Common use of Accounts Covenants Clause in Contracts

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s or performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor without Administrative Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Grantor shall notify Administrative the Agent promptly of: (i) any material delay in any Borrowersuch Grantor’s or performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an AccountDebtor, and (iii) any event or circumstance which, to the best of any Borrowersuch Grantor’s or Guarantor’s knowledge, knowledge would cause Administrative the Agent to consider any then existing material Accounts as no longer constituting U.S. Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor without Administrative the Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s the Grantors’ business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveAgent. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors each Grantor shall have the right to settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative the Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits, discounts or allowances. With respect to each Account: (i) the amounts shown on any invoice delivered to any Secured Party or schedule thereof delivered to the Agent shall be true and complete, (ii) no payments shall be made thereon except payments immediately delivered to a Dominion Account at Bank of America in accordance with the Credit Agreement, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any Account Debtor, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to the Agent in accordance with the terms of this Security Agreement or the Credit Agreement, and (v) none of the transactions giving rise thereto will violate any applicable foreign, federal, state, or local laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations, and all such documentation will be legally enforceable in accordance with its terms. In accordance with the Credit Agreement, the Agent shall have the right at any time or times, to verify the validity, amount or any other matter relating to any Collateral, by mail, telephone, facsimile transmission or otherwise.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s 's or performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, (iii) any event or circumstance which, to the best of any Borrower’s 's or Guarantor’s 's knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor without Administrative Agent’s 's consent, except in the ordinary course of a Borrower’s 's or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s or performance of any of its material obligations to any Account Debtor account debtor, Credit Card Issuer or Credit Card Processor which owes Borrowers more than $750,000 or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor which owes Borrowers more than $750,000, or any material disputes with Account Debtorsany account debtor, Credit Card Issuers or Credit Card Processor which owes Borrowers more than $750,000, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability account debtor, Credit Card Issuers or enforceability of an Account, Credit Card Processor which owes Borrowers more than $750,000 and (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Accounts or Eligible Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any BorrowerReceivables. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor, Credit Card Issuers or Credit Card Processor without Administrative Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s business in accordance with its such Borrower’s or Guarantor’s existing practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor, Credit Card Issuers or Credit Card Processor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s 's or PT Canada'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, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Accountaccount debtor, (iii) any event or circumstance which, to the best of any Borrower’s 's or Guarantor’s 's knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without Administrative Agent’s 's consent, except in the ordinary course of a Borrower’s 's or Guarantor’s 's business in accordance with its current practices and policies previously disclosed of such Borrower as reported to Agent in writing to Administrative Agent and except as set forth in accordance with the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveterms of this Agreement. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers 7.1.0.1 Each Borrower or Borrowers' Agent shall notify Administrative Agent Lender promptly of: (i) any material delay in any Borrower’s or performance of any by such Borrower of its material obligations to any Account Debtor account debtor or the assertion of any material claims, offsets, defenses or counterclaims in excess of $100,000 by any Account Debtoraccount debtor, or any material disputes in excess of such sum with Account Debtorsaccount debtors, or any settlement, adjustment or compromise thereof, (ii) thereof and all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, account debtor if such information would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of have a material default by any Borrower under any adverse effect on the consolidated assets, liabilities, properties or condition, financial or otherwise, of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any BorrowerApparel Group, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrowertaken as a whole. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without Administrative Agent’s Lender's consent, except in the ordinary course of a such Borrower’s or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors each Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances. 7.1.0.2 Each Borrower or Borrower's Agent shall promptly report to Lender any return of Inventory by an account debtor to any of Borrowers' warehouse locations having a sales price in excess of $1,000,000 for reasons relating to the quality of such Inventory. In the event any account debtor of any Borrower returns Inventory when an Event of Default exists or has occurred and is continuing, such Borrower shall, upon Lender's request, hold the returned Inventory in trust for Lender, segregate all returned Inventory from all of its other property, dispose of the returned Inventory solely according to Lender's instructions, and not issue any credits, discounts or allowances with respect thereto without Lender's prior written consent.

