Common use of Accounts Covenants Clause in Contracts

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

Accounts Covenants. (a) Borrowers shall notify Administrative Agent 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, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor whose accounts are included in Eligible Accounts and (iii) any event or circumstance which, to the best of any Borrower's ’s or Guarantor’s knowledge, would cause Administrative Agent to consider any then existing Eligible Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor whose accounts are included in Eligible Accounts without Administrative Agent's ’s consent, except in the ordinary course of a Borrower's ’s or Guarantor’s business in accordance with past 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 Agent promptly of: (i) with respect to Eligible Accounts, 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 material settlement, adjustment or compromise thereof, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor on Accounts in excess of $100,000 in the aggregate outstanding and (iii) any event or circumstance which, to the best of any Borrower's or Guarantor’s 's knowledge, would cause Agent to consider any then existing Eligible Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's consent, except in the ordinary course of a Borrower's or Guarantor’s 's business in accordance with past practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

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

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

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

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

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

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

Accounts Covenants. (a) Borrowers shall notify Agent 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, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower or Guarantor relating to the financial condition of any account debtor that is obligated in respect of Accounts of more than $250,000 and (iii) any event or circumstance which, to the best of any Borrower's ’s or Guarantor’s knowledge, would cause Agent to consider any then existing Eligible Accounts as no longer constituting Eligible Accounts. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's ’s consent, except in the ordinary course of a Borrower's ’s or Guarantor’s business in accordance with past practices and policies previously disclosed in writing to Agent and except as set forth in the schedules delivered to Agent pursuant to Section 7.1(a) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

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

Accounts Covenants. (a) Borrowers shall notify Agent promptly of: (i) with respect to Eligible Accounts, any material delay in any Borrower'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 debtorsdebtors or any Factor, or any material settlement, adjustment or compromise thereof, (ii) with respect to Eligible Accounts, all material adverse information known to any Borrower or Guarantor relating to the financial condition of any material account debtor and (iii) any event or circumstance which, to the best of any Borrower's or Guarantor’s 's knowledge, would cause Agent to consider any then existing Eligible Accounts as no longer constituting Eligible AccountsAccounts or Eligible Factor Receivables. No credit, discount, allowance or extension or agreement for any of the foregoing shall be granted to any account debtor without Agent's consent, except in the ordinary course of a Borrower's or Guarantor’s 's business in accordance with past its current practices and except policies as of the date hereof and as set forth in the schedules delivered to Agent pursuant to Section 7.1(a7.1(a)(i) or 7.1(a)(ii) above. So long as no Event of Default exists or has occurred and is continuing, Borrowers and Guarantors shall settle, adjust or compromise any claim, offset, counterclaim or dispute with any account debtor. At any time that an Event of Default exists or has occurred and is continuing, Agent shall, at its option, have the exclusive right to settle, adjust or compromise any claim, offset, counterclaim or dispute with account debtors or grant any credits, discounts or allowances.

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