Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Borrowers shall notify Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive 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, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent in the ordinary course of Borrower's business in accordance with the past current practices and policies of Borrower as of the Purchased Business or date hereof, and except as set forth in the schedules delivered to Administrative and Collateral Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to 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 existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative upon notice to Borrower that it intends to, and thereafter shallof 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 Borrower shall notify Administrative and Collateral Agent Lender promptly of: of (i) any material delay in any Borrower’s 's performance of any of its material obligations to any account debtor 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 in excess of thereof, to the extent that any such dispute, settlement, adjustment or compromise involves more than $1,500,000 in 100,000 as to any one case account debtor or $2,500,000 500,000 as to all account debtors in the aggregate at any one time; aggregate, (ii) all material adverse information then known to Borrower relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then then-existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Lenders' Agent promptly of: (i) any material delay in any such Borrower’s 's performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to such Borrower or Borrowers' Agent, relating to the financial condition of any account debtor known to any of such Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Lenders' Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral consent of Lenders' Agent’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of such Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLenders' Agent. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to 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 existsexists or has occurred and is continuing, Administrative and Collateral Lenders' Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any of Borrower’s, MCE’s, MCC’s or Saitek US’s performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information in Borrower’s knowledge relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral AgentLender’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower’s, MCE’s, MCC’s or Saitek US’s business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent 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 and Guarantors Saitek US shall have the exclusive 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, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s performance of any of its material 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 thereof, aggregating in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; 50,000 per account, (ii) all material adverse information relating to the financial condition of any account debtor known whose accounts payable to any Borrower or any Guarantor; exceed $50,000 in the aggregate, and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral AgentLender’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower’s business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shalloption 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) 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 Administrative and Collateral Agent promptly of: (i) any material delay in any BorrowerBorrower Party’s performance of any of its material obligations to any account debtor Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtorAccount Debtor, or any material disputes with account debtorsAccount Debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known to any Borrower or any Guarantor; 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 the best of any BorrowerBorrower Party’s or any Guarantor’s knowledge knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 by any Borrower or any Guarantor to any account debtor Account Debtor without Administrative and Collateral Agent’s consentconsent (which consent shall not be unreasonably withheld), except as generally consistent with the past practices of the Purchased Business or as set forth provided in the schedules delivered to Administrative and Collateral Agent 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 and Guarantors Borrower Parties shall have the exclusive 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 existshas occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s performance of any of its material obligations to any account debtor (to the extent the Accounts owed by any such account debtor to such Borrower exceeds $250,000) 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 excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known (to the extent the Accounts owed by any such account debtor to such Borrower or any Guarantor; exceeds $250,000) and (iii) any event or circumstance which, to the best of any Borrower’s or any Guarantor’s knowledge knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible AccountsAccounts (to the extent the Accounts owed by any such account debtor to such Borrower exceeds $250,000). No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s consent, except as generally consistent reported to Agent in accordance with this Agreement and except for credits, discounts, allowances or extensions made or given in the past ordinary course of a Borrower’s or Guarantor’s business in accordance with practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 the Administrative and Collateral Agent promptly of: (i) any material delay in the any Borrower’s Credit Parties performance of any of its material obligations to any account debtor material Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account debtormaterial Account Debtor, or any material disputes with account debtorsmaterial Account Debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 thereof, except in the aggregate at any one time; 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 known to any Borrower or any Guarantor; such material Account Debtor and (iii) any event or circumstance which, to the best of any BorrowerCredit Party’s or any Guarantor’s knowledge knowledge, would cause the Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 by any Borrower or any Guarantor to any account debtor Account Debtor without the Administrative and Collateral Agent’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveordinary course of a Credit Party’s business in accordance with historical 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 Debtor. At any time that an Event of Default exists or has occurred and Guarantors shall is continuing, the Administrative Agent shall, at its option, have the exclusive 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, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any such Borrower’s or Guarantor’s performance of any of 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any material account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s or any Guarantor’s knowledge knowledge, would be reasonably likely to cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 any Guarantor Guarantors to any account debtor without Administrative and Collateral Agent’s consent, except as generally in the ordinary course of such Borrower’s or Guarantor’s business consistent with the past practices of such Borrower or Guarantor as of the Purchased Business or date hereof and so long as set forth in Agent shall have received notice thereof to the schedules delivered to Administrative and Collateral 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, Borrowers and Guarantors each Borrower in its discretion shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s 's performance of any of 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 account debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower relating to the financial condition of any material account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any the best of Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of a Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower relating to the financial condition of any significant account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any the best of Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider result in any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible AccountsAccounts (other than as a result of the aging of accounts which shall be reported to Agent in accordance with Section 7.1 above). No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shallmay, at its option, notify Administrative Borrower that it Agent intends to, and thereafter shall, 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 Borrower, Agent shall have such exclusive right, until the earlier of such time as Agent may notify Borrower otherwise or no Event of Default shall exist or be continuing.

