit Party or Managed Practice or grant any credits, discounts or allowances.

Accounts and Account Collections. (a) Borrower and each Borrowing Base Guarantor Such Credit Party shall notify Collateral Agent promptly of: (i) any material delay in the performance by Borrower such Credit Party or any Borrowing Base Guarantor of its Subsidiaries of any of 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, (ii) all material adverse information known to any Loan Credit Party relating to the financial condition of any Account Debtor and (iii) any event or circumstance which, to any Loan Credit Party’s knowledge, would result in any Account no longer constituting an Eligible Account. Borrower and each Borrowing Base Guarantor Each Credit Party hereby agree agrees not to grant to any Account Debtor Debtor, and to cause each of its Subsidiaries not to grant to any Account Debtor, any material credit, discount, allowance or extension, or to enter into any agreement for any of the foregoing, without Collateral Agent’s consent, except in the ordinary course of business in accordance with practices and policies previously disclosed in writing to Collateral Agentpast practices. So long as no Event of Default exists or has occurred and is continuing, Borrower and each Borrowing Base Guarantor any such Credit Party may settle, adjust or compromise compromise, and may permit each of its Subsidiaries 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, Collateral Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors of any Loan Credit Party or grant any credits, discounts or allowances.