Common use of Records, Collections, Etc Clause in Contracts

Records, Collections, Etc. 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 Lender each such return, repossession or recovery of merchandise, providing the Lender with a description of such merchandise. No Borrower shall 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 Default or at any time that the Lender believes that fraud has occurred, the Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable and (ii) notify account debtors on a Borrower's Receivables that such Receivables have been assigned to the Lender, and that payments in respect thereof shall be made directly to the Lender. 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 Lender's behalf, subject to the Lender's instructions, and as property forming part of such Borrower's Receivables. 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 Lender, or any Person the Lender may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender 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 such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender may designate; and (C) to take or bring, in the name of the Lender or such Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such Borrower. Each Borrower shall maintain a record of its electronic chattel paper that identifies the Lender as the assignee thereof and otherwise in a manner such that the Lender has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each Borrower shall promptly report all provide to the Agent information relating to its customer credits granted during each month at the time it provides 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 Lender each Agent its accounts receivable aging reports for such return, repossession or recovery of merchandise, providing the Lender with a description of such merchandisemonth under Section 7.1(k)(vi). No Borrower shall 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 LenderAgent's consent. Upon the occurrence and during the continuance of an Event of Default or at any time that the Lender Agent believes that fraud has occurred, at the Lender may 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 advisable and (iiiii) the Agent or the Cdn. Agent, as applicable, may notify account debtors on a Borrower's Receivables that such Receivables have been assigned to the LenderAgent or the Cdn. Agent, and that payments in respect thereof shall be made directly to the LenderAgent or the Cdn. 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 LenderAgent's or the Cdn. Agent's behalf, subject to the LenderAgent's or the Cdn. Agent's instructions, and as property forming part of such Borrower's Receivables. 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 Agent immediately to permit the Lender Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the LenderAgent or the Cdn. Agent, as applicable, or any Person the Lender Agent may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing or the Lender 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender Agent or the Cdn. 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 such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender Agent or the Cdn. Agent, as applicable, may designate; and (C) to take or bring, in the name of the Lender Agent or such Borrower, all steps, actions, suits or proceedings deemed by the Lender Agent necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such Borrower. Each Borrower shall maintain a record of its electronic chattel paper that identifies the Lender as the assignee thereof and otherwise in a manner such that the Lender has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each The Borrower shall promptly report all customer credits to the LenderAgent. Each The Borrower shall notify the Lender Agent 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 $25,0005,000,000. Each The Borrower shall promptly report to the Lender Agent each such return, repossession or recovery of merchandise, providing the Lender Agent with a description of such merchandisethe returned item. No The 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 During the continuance of an Event of Default or at any time that the Lender believes that fraud has occurredDefault, the Lender Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable and (ii) notify account debtors on a the Borrower's Receivables that such Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent. Where a the 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 LenderAgent's behalf, subject to the LenderAgent's instructions, and as property forming part of such the Borrower's Receivables. Where a 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, such the Borrower will so advise the Lender Agent immediately to permit the Lender Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Lender, or any Person the Lender may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender 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 such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender may designate; and (C) to take or bring, in the name of the Lender or such Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such Borrower. Each The Borrower shall maintain a record of its electronic chattel paper that identifies the Lender Agent as the assignee thereof and otherwise in a manner such that the Lender Agent has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each Borrower The Borrowers shall promptly report all customer material credits to the LenderAgent. Each Borrower The Borrowers shall notify the Lender Agent of all material 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 The Borrowers shall promptly report to the Lender Agent each such material return, repossession or recovery of merchandise, advising the Agent of the location thereof and providing the Lender it with a description of such merchandisegoods and their location. No Borrower The Borrowers shall 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 LenderAgent's consent. Upon The Agent may at any time, upon the occurrence and during the continuance of an Event of Default or at any time that if the Lender Agent reasonably believes in its sole and absolute discretion that fraud has occurred, occurred by a Loan Party against a Lender or the Lender may Agent (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable advisable, and (ii) notify account debtors on a Borrower's the Receivables that such the Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent. 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 LenderAgent's behalf, subject to the LenderAgent's instructions, and as property forming part of such Borrower's the Receivables. 