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 which is not in the aggregate at any one timeordinary 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 known to any Borrower or any Guarantordebtor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) with respect to any Account with an amount in dispute in excess of $100,000, any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; 100,000, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known to whose Accounts aggregate more than $200,000 at any Borrower or any Guarantor; time, and (iii) any event or circumstance which, to the best of any Borrower’s 's or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part in an aggregate face amount in excess of the Borrowing Base $200,000, 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of a Borrower's or Guarantor's business in accordance with the past historical practices of the Purchased Business and policies or except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor or dispute same in good faith. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, have the exclusive right to dispute, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any GuarantorBorrower; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive 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, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information relating known to the financial condition of Borrower with respect to any claim, offset, counterclaim or dispute with any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any the best of Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing items in this Section 7.2(a) shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) abovehereof. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any account debtorcredits, discounts or allowances. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shallmay, at its option, notify Administrative Borrower that it Agent intends to, and thereafter shall, 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 Borrower, Agent shall have such exclusive right, until such time as Agent may notify Borrower otherwise.

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material 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, except for (x) any such claims or offsets asserted in connection with Short Paid Accounts and the settlement, adjustment or compromise thereof in excess and (y) any such claims offsets, defenses or counterclaims other than those relating to Short Paid Accounts (collectively "Claims") asserted by any account debtor or any settlement, adjustment or compromise thereof that do not exceed the amount of $1,500,000 250,000 at any time in the case of any one case or $2,500,000 (1) Claim for any one account debtor and in the aggregate at for all Claims for any one time; account debtor, (ii) all material adverse information of which Borrower has knowledge relating to the financial condition of any account debtor known whose Accounts owing to Borrower at any Borrower or any Guarantor; time, and from time to time, aggregate in excess of $50,000 and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent in the ordinary course of Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Administrative and Collateral Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor with respect to any Eligible Account. At any time that an Event of Default existshas occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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, provided that Lender agrees to notify Borrower in the event Lender elects to exercise such right.