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative Agent Lender promptly of: (i) any material delay in any Borrower’s or '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, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, account debtor and (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, 's knowledge would reasonably cause Administrative Agent Lender to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without Administrative Agent’s Lender's consent, except in the ordinary course of a Borrower’s or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances. b) Borrower shall promptly report to Lender any return of Inventory by an account debtor having a sales price in excess of $500,000. At any time that such Inventory is returned, reclaimed or repossessed, the related Account shall not be deemed an Eligible Account. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrower shall, upon Lender's request, (i) hold the returned Inventory in trust for Lender, (ii) segregate all returned Inventory from all of its other property, (iii) dispose of the returned Inventory solely according to Lender's instructions, and (iv) not issue any credits, discounts or allowances with respect thereto without Lender's prior written consent.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s or performance of any of its material obligations to any Account Debtor account debtor, Credit Card Issuer or Credit Card Processor which owes Borrowers more than $1,000,000 or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor, Credit Card Issuer or Credit Card Processor which owes Borrowers more than $1,000,000, or any material disputes with Account Debtorsany account debtor, Credit Card Issuers or Credit Card Processor which owes Borrowers more than $1,000,000, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability account debtor, Credit Card Issuers or enforceability of an Account, Credit Card Processor which owes Borrowers more than $1,000,000 and (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Accounts or Eligible Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any BorrowerReceivables. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor, Credit Card Issuers or Credit Card Processor without Administrative Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s business in accordance with its such Borrower’s or Guarantor’s existing practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor, Credit Card Issuers or Credit Card Processor. At any time that an Event of Default exists or has occurred and is continuing, upon notice to Administrative Borrower, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Borrower shall notify Administrative Agent Lender promptly of: (i) any material delay in any such Borrower’s or 's performance of any of its material obligations to any Account Debtor account debtor (including any Credit Card Issuer or Credit Card Processor) which could reasonably expected to have a material adverse effect on the business, properties or financial conditions of such Borrower or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtoraccount debtor (including any Credit Card Issuer or Credit Card Processor), or any material disputes with Account Debtorsaccount debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor account debtor (including any Credit Card Issuer or Credit Card Processor) and which could reasonably likely expected to adversely impact have a material adverse effect on the collectability business, properties or enforceability financial conditions of an Account, such Borrower and (iii) any event or circumstance which, to the best of any such Borrower’s 's or Guarantor’s 's knowledge, would cause Administrative Agent Lender to consider any then existing material Accounts as no longer constituting Eligible Accounts. No credit, (iv) any notice of a material default by any Borrower under discount, allowance, extension, or agreement for any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments foregoing shall be granted, to any Borrower, account debtor (v) any notice from including any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (viProcessor) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor without Administrative Agent’s Lender's consent, except EXCEPT in the ordinary course of a such Borrower’s or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors each Borrower shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor (including any Credit Card Issuer or Credit Card Processor). At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors (including any Credit Card Issuer or Credit Card Processor)or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent Lender promptly of: (i) any material delay in any Borrower’s or 's performance of any of its material obligations to any account debtor involving an Account Debtor exceeding $100,000 or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, account debtor involving an amount exceeding $100,000 or any material disputes with Account Debtorsaccount debtors, or any settlement, adjustment or compromise thereofthereof involving an amount exceeding $100,000, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, account debtor and (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, 's knowledge would cause Administrative Agent Lender to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without Administrative Agent’s Lender's consent, except in the ordinary course of a any Borrower’s or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveLender. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers shall notify Administrative Agent promptly of: (i) any material delay in any Borrower’s or performance of any of its material obligations to any Account Debtor or the assertion of any material claims, offsets, defenses or counterclaims by any Account Debtor, or any material disputes with Account Debtors, or any settlement, adjustment or compromise thereof, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, 6991691.13 118 and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor without Administrative Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors or grant any credits, discounts or allowances.

