Common use of Records, Collections, Etc Clause in Contracts

Records, Collections, Etc. The Borrowers shall promptly report to the Agent all customer credits in an amount over $1,000,000, providing the Agent with a description thereof. The Borrowers shall not, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business. Upon the occurrence and during the continuance of an Event of Default, the Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable and (ii) notify account debtors on the Borrowers’ Receivables that such Receivables have been assigned to the Agent, and that payments in respect thereof shall be made directly to the Agent. If an Event of Default exists and at the direction of the Agent, where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower will hold the same on the Agent’s behalf, subject to the Agent’s instructions, and as property forming part of the Borrowers’ Receivables. The Borrowers hereby irrevocably authorizes and appoints the Agent as their attorney-in-fact, at the Borrowers’ sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuing, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid in Full: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the Borrowers, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; and (C) to take or bring, in the name of the Agent or the Borrowers, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Borrowers’ Receivables or file and sign a Borrower’s name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowers. The Borrowers shall maintain a record of its electronic chattel paper that identifies the Agent as the assignee thereof and otherwise in a manner such that the Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the UCC.

Records, Collections, Etc. The Borrowers Each Borrower shall promptly report all customer credits to the Lender. Each Borrower shall notify the Lender of all returns and recoveries of merchandise and of all claims asserted with respect to merchandise, in each case with a value in excess of $25,000. Each Borrower shall promptly report to the Agent all customer credits in an amount over $1,000,000Lender each such return, repossession or recovery of merchandise, providing the Agent Lender with a description thereofof such merchandise. The Borrowers No Borrower shall not, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business, without the Lender's consent. Upon the occurrence and during the continuance of an Event of DefaultDefault or at any time that the Lender believes that fraud has occurred, the Agent Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable and (ii) notify account debtors on the Borrowers’ a Borrower's Receivables that such Receivables have been assigned to the AgentLender, and that payments in respect thereof shall be made directly to the AgentLender. If an Event of Default exists and at the direction of the Agent, where Where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower will hold the same on the Agent’s Lender's behalf, subject to the Agent’s Lender's instructions, and as property forming part of the Borrowers’ such Borrower's Receivables. The Borrowers Where a Borrower sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, such Borrower will so advise the Lender immediately to permit the Lender to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Agent Lender, or any Person the Lender may designate, as their its attorney-in-fact, at the Borrowers’ such Borrower's sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Lender believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent Lender or the Borrowerssuch Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent Lender may designate; and (C) to take or bring, in the name of the Agent Lender or the Borrowerssuch Borrower, all steps, actions, suits or proceedings deemed by the Agent Lender necessary or desirable to enforce or effect collection of the Borrowers’ such Borrower's Receivables or file and sign a such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowerssuch Borrower. The Borrowers Each Borrower shall maintain a record of its electronic chattel paper that identifies the Agent Lender as the assignee thereof and otherwise in a manner such that the Agent Lender has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCCode.

Records, Collections, Etc. The Borrowers Each Borrower shall promptly report provide to the Agent all information relating to its customer credits in an amount over $1,000,000, providing granted during each month at the time it provides to the Agent with a description thereofits accounts receivable aging reports for such month under Section 7.1(k)(vi). The Borrowers No Borrower shall not, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business, without the Agent's consent. Upon the occurrence and during the continuance of an Event of Default, Default or at any time that the Agent may believes that fraud has occurred, at the Agent's request, (i) each Borrower shall promptly report to the Agent each such return, repossession or recovery of merchandise, (ii) the Agent or, in the case of account debtors of the Cdn. Borrower, the Cdn. Agent may settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable and (iiiii) the Agent or the Cdn. Agent, as applicable, may notify account debtors on the Borrowers’ a Borrower's Receivables that such Receivables have been assigned to the Agent or the Cdn. Agent, and that payments in respect thereof shall be made directly to the Agent or the Cdn. Agent. If an Event of Default exists and at the direction of the Agent, where Where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower will hold the same on the Agent’s 's or the Cdn. Agent's behalf, subject to the Agent’s 's or the Cdn. Agent's instructions, and as property forming part of the Borrowers’ such Borrower's Receivables. The Borrowers Where a Borrower sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, such Borrower will so advise the Agent immediately to permit the Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Agent or the Cdn. Agent, as their applicable, or any Person the Agent may designate, as its attorney-in-fact, at the Borrowers’ such Borrower's sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Agent believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the BorrowersCdn. Agent, as applicable or such Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent or the Cdn. Agent, as applicable, may designate; and (C) to take or bring, in the name of the Agent or the Borrowerssuch Borrower, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Borrowers’ such Borrower's Receivables or file and sign a such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowers. The Borrowers shall maintain a record of its electronic chattel paper that identifies the Agent as the assignee thereof and otherwise in a manner such that the Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCBorrower.

