Common use of Records, Collections, Etc Clause in Contracts

Records, Collections, Etc. From and after the date that the sum of Unrestricted Cash, Undrawn Availability and Suppressed Availability is Thirty Million Dollars ($30,000,000) or lower and Undrawn Availability is less than fifteen percent (15%) of the Borrowing Base for more than five (5) consecutive Business Days, until such time as either (x) the sum of Borrower’s Unrestricted Cash, Undrawn Availability and Suppressed Availability has exceeded $30,000,000 or (y) Undrawn Availability has exceeded 15% of the Borrowing Base, in each case, for thirty (30) consecutive days, each Loan Party (i) shall promptly report to the Administrative Agent a description of all customer credits given which reduce the invoiced amounts originally reported to Administrative Agent, in each case with a value in excess of $250,000, (ii) shall not, without the Administrative Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance which either individually or in the aggregate exceeds three percent (3%) of the then outstanding Eligible Receivables, and (iii) where any Loan Party sells goods or services to a customer which also sells goods or services to such Loan Party or which customer may have other claims against the Loan Party, such Loan Party shall so advise the Administrative Agent immediately of any such amount in excess of three percent (3%) of the then outstanding Eligible Receivables. Upon the occurrence and during the continuance of an Event of Default or at any time that the Lender Parties believe that fraud has occurred, the Administrative 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 the Loan Parties’ Receivables that such Receivables have been assigned to the Administrative Agent, for the benefit of itself and the Lenders, and that payments in respect thereof shall be made directly to the Administrative Agent, for the benefit of itself and the Lenders. Where any Loan Party receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Loan Party will hold the same on the Administrative Agent’s behalf, subject to the Administrative Agent’s instructions, and as property forming part of such Loan Party’s Receivables Each Loan Party hereby irrevocably authorizes and appoints the Administrative Agent, or any Person the Administrative Agent may designate, as its attorney-in-fact, at the Borrower’s sole cost and expense, to exercise, if an Event of Default has occurred and is continuing or the Administrative 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 Administrative Agent, for the benefit of itself and the Lenders, or 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 any Loan Party and to notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate; and (C) to take or bring, in the name of the Administrative Agent, for the benefit of itself and the Lenders, or any Loan Party, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to enforce or effect collection of such Loan Party’s Receivables or file and sign such Loan Party’s name on a proof of claim in bankruptcy or similar document against any obligor of such Loan Party. Each Loan Party shall maintain a record of its electronic chattel paper that identifies the Administrative Agent, for the benefit of itself and the Lenders, as the assignee thereof and otherwise in a manner such that the Administrative Agent has control over such chattel paper for purposes of the Code.

Records, Collections, Etc. From and after the date that the sum of Unrestricted Cash, Undrawn Availability and Suppressed Availability is Thirty Million Dollars ($30,000,000) or lower and Undrawn Availability is less than fifteen percent (15%) of the Borrowing Base for more than five (5) consecutive Business Days, until such time as either (x) the sum of Borrower’s Unrestricted Cash, Undrawn Availability and Suppressed Availability has exceeded $30,000,000 or (y) Undrawn Availability has exceeded 15% of the Borrowing Base, in each case, for thirty (30) consecutive days, each Loan Party (i) The Borrowers shall promptly report to the Administrative Agent a description of all customer credits given which reduce in an amount over $1,000,000, providing the invoiced amounts originally reported to Administrative Agent, in each case Agent with a value in excess of $250,000, (ii) description thereof. The Borrowers shall not, without the Administrative Agent’s prior written consent, settle or adjust any dispute or claim, or grant any discount (except ordinary trade discounts), credit or allowance which either individually or accept any return of merchandise, except in the aggregate exceeds three percent (3%) ordinary course of the then outstanding Eligible Receivables, and (iii) where any Loan Party sells goods or services to a customer which also sells goods or services to such Loan Party or which customer may have other claims against the Loan Party, such Loan Party shall so advise the Administrative Agent immediately of any such amount in excess of three percent (3%) of the then outstanding Eligible Receivablesits business. Upon the occurrence and during the continuance of an Event of Default or at any time that the Lender Parties believe that fraud has occurredDefault, the Administrative 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 Loan PartiesBorrowers’ Receivables that such Receivables have been assigned to the Administrative Agent, for the benefit of itself and the Lenders, and that payments in respect thereof shall be made directly to the Administrative Agent. If an Event of Default exists and at the direction of the Agent, for the benefit of itself and the Lenders. Where any Loan Party where a Borrower receives collateral of any kind or nature by reason of transactions between itself and its customers or account debtors, such Loan Party Borrower will hold the same on the Administrative Agent’s behalf, subject to the Administrative Agent’s instructions, and as property forming part of such Loan Party’s Receivables Each Loan Party the Borrowers’ Receivables. The Borrowers hereby irrevocably authorizes and appoints the Administrative Agent, or any Person the Administrative Agent may designate, as its their attorney-in-fact, at the Borrower’s Borrowers’ sole cost and expense, to exercise, solely if an Event of Default has occurred and is continuing or the Administrative Agent 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 Administrative Agent, for the benefit of itself and the Lenders, Agent or the BorrowerBorrowers, 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 any Loan Party the Borrowers and to notify postal authorities to change the address for delivery thereof to such address as the Administrative Agent may designate; and (C) to take or bring, in the name of the Administrative Agent, for Agent or the benefit of itself and the Lenders, or any Loan PartyBorrowers, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to enforce or effect collection of such Loan Party’s the Borrowers’ Receivables or file and sign such Loan Partya Borrower’s name on a proof of claim in bankruptcy or similar document against any obligor of such Loan Partythe Borrowers. Each Loan Party The Borrowers shall maintain a record of its electronic chattel paper that identifies the Administrative Agent, for the benefit of itself and the Lenders, Agent as the assignee thereof and otherwise in a manner such that the Administrative Agent has control over such chattel paper in an amount greater than $250,000 for purposes of the CodeUCC.