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 Agent, promptly upon being notified of such order and in time to permit the Lender Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the LenderAgent, or any Person the Lender Agent may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing or subject to the Lender believes that fraud has occurredlimitations set forth below, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been indefeasibly paid and satisfied in full 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 Lender Agent or such a 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 such a Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender 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 Lender Agent or such a Borrower, all steps, actions, suits or proceedings deemed by the Lender Agent necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such any Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such any Borrower. Each Borrower shall maintain a record of its electronic chattel paper that identifies the Lender as the assignee thereof and otherwise in a manner such that the Lender has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. 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 The Borrower shall promptly report to the Lender each such returnall customer credits and all returns, repossession or recovery repossessions and recoveries of merchandiseInventory that are not in the ordinary course of its business, providing the Lender with a description of such merchandiseInventory. No The Borrower shall not, without the Lender’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 Default or at any time that the Lender believes that fraud has occurred, the Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable and (ii) notify account debtors on a the Borrower's ’s Receivables that such Receivables have been assigned to the Lender, and that payments in respect thereof shall be made directly to the Lender. Where a the 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 Lender's ’s behalf, subject to the Lender's ’s instructions, and as property forming part of such the Borrower's ’s Receivables. Where a 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, such the Borrower will so advise the Lender immediately to permit the Lender to establish a reserve therefor. Each The Borrower hereby irrevocably authorizes and appoints the Lender, or any Person the Lender may designate, as its attorney-in-fact, at such the Borrower's ’s sole cost and expense, to exercise, if an Event of Default has occurred and is continuing 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender or such the 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 such the Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender may designate; and (C) to take or bring, in the name of the Lender or such the Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to enforce or effect collection of such the Borrower's ’s Receivables or file and sign such the Borrower's ’s name on a proof of claim in bankruptcy or similar document against any obligor of such the Borrower. Each The Borrower shall maintain a record of its electronic chattel paper that identifies the Lender as the assignee thereof and otherwise in a manner such that the Lender has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. 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 Lender each such return, repossession or recovery of merchandise, providing the Lender with a description of such merchandise. No Borrower shall 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 Default or at any time that the Lender believes that fraud has occurred, the Lender may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable and (ii) notify account debtors on a Borrower's Receivables that such Receivables have been assigned to the Lender, and that payments in respect thereof shall be made directly to the Lender. 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 Lender's behalf, subject to the Lender's instructions, and as property forming part of such Borrower's Receivables. 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 Lender, or any Person the Lender may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender 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 such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender may designate; and (C) to take or bring, in the name of the Lender or such Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such Borrower. Each Borrower shall maintain a record of its electronic chattel paper that identifies the Lender as the assignee thereof and otherwise in a manner such that the Lender has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each The Borrower shall promptly report all customer credits to the LenderAgent. Each The Borrower shall notify the Lender Agent 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 $25,0005,000,000. Each The Borrower shall promptly report to the Lender Agent each such return, repossession or recovery of merchandise, providing the Lender Agent with a description of such merchandisethe returned item. No The 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 During the continuance of an Event of Default or at any time that the Lender believes that fraud has occurredDefault, the Lender Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable and (ii) notify account debtors on a the Borrower's ’s Receivables that such Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent. Where a the 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 Lender's Agent’s behalf, subject to the Lender's Agent’s instructions, and as property forming part of such the Borrower's ’s Receivables. Where a 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, such the Borrower will so advise the Lender Agent immediately to permit the Lender Agent to establish a reserve therefor. Each Borrower hereby irrevocably authorizes and appoints the Lender, or any Person the Lender may designate, as its attorney-in-fact, at such Borrower's sole cost and expense, to exercise, if an Event of Default has occurred and is continuing 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender 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 such Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender may designate; and (C) to take or bring, in the name of the Lender or such Borrower, all steps, actions, suits or proceedings deemed by the Lender necessary or desirable to enforce or effect collection of such Borrower's Receivables or file and sign such Borrower's name on a proof of claim in bankruptcy or similar document against any obligor of such Borrower. Each The Borrower shall maintain a record of its electronic chattel paper that identifies the Lender Agent as the assignee thereof and otherwise in a manner such that the Lender Agent has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each The Borrower shall promptly report all customer credits to the LenderAgent, except customer credits granted in the ordinary course of the Borrower’s business. Each The Borrower shall notify not, without the Lender of all returns and recoveries of merchandise and of all claims asserted with respect to merchandiseAgent’s prior written consent, in each case with a value in excess of $25,000. Each Borrower shall promptly report to the Lender each such return, repossession or recovery of merchandise, providing the Lender with a description of such merchandise. No Borrower shall 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, without the Lender's consent. Upon the occurrence and during the continuance of an Event of Default or at any time that the