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information relating to the financial condition of any account debtor known debtor, (iii) any material amendment to, cancellation of, or reduction in the coverage of, any credit insurance relating to any Borrower Eligible Accounts owing by account debtors located outside of Canada or any Guarantor; the United States of America, and (iiiiv) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except in the ordinary course of Borrower's business in accordance with its practices and policies from time to time; provided that Borrower shall provide to Lender at least thirty (30) days prior written notice of any material change to its practices and policies existing as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative date hereof and Collateral Agent pursuant to Section 7.1(a) abovehereby acknowledges that Lender does not waive any rights it may have hereunder arising from such change. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay delay, beyond such Borrower's customary practices with an account debtor, in any such Borrower’s 's manufacture or delivery of goods or performance of any of its material obligations services to any or for such account debtor debtor, or the assertion of any material claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of such Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors each Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any of its account debtordebtors. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to the best of any Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of a Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So Notwithstanding anything in this Agreement to the contrary, so long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At Notwithstanding anything in this Agreement to the contrary, at any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shallupon notice to Borrowers, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material 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 thereof, aggregating in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; 25,000 per account (ii) upon Borrower's knowledge of same, all material adverse information relating to the financial condition of any account debtor known whose accounts payable to any Borrower or any Guarantor; exceed $25,000 in the aggregate and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 a Without limiting any other obligation of Borrower to deliver any information to Lender, Borrower shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s performance of any of its material obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtorCarrier or Billing Processor (other than claims, offsets or defenses in the ordinary course of business by a single Carrier or Billing Processor involving less than $500,000) or any disputes with account debtorsany Carrier or Billing Processor, or any settlement, adjustment or compromise thereof in excess of $1,500,000 thereof, in any one single case or involving more than $2,500,000 in the aggregate at any one time; 250,000, (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower Carrier or any Guarantor; Billing Processor and (iii) any event or circumstance which, to any in Borrower’s or any Guarantor’s knowledge 's reasonable good faith judgment, would cause Administrative and Collateral Agent Lender in good faith to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor Account Debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative ordinary course of Borrower's business in accordance with practices and Collateral Agent pursuant to Section 7.1(apolicies described on Schedule 7.2(a) abovehereto. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive 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 existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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. Any LEC used by a Retail Customer will terminate or suspend service to such Retail Customer if such Retail Customer fails to make any payment to Borrower in respect of the Account owing by such Retail Customer within sixty (60) days after the end of the billing period in which the use of the telecommunications services of Borrower by such Retail Customer giving rise to such Account occurred.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Administrative and Collateral Agent promptly of: (i) any material delay in any such Borrower’s 's performance of any of 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any material account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s or any Guarantor’s knowledge 's knowledge, would be reasonably likely to cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally EXCEPT in the ordinary course of such Borrower's business consistent with the past practices of such Borrower as of the Purchased Business or date hereof and so long as set forth in Agent shall have received notice thereof to the schedules delivered to Administrative and Collateral 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, Borrowers and Guarantors each Borrower in its discretion shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any such Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s 's or any Guarantor’s knowledge 's knowledge, would be reasonably likely to cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally EXCEPT in the ordinary course of such Borrower's business consistent with the past current practices of such Borrower as of the Purchased Business or date hereof and as set forth in to any such agreement so long as Lender shall have received notice thereof to the schedules delivered to Administrative and Collateral 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, Borrowers and Guarantors each Borrower in its discretion shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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, PROVIDED, THAT, Lender shall give Waxman Industries prior written notice of its election to exercise such option.

Accounts Covenants. (a) Borrowers 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 Borrower's business in accordance with practices and policies previously disclosed in writing to Lender. At any time the Borrower has Excess Availability of less than $10,000,000, or at any time after the occurrence of an Event of Default and during its continuance, Borrower shall, with respect to any Account which Lender deems an Eligible Account, notify Administrative and Collateral Agent Lender promptly of: (iof:(i) any material delay in any Borrower’s 's performance of any of its material 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 in excess of involving, with respect to any claim, offset, defense, counterclaim, dispute, settlement, compromise or adjustment, an amount greater than $1,500,000 in any one case 500,000, individually, or greater than $2,500,000 1,000,000, in the aggregate at any one time; (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantoraggregate; and (iii) any ii)any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Eligible Accounts reported as part of involving an amount greater than $500,000, individually, or $1,000,000, in the Borrowing Base as aggregate, to no longer constituting constitute Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent promptly of: (i) any 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, or any material disputes with account debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower relating to the financial condition of any significant account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any the best of Borrower’s or any Guarantor’s knowledge knowledge, would cause Administrative and Collateral Agent to consider result in any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible AccountsAccounts (other than as a result of the aging of accounts which shall be reported to Agent in accordance with Section 7.1 above). No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s consent, except as generally consistent in the ordinary course of Borrower’s business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shallmay, at its option, notify Administrative Borrower that it Agent intends to, and thereafter shall, 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 Borrower, Agent shall have such exclusive right, until the earlier of such time as Agent may notify Borrower otherwise or no Event of Default shall exist or be continuing.

Accounts Covenants. (a) Borrowers shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s performance of any of its material obligations to any account debtor (to the extent the Accounts owed by any such account debtor to such Borrower exceeds $250,000), 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 excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known (to the extent the Accounts owed by any such account debtor to such Borrower or any Guarantor; exceeds $250,000) and (iii) any event or circumstance which, to the best of any Borrower’s or any Guarantor’s knowledge knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible AccountsAccounts (to the extent the Accounts owed by any such account debtor to such Borrower exceeds $250,000). No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral AgentLender’s consent, except as generally consistent reported to Lender in accordance with this Agreement and except for credits, discounts, allowances or extensions made or given in the past ordinary course of a Borrower’s or Guarantor’s business in accordance with practices of the Purchased Business or and policies previously disclosed in writing to Lender and except as set forth in the schedules delivered to Administrative and Collateral Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s 's performance of any of its material obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtordebtor involving amounts in excess of $75,000, or any disputes with account debtorsdebtors involving amounts in excess of $75,000, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower or Guarantor relating to the financial condition of any account debtor known (except to any the extent Borrower or any Guarantor; , as the case may be, is expressly prohibited from disclosing such information to Lender pursuant to a written agreement between Borrower or Guarantor and such account debtor which is valid and binding upon Borrower and Guarantor at the time that it obtains such information) and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shalloption 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 allowancesallowances (provided, that Lender shall only be required to send a single notice to Borrower of Lender's election to exercise such option).

