Common use of Agreements Regarding Receivables Clause in Contracts

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that customary in such Credit Party’s industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Credit Party’s learning thereof, in the event any Eligible Account or Eligible Costs in Excess of Billings becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit Party, and such Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the Ordinary Course of Business or (ii) which discount, credit or allowance exceeds an amount equal to $1,000,000 in the aggregate with respect to any individual Account of (b) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account and/or Eligible Costs in Excess of Billings. Nothing permitted by this Section 5.16, however, may be construed to alter in any the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock or Eligible Costs in Excess of Billings provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may not backdate, postdate or redate any of its invoices. No Credit Party Borrower may not make any sales on extended dating or credit terms beyond that customary in such Credit PartyBorrower’s industry and consented to in advance by AgentBank. In addition to the Borrowing Base Certificate to be delivered in accordance with this AgreementSection 8.3, Borrower Representative shall notify Agent Bank promptly upon any Credit PartyBorrower’s learning thereof, in the event any Eligible Account Receivable or any Eligible Costs in Excess of Billings Unbilled Revenue becomes ineligible for any reason, other than the aging of such AccountReceivable, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent Bank promptly of all material disputes and claims with respect to the Accounts of any Credit Partyits Receivables, and such Credit Party Borrower will settle or adjust such material disputes and claims at no expense to AgentBank; provided, however, no Credit Party mayBorrower may not, without AgentBank’s consent, grant (ai) any discount, credit or allowance in respect of its Accounts Receivables (ia) which is outside the Ordinary Course ordinary course of Business or Borrower’s business and (iib) which discount, credit or allowance exceeds an amount equal to $1,000,000 5,000 in the aggregate with respect to any individual Account of Receivable or (bii) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account and/or Receivable or Eligible Costs in Excess of BillingsUnbilled Revenue. Nothing permitted by this Section 5.167.1 or Section 7.2, however, may be construed to alter in any way the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Receivables or Eligible Costs in Excess of Billings Unbilled Revenue provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may not backdate, postdate or redate any of its invoicesinvoices or statements except that Borrower may redate an invoice only under the following conditions: (i) Borrower will clearly identify any redated invoices (including providing the original invoice dates thereof) on each Borrowing Base Certificate submitted to Agent and (ii) any redated invoice, if otherwise an Eligible Receivable as of any applicable date, will automatically become ineligible on the 90th day after the date of the original invoice applicable thereto (or sooner if ineligible based on the application of any of the other criteria set forth in the definition of Eligible Receivables). No Credit Party Borrower may not make any sales on extended dating or credit terms beyond that customary in such Credit Party’s industry and consented to in advance by Agenta total of 120 days after invoice date. In addition to If between the date Borrower has delivered a Borrowing Base Certificate to be delivered in accordance with Agent and the date the next Borrowing Base Certificate is due under this Agreement, Borrower Representative shall notify Agent promptly upon any Credit Party’s learning thereof, in the event learns that any Eligible Account Receivable in an amount equal to or Eligible Costs in Excess of Billings becomes greater than $250,000 has become ineligible for any reason, other than the aging of such AccountReceivable, and of the reasons for such ineligibility. then Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit Party, and such Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party may, without upon Borrower’s learning thereof. Without obtaining Agent’s consentprior consent (which consent will not be unreasonably withheld or delayed), grant Borrower will not grant: (a) any discount, credit or allowance in respect of its Accounts Receivables included in the Borrowing Base (i1) which is outside the Ordinary Course ordinary course of Business or business and (ii2) which discount, credit or allowance exceeds an amount equal to $1,000,000 50,000 in the aggregate with respect to any individual Account of Receivable or (b) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account and/or Eligible Costs in Excess Receivable which is outside the ordinary course of Billingsbusiness. Nothing permitted by this Section 5.167.1 or Section 7.2, however, may be construed to alter in any way the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Receivables or Eligible Costs in Excess of Billings Inventory provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoices. No Credit Party Borrower may make any sales on extended dating or credit terms beyond that customary in such Credit Party’s Borrower's industry and consented to or in advance by Agentthe Ordinary Course of Business. In addition to the Borrowing Base Certificate Certificates to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Credit Party’s Borrower's learning thereof, in the event any material Eligible Account or any material account receivable constituting Eligible Costs in Excess of Billings Xxxxxxxx becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts any material Eligible Account of any Credit PartyBorrower, and such Credit Party Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party Borrower may, without Agent’s 's consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the Ordinary Course of Business or (ii) which discount, credit or allowance exceeds an amount equal to $1,000,000 100,000 in the aggregate with respect to any individual Account of or (b) any materially adverse extension, compromise or settlement to any customer or account debtor Account Debtor with respect to any then material Eligible Account and/or Eligible Costs in Excess of BillingsAccount. Nothing permitted by this Section 5.16, however, may be construed to alter in any the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Accounts or Eligible Costs in Excess of Billings Xxxxxxxx provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoicesinvoices with respect to Eligible Accounts, except to the extent required to correct any clerical errors or otherwise as consented to in advance by Agent in its Permitted Discretion. No Credit Party Borrower may make any sales on extended dating or credit terms with respect to Eligible Accounts beyond that customary in such Credit PartyBorrower’s industry and or in the Ordinary Course of Business or otherwise consented to in advance by AgentAgent in its Permitted Discretion. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Credit PartyBorrower’s learning thereof, in the event any Eligible Account or Eligible Costs in Excess of Billings becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit PartyBorrower, and such Credit Party Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party Borrower may, without Agent’s consent, grant (a) grant any discount, credit or allowance in respect of its Accounts (i) Eligible Accounts, which is outside the Ordinary Course of Business Business, or (ii) which discount, credit or allowance exceeds an amount equal to $1,000,000 in the aggregate with respect to any individual Account of (b) grant any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account and/or Eligible Costs in Excess of BillingsAccount. Nothing permitted by this Section 5.165.20, however, may be construed to alter in any the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Equipment or Eligible Costs in Excess of Billings Inventory provided in Section 1.1.