Records, Collections, Etc. The Borrowers shall promptly report all material credits to the Agent. The Borrowers shall notify the Agent of all material returns and recoveries of merchandise and of all claims asserted with respect to merchandise. The Borrowers shall promptly report to the Agent all customer credits in an amount over $1,000,000each such material return, providing repossession or recovery of merchandise, advising the Agent of the location thereof and providing it with a description thereofof such goods and their location. The Borrowers shall not, without the Agent’s prior written consent, not settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business, without the Agent's consent. Upon The Agent may at any time, upon the occurrence and during the continuance of an Event of Default, Default or if the Agent may reasonably believes in its sole and absolute discretion that fraud has occurred by a Loan Party against a Lender or the Agent (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable advisable, and (ii) notify account debtors on the Borrowers’ Receivables that such the Receivables have been assigned to the Agent, and that payments in respect thereof shall be made directly to the Agent. If an Event of Default exists and at the direction of the Agent, where Where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower will hold the same on the Agent’s 's behalf, subject to the Agent’s 's instructions, and as property forming part of the Borrowers’ Receivables. The Borrowers Where a Borrower sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, such Borrower will so advise the Agent, promptly upon being notified of such order and in time to permit the Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Agent, or any Person the Agent may designate, as their its attorney-in-fact, at the Borrowers’ such Borrower's sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingsubject to the limitations set forth below, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (Ai) upon the occurrence and during the continuance of an Event of Default, to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the Borrowersa Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (Bii) to request at any time from customers indebted on Receivables verification of information concerning Receivables and the amount owing thereon; (iii) to receive, open and dispose of all mail containing remittances addressed to the Borrowers a Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; (iv) upon the occurrence and (C) during the continuance of an Event of Default, to take or bring, in the name of the Agent or the Borrowersa Borrower, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Borrowers’ Receivables or file and sign a any Borrower’s 's name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowers. The Borrowers shall maintain a record of its electronic chattel paper that identifies the Agent as the assignee thereof and otherwise in a manner such that the Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCany Borrower.

Records, Collections, Etc. The Borrowers Borrower shall promptly report to the Agent Lender all customer credits and all returns, repossessions and recoveries of Inventory that are not in an amount over $1,000,000the ordinary course of its business, providing the Agent Lender with a description thereofof such Inventory. The Borrowers Borrower shall not, without the AgentLender’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business. Upon the occurrence and during the continuance of an Event of DefaultDefault or at any time that the Lender believes that fraud has occurred, the Agent Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable and (ii) notify account debtors on the Borrowers’ Borrower’s Receivables that such Receivables have been assigned to the AgentLender, and that payments in respect thereof shall be made directly to the AgentLender. If an Event of Default exists and at Where the direction of the Agent, where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such the Borrower will hold the same on the AgentLender’s behalf, subject to the AgentLender’s instructions, and as property forming part of the Borrowers’ Borrower’s Receivables. Where the Borrower sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, the Borrower will so advise the Lender immediately to permit the Lender to establish a reserve therefor. The Borrowers Borrower hereby irrevocably authorizes and appoints the Agent Lender, or any Person the Lender may designate, as their its attorney-in-fact, at the Borrowers’ Borrower’s sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Lender believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent Lender or the BorrowersBorrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent Lender may designate; and (C) to take or bring, in the name of the Agent Lender or the BorrowersBorrower, all steps, actions, suits or proceedings deemed by the Agent Lender necessary or desirable to enforce or effect collection of the Borrowers’ Borrower’s Receivables or file and sign a the Borrower’s name on a proof of claim in bankruptcy or similar document against any obligor of the BorrowersBorrower. The Borrowers Borrower shall maintain a record of its electronic chattel paper that identifies the Agent Lender as the assignee thereof and otherwise in a manner such that the Agent Lender has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCCode.