Accounts Covenants. (a) Borrowers Each Borrower shall notify Administrative and Collateral Agent promptly of: (i) any material delay in any such Borrower’s 's performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one timethereof; (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantordebtor; and (iii) any event or circumstance which, to any such Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible Accounts in accordance with the within definition of "Eligible Accounts". No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of Borrowers' business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a7.1 (a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to a Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 In addition to monthly reporting, Borrower shall notify Administrative and Collateral Agent Lender promptly of, to the extent that any of the following involve an amount equal to or greater than five (5%) percent of the Borrowing Base at such time: (i) any material delay in any Borrower’s 's performance of any of its material obligations to any account Eligible Account debtor or the assertion of any material claims, offsets, defenses or counterclaims by any account Eligible Account debtor, or any material disputes with account Eligible Account debtors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower or any Guarantor relating to the financial condition of any account debtor known to any Borrower or any Guarantor; whose account constitutes an Eligible Account and (iii) any event or circumstance which, to any the best of Borrower’s 's or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with in the past practices ordinary course of the Purchased Business Borrower's or any Guarantor's business in accordance with practices and policies consistently applied, provided, that, Borrower and Guarantors may assign (i) up to five (5%) percent of the aggregate dollar amount of Eligible Accounts at any time outstanding and (ii) Accounts which are not Eligible Accounts to collection agencies in accordance with Borrower's and Guarantors' current practices as set forth in effect on the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) abovedate hereof. So long as no Event of Default exists or has occurred and is continuing, Borrowers Borrower and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, option and thereafter shallupon 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 shall notify Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s '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 material order 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 excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance (other than account agings) which, to the best of any Borrower’s 's or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider result in any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of a Borrower's or Guarantor's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent shallmay, at its option, notify Administrative US Borrower that it Agent intends to, and thereafter shall, 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) Borrowers Borrower shall notify Administrative and Collateral Agent promptly of: (i) any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 to the extent not otherwise described in the aggregate at any one timecollateral 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 known to any Borrower or any Guarantorthe extent not otherwise described in the collateral reports delivered to Agent pursuant to Section 7.1; and (iii) any event or circumstance which, to any the best of Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s 's consent, except as generally consistent in the ordinary course of Borrower's business in accordance with the past practices of the Purchased Business or and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right 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 existshas occurred and is continuing, Administrative and Collateral Agent shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) with respect to Eligible Accounts, any material delay in any Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to the best of any Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Eligible Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent in the ordinary course of a Borrower's business in accordance with the past practices of the Purchased Business or and except as set forth in the schedules delivered to Administrative and Collateral Agent Lender pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any such Borrower’s 's performance of any of its material obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtordebtor or note obligor, or any disputes with account debtorsdebtors or note obligors, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantor; note obligor and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base as no longer constituting Eligible AccountsAccounts or any then existing notes as no longer constituting Eligible Notes Receivable. No credit, discount, allowance allowance, rebate or extension or agreement for any of the foregoing shall be granted by any Borrower or any Guarantor to any account debtor or note obligor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of a Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor or note obligor other than an obligor under an Eligible Note. In no event shall Borrowers settle, adjust or compromise any claim, offset, counterclaim or dispute with respect to any Eligible Note without Lender's prior written consent which it may give or withhold in its sole discretion. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or note obligors or grant any credits, discounts discounts, allowances or allowancesrebates.