Accounts Covenants. (a) Borrowers Each Grantor shall notify the Administrative Agent promptly of: (i) any material delay in any Borrowersuch Grantor’s or 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, (ii) all material adverse information known to any Borrower or Guarantor relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Accountaccount debtor, and (iii) any event or circumstance which, to the best of any Borrowersuch Grantor’s or Guarantor’s knowledge, knowledge would cause the Administrative Agent to consider any then existing material Accounts as no longer constituting Eligible Accounts, (iv) any notice of a material default by any Borrower under any of the Credit Card Agreements or of any default which might result in the Credit Card Issuer or Credit Card Processor ceasing to make payments or suspending payments to any Borrower, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any Borrower. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without the Administrative Agent’s consent, except in the ordinary course of a Borrower’s or Guarantor’s the Grantors’ business in accordance with its practices and policies previously disclosed in writing to the Administrative Agent and except as set forth in the schedules delivered to Administrative Agent pursuant to Section 7.1(a) aboveAgent. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors each Grantor shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, the Administrative Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances. With respect to each Account: (i) the amounts shown on any invoice delivered to any Secured Party or schedule thereof delivered to the Administrative Agent shall be true and complete, (ii) no payments shall be made thereon except payments immediately delivered to any Secured Party pursuant to the terms of this Security Agreement, (iii) no credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor, (iv) there shall be no setoffs, deductions, contras, defenses, counterclaims or disputes existing or asserted with respect thereto except as reported to the Administrative Agent in accordance with the terms of this Security Agreement or the Credit Agreement, and (v) none of the transactions giving rise thereto will violate any applicable foreign, federal, state, or local laws or regulations, all documentation relating thereto will be legally sufficient under such laws and regulations, and all such documentation will be legally enforceable in accordance with its terms.

Accounts Covenants. (a) Borrowers Borrower shall notify Administrative Agent Lender promptly of: (i) any material delay in any Borrower’s or 's 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, (ii) all material adverse information known to any Borrower or Guarantor of which a Responsible Officer obtains actual knowledge relating to the financial condition of any Account Debtor reasonably likely to adversely impact the collectability or enforceability of an Account, material account debtor and (iii) any event or circumstance which, to the best of any Borrower’s or Guarantor’s knowledge, which a Responsible Officer obtains actual knowledge and which would cause Administrative Agent any material amount of then-existing Eligible Accounts to consider any then existing material Accounts as no longer constituting qualify as Eligible Accounts, (iv) any notice of a material default by any Borrower under any of Accounts based on the Credit Card Agreements or of any default which might result objective criteria set forth in the Credit Card Issuer definition of Eligible Accounts or Credit Card Processor ceasing otherwise specified, from time to make payments or suspending payments to any Borrowertime, (v) any notice from any Credit Card Issuer or Credit Card Processor that such person is ceasing or suspending, or will cease or suspend, any present or future payments due or to become due to any Borrower from such person, or that such person is terminating or will terminate any of by the Credit Card Agreements, and (vi) the failure of any Borrower to comply with any material terms of the Credit Card Agreements or any terms thereof which might result in the Credit Card Issuer or Credit Card Processor ceasing or suspending payments to any BorrowerLender pursuant hereto. No credit, discount, allowance or extension or agreement for any of the foregoing in excess of $100,000 shall be granted to any Account Debtor account debtor without Administrative Agent’s Lender's consent, except in the ordinary course of a Borrower’s or Guarantor’s 's business in accordance with its practices and policies previously disclosed in writing to Administrative Agent and except as set forth in the schedules delivered Lender (or otherwise disclosed to Administrative Agent pursuant to Section 7.1(a) aboveLender during Lender's due diligence process or a routine audit). So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall Borrower may settle, adjust or compromise any claim, offset, counterclaim or dispute with any Account Debtoraccount debtor. At any time that an Event of Default exists or has occurred and is continuing, Administrative Agent Lender shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with Account Debtors account debtors or grant any credits, discounts or allowances. (b) Borrower shall promptly and properly record on its books and records each and every return of Inventory by an account debtor and shall report directly to Lender any return of a material amount of Inventory by an account debtor. At any time that Inventory is returned, reclaimed or repossessed, the related Account shall not be deemed an Eligible Account. In the event any account debtor returns Inventory when an Event of Default exists or has occurred and is continuing, Borrower shall, upon Lender's request, (i) hold the returned Inventory in trust for Lender, (ii) segregate all returned Inventory from all of its other property, (iii) dispose of the returned Inventory solely according to Lender's instructions, and (iv) not issue any credits, discounts or allowances with respect thereto without Lender's prior written consent.