Records, Collections, Etc. The Borrowers Each Grantor shall promptly report all customer credits to the Agent, except customer credits granted in the ordinary course of such Grantor’s business. Each Grantor shall notify the Agent of all returns and recoveries of merchandise and of all claims asserted with respect to merchandise, in quantities or in amounts exceeding those which have been typical historically in such Grantor’s ordinary course of business. Each Grantor shall promptly report to the Agent all customer credits in an amount over $1,000,000each such return, repossession or recovery of merchandise, providing the Agent with a description thereofof such merchandise. The Borrowers shall notNo Grantor shall, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business. Upon the occurrence and during the continuance of an Event of DefaultDefault or at any time that the Agent believes that fraud has occurred, the Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable advisable, and (ii) notify account debtors on the Borrowers’ a Grantor’s Receivables that such Receivables have been assigned to the Agent, and that payments in respect thereof shall be made directly to the Agent. If an Event of Default exists and at the direction of the Agent, where Where a Borrower Grantor receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower Grantor will hold the same on the Agent’s behalf, subject to the Agent’s instructions, and as property forming part of the Borrowers’ such Grantor’s Receivables. The Borrowers Where a Grantor sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, such Grantor will so advise the Agent immediately to permit the Agent to establish a reserve therefor. Each Grantor hereby irrevocably authorizes and appoints the Agent, or any Person the Agent may designate, as their its attorney-in-fact, at the Borrowers’ such Grantor’s sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Agent believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the Borrowerssuch Grantor, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers such Grantor and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; and (C) to take or bring, in the name of the Agent or the Borrowerssuch Grantor, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Borrowers’ such Grantor’s Receivables or file and sign a Borrowersuch Grantor’s name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowerssuch Grantor. The Borrowers Each Grantor shall maintain a record of its electronic chattel paper that identifies the Agent as the assignee thereof and otherwise in a manner such that the Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCCode.

Records, Collections, Etc. The Borrowers No Borrower shall promptly report to the Agent all customer credits in an amount over $1,000,000, providing the Agent with a description thereof. The Borrowers shall not, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandise, except in the ordinary course of its business, without the Lender's consent. Upon the occurrence and during the continuance of an Event of DefaultDefault or at any time that the Lender believes that fraud has occurred, the Agent Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable and (ii) notify account debtors on the Borrowers’ a Borrower's Receivables that such Receivables have been assigned to the AgentLender, and that payments in respect thereof shall be made directly to the AgentLender. If an Event of Default exists and at the direction of the Agent, where Where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Borrower will hold the same on the Agent’s Lender's behalf, subject to the Agent’s Lender's instructions, and as property forming part of the Borrowers’ such Borrower's Receivables. The Borrowers Where a Borrower sells goods or services to a customer which also sells goods or services to it or which may have other claims against it, such Borrower will so advise the Lender immediately to permit the Lender to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Agent Lender, or any Person the Lender may designate, as their its attorney-in-fact, at the Borrowers’ such Borrower's sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Lender believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent Lender or the Borrowerssuch Borrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent Lender may designate; and (C) to take or bring, in the name of the Agent Lender or the Borrowerssuch Borrower, all steps, actions, suits or proceedings deemed by the Agent Lender necessary or desirable to enforce or effect collection of the Borrowers’ such Borrower's Receivables or file and sign a such Borrower’s 's name on a proof of claim in bankruptcy or similar document against any obligor of the Borrowerssuch Borrower. The Borrowers Each Borrower shall maintain a record of its electronic chattel paper that identifies the Agent Lender as the assignee thereof and otherwise in a manner such that the Agent Lender has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCCode.

Records, Collections, Etc. The Borrowers Borrower shall promptly report to the Agent all customer credits to the Agent, except customer credits granted in an amount over $1,000,000, providing the Agent with a description thereofordinary course of the Borrower’s business. The Borrowers Borrower shall not, without the Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance or accept any return of merchandiseallowance, except in the ordinary course of its business. Upon the occurrence and during the continuance of an Event of DefaultDefault or at any time that the Agent believes that fraud has occurred, the Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers reasonably advisable advisable, and (ii) notify account debtors on the Borrowers’ Borrower’s Receivables that such Receivables have been assigned to the Agent, and that payments in respect thereof shall be made directly to the AgentAgent and no longer to the Lockbox. If an Event of Default exists and at Where the direction of the Agent, where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such the Borrower will hold the same on the Agent’s behalf, subject to the Agent’s instructions, and as property forming part of the Borrowers’ Borrower’s Receivables. Where the Borrower sells services to a customer which also sells goods or services to it or which may have other claims against it, the Borrower will so advise the Agent immediately to permit the Agent to establish a reserve therefor. The Borrowers Borrower hereby irrevocably authorizes and appoints the Agent, or any Person the Agent may designate, as their its attorney-in-fact, at the Borrowers’ Borrower’s sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuingcontinuing or the Agent believes that fraud has occurred, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been Paid indefeasibly paid and satisfied in Fullfull in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Agent or the BorrowersBorrower, any and all checks, notes, drafts, and other documents or instruments relating to the Collateral; (B) to receive, open and dispose of all mail addressed to the Borrowers Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Agent may designate; and (C) to take or bring, in the name of the Agent or the BorrowersBorrower, all steps, actions, suits or proceedings deemed by the Agent necessary or desirable to enforce or effect collection of the Borrowers’ Borrower’s Receivables or file and sign a the Borrower’s name on a proof of claim in bankruptcy or similar document against any obligor of the BorrowersBorrower. The Borrowers Borrower shall maintain a record of its electronic chattel paper that identifies the Agent as the assignee thereof and otherwise in a manner such that the Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the UCCCode.