Accounts Covenants. (a) Borrowers Without limiting the other reporting obligations of Borrower hereunder, Borrower shall promptly notify Administrative and Collateral Agent promptly Lender on a separate basis of: (i) any material delay in any Borrower’s 's performance of any of its material obligations (including, without limitation, obligations of Old Clarx xxxumed by Borrower) to any account debtor debtor, or (ii) 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 thereof, not yet reported to Lender and involving an amount in excess of (A) $200,000 individually or $500,000 in the aggregate for all such matters, so long as Borrower has Excess Availability in excess of $1,500,000 in any one case 3,000,000 and no Event of Default has occurred that is continuing, or (B) $100,000 individually or $2,500,000 300,000 in the aggregate for all such matters, at any one time; all other times, (iiiii) all material adverse information known to Borrower, relating to the financial condition of any account debtor known to any of Borrower or any Guarantor; and (iiiiv) any event or circumstance not otherwise described in clauses (i), (ii) or (iii) of this Section 7.2(a), which, to any Borrower’s or any Guarantor’s knowledge 's knowledge, would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s consentthe consent of Lender, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to 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 existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Administrative and Collateral Agent Lender promptly of: (i) any material delay in any such Borrower’s '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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any such Borrower’s 's or any Guarantor’s knowledge 's knowledge, would be reasonably likely to cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally in the ordinary course of such Borrower's business consistent with the past current practices of such Borrower as of the Purchased Business or date hereof and as set forth in to any such agreement so long as Lender shall have received notice thereof to the schedules delivered to Administrative and Collateral 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, Borrowers and Guarantors each Borrower in its discretion shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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, provided, that, Lender shall give Waxman Industries prior written notice of its election to exercise such option.

Accounts Covenants. (a) Borrowers shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s performance of any of its material 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 in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agentexcept in the ordinary course of a Borrower’s consent, except as generally consistent business in accordance with the past practices of the Purchased Business or as set forth in the schedules delivered to Administrative and Collateral Agent pursuant to Section 7.1(a) abovepolicies. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to a Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtordebtor in the ordinary course of such Borrower’s business. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 no Borrower shall, upon Lender’s request, issue any credits, discounts or allowances with respect to any Account without Lender’s prior written consent.

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 Administrative and Collateral Agent promptly ofreport to Lender on a separate basis: (i) any material delay in any such Borrower’s 's performance of any of its material obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtorsdebtors involving amounts in excess of $50,000 in the aggregate for any one account debtor, or (ii) any settlement, adjustment or compromise thereof by such Borrower of any Account(s) involving an aggregate reduction in excess of $1,500,000 50,000 in respect of the outstanding Accounts of any one case or $2,500,000 in the aggregate at any one time; account debtor, (iiiii) all material adverse information relating to the financial condition of any account debtor known to any Borrower or any Guarantor; and (iiiiv) any event or circumstance which, to any such Borrower’s or any Guarantor’s 's knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral Agent’s Lender's consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of such Borrower's business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall have the exclusive right to 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 existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shall, 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 Borrower shall notify Administrative and Collateral Agent Lender promptly of: (i) any material delay in any Borrower’s performance of any of its material obligations to any account debtor or the assertion of any claims, offsets, defenses or counterclaims by any account debtordebtor involving amounts in excess of $75,000, or any disputes with account debtorsdebtors involving amounts in excess of $75,000, or any settlement, adjustment or compromise thereof in excess of $1,500,000 in any one case or $2,500,000 in the aggregate at any one time; thereof, (ii) all material adverse information known to Borrower or Guarantor relating to the financial condition of any account debtor known (except to any the extent Borrower or any Guarantor; , as the case may be, is expressly prohibited from disclosing such information to Lender pursuant to a written agreement between Borrower or Guarantor and such account debtor which is valid and binding upon Borrower and Guarantor at the time that it obtains such information) and (iii) any event or circumstance which, to any Borrower’s or any Guarantor’s knowledge would cause Administrative and Collateral Agent Lender to consider any then existing Accounts reported as part of the Borrowing Base 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 or any Guarantor to any account debtor without Administrative and Collateral AgentLender’s consent, except as generally consistent with the past practices of the Purchased Business or as set forth in the schedules delivered ordinary course of Borrower’s business in accordance with practices and policies previously disclosed in writing to Administrative and Collateral Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default existsexists or has occurred and is continuing, Administrative and Collateral Agent Lender shall, at its option, notify Administrative Borrower that it intends to, and thereafter shalloption 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 allowancesallowances (provided, that Lender shall only be required to send a single notice to Borrower of Lender’s election to exercise such option).