Lender Agent believes that fraud has occurred, the Lender Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable advisable, and (ii) notify account debtors on a the Borrower's ’s Receivables that such Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent and no longer to the Lockbox. Where a the 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 Lender's Agent’s behalf, subject to the Lender's Agent’s instructions, and as property forming part of such the Borrower's ’s Receivables. Where a 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, such the Borrower will so advise the Lender Agent immediately to permit the Lender Agent to establish a reserve therefor. Each The Borrower hereby irrevocably authorizes and appoints the LenderAgent, or any Person the Lender Agent may designate, as its attorney-in-fact, at such the Borrower's ’s sole cost and expense, to exercise, if an Event of Default has occurred and is continuing or the Lender 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender Agent or such the 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 such the Borrower and to notify postal authorities to change the address for delivery thereof to such address as the Lender Agent may designate; and (C) to take or bring, in the name of the Lender Agent or such the Borrower, all steps, actions, suits or proceedings deemed by the Lender Agent necessary or desirable to enforce or effect collection of such the Borrower's ’s Receivables or file and sign such the Borrower's ’s name on a proof of claim in bankruptcy or similar document against any obligor of such the Borrower. Each The Borrower shall maintain a record of its electronic chattel paper that identifies the Lender Agent as the assignee thereof and otherwise in a manner such that the Lender Agent has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. Each Borrower Grantor shall promptly report all customer credits to the LenderAgent, except customer credits granted in the ordinary course of such Grantor’s business. Each Borrower Grantor shall notify the Lender Agent of all returns and recoveries of merchandise and of all claims asserted with respect to merchandise, in each case with a value quantities or in excess amounts exceeding those which have been typical historically in such Grantor’s ordinary course of $25,000business. Each Borrower Grantor shall promptly report to the Lender Agent each such return, repossession or recovery of merchandise, providing the Lender Agent with a description of such merchandise. No Borrower shall 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, without the Lender's consent. Upon the occurrence and during the continuance of an Event of Default or at any time that the Lender Agent believes that fraud has occurred, the Lender Agent may (i) settle or adjust disputes or claims directly with account debtors for amounts and upon terms which it considers advisable advisable, and (ii) notify account debtors on a Borrower's Grantor’s Receivables that such Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent. 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 Lender's Agent’s behalf, subject to the Lender's Agent’s instructions, and as property forming part of such Borrower's Grantor’s Receivables. Where a Borrower 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 Borrower Grantor will so advise the Lender Agent immediately to permit the Lender Agent to establish a reserve therefor. Each Borrower Grantor hereby irrevocably authorizes and appoints the LenderAgent, or any Person the Lender Agent may designate, as its attorney-in-fact, at such Borrower's Grantor’s sole cost and expense, to exercise, if an Event of Default has occurred and is continuing or the Lender 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 indefeasibly paid and satisfied in full in cash: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender Agent or such BorrowerGrantor, 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 such Borrower Grantor and to notify postal authorities to change the address for delivery thereof to such address as the Lender Agent may designate; and (C) to take or bring, in the name of the Lender Agent or such BorrowerGrantor, all steps, actions, suits or proceedings deemed by the Lender Agent necessary or desirable to enforce or effect collection of such Borrower's Grantor’s Receivables or file and sign such Borrower's Grantor’s name on a proof of claim in bankruptcy or similar document against any obligor of such BorrowerGrantor. Each Borrower Grantor shall maintain a record of its electronic chattel paper that identifies the Lender Agent as the assignee thereof and otherwise in a manner such that the Lender Agent has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. 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 The Borrowers shall promptly report to the Lender each such return, repossession or recovery of merchandiseAgent all customer credits in an amount over $1,000,000, providing the Lender Agent with a description of such merchandisethereof. No Borrower 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 Default or at any time that the Lender believes that fraud has occurredDefault, the Lender 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 a Borrower's the Borrowers’ Receivables that such Receivables have been assigned to the LenderAgent, and that payments in respect thereof shall be made directly to the LenderAgent. Where 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 Lender's Agent’s behalf, subject to the Lender's Agent’s instructions, and as property forming part of such Borrower's the Borrowers’ Receivables. 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 The Borrowers hereby irrevocably authorizes and appoints the Lender, or any Person the Lender may designate, Agent as its their attorney-in-fact, at such Borrower's the Borrowers’ sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuing or the Lender believes that fraud has occurredcontinuing, all of the following powers, which being coupled with an interest, shall be irrevocable until all of the Obligations have been indefeasibly paid and satisfied Paid in full in cashFull: (A) to receive, take, endorse, sign, assign and deliver, all in the name of the Lender Agent or such Borrowerthe 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 such Borrower the Borrowers and to notify postal authorities to change the address for delivery thereof to such address as the Lender Agent may designate; and (C) to take or bring, in the name of the Lender Agent or such Borrowerthe Borrowers, all steps, actions, suits or proceedings deemed by the Lender Agent necessary or desirable to enforce or effect collection of such Borrower's the Borrowers’ Receivables or file and sign such a Borrower's ’s name on a proof of claim in bankruptcy or similar document against any obligor of such Borrowerthe Borrowers. Each Borrower The Borrowers shall maintain a record of its electronic chattel paper that identifies the Lender Agent as the assignee thereof and otherwise in a manner such that the Lender Agent has control over such chattel paper in an amount greater than $1,000,000 for purposes of the CodeUCC.