Agreements Regarding Receivables. No Credit Party may backdate, postdate or redate any of its invoices. No Credit Party may make any sales on extended dating or credit terms beyond that customary in such Credit Party’s industry and consented to in advance by Agentindustry. In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Credit Party’s learning thereof, in the event any Eligible Account, Eligible Pre-Audit Account or Eligible Costs in Excess of Billings Unbilled Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility. Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit Party, and such Credit Party will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Credit Party may, without Agent’s consent, grant (a) any discount, credit or allowance in respect of its Accounts (i) which is outside the Ordinary Course of Business or (ii) which discount, credit or allowance allowance, with respect to any individual Account, exceeds an amount equal to $250,000 in any year and $1,000,000 in over the aggregate with respect to any individual Account term of this Agreement or (b) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account, Eligible Pre-Audit Account and/or or Eligible Costs in Excess of BillingsUnbilled Account. Nothing permitted by this Section 5.165.17, however, may be construed to alter in any the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Pre-Audit Accounts or Eligible Costs in Excess of Billings Unbilled Accounts provided in Section 1.1.. Midcap / Transfix / A&R Credit Agreement

Agreements Regarding Receivables. No Credit Party Borrower may backdate, postdate or redate any of its invoicesinvoices or statements. No Credit Party Borrower may make any sales on extended dating or credit terms beyond that customary in such Credit Party’s Borrower's industry and consented to in advance by Agent. In addition to the Borrowing Base Certificate to be delivered in accordance with this AgreementSection 8.3, each Borrower Representative shall notify Agent promptly upon any Credit Party’s such Borrower's learning thereof, in the event any Eligible Account or Eligible Costs in Excess of Billings Receivable becomes ineligible for any reason, other than the aging of such AccountReceivable, and of the reasons for such ineligibility. Each Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Credit Partyits Receivables, and such Credit Party Borrower will settle or adjust such material disputes and claims at no expense to AgentAgent or the Lenders; provided, however, no Credit Party Borrower may, without Agent’s 's consent, grant (ai) any discount, credit or allowance in respect of its Accounts Receivables (ia) which is outside the Ordinary Course ordinary course of Business or business and (iib) which discount, credit or allowance exceeds an amount equal to $1,000,000 250,000 in the aggregate with respect to any individual Account of Receivable or (bii) any materially adverse extension, compromise or settlement to any customer or account debtor with respect to any then Eligible Account and/or Receivable. The amount of any Receivable related to any xxxx-and-hold sale transaction shall be disclosed as such to the Agent on each applicable subsequent Borrowing Base Certificate and in no event shall such Receivable constitute an Eligible Costs in Excess of BillingsReceivable. Nothing permitted by this Section 5.167.1 or Section 7.2, however, may be construed to alter in any way the criteria for Eligible Accounts, Eligible Equipment, Eligible Unappraised Equipment, Eligible Rolling Stock, Eligible Unappraised Rolling Stock Receivables or Eligible Costs in Excess of Billings Inventory provided in Section 1.1.