Credit Card Receivables. As of the time when each of its Accounts is included in the Borrowing Base as an Eligible Credit Card Receivable, such Account and all records, papers and documents relating thereto (a) are genuine and correct in all material respects, (b) represent the legal, valid and binding obligation of the Account Debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, evidencing indebtedness unpaid and owed by such Account Debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the goods or other property listed therein or out of an advance or a loan, and (c) are in all material respects in compliance and conform with all applicable material federal, state and local Laws and applicable Laws of any relevant foreign jurisdiction.
Credit Card Receivables. (a) No amount payable to such Grantor under or in connection with any Credit Card Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Agent to the extent required pursuant to SECTION 4.4(a) of this Agreement.
(b) None of the obligors on any Credit Card Receivable is a Governmental Authority.
(c) Each Eligible Credit Card Receivable is a bona fide existing payment obligation of a credit card payment processor or an issuer of credit cards to a Grantor resulting from charges by a customer of a Grantor on credit cards issued by such issuer in connection with the sale of goods by such Grantor, or services performed by such Grantor, in each case in the ordinary course of its business.
(d) Except as would not be reasonably expected to result in a Material Adverse Effect, there are no facts, events or occurrences which would impair the validity of any Credit Card Receivable, or tend to reduce the amount payable thereunder from the face amount of the claim or invoice or statements delivered to the Agent with respect thereto (other than arising in the ordinary course of business).
Credit Card Receivables. (i) As of the time when any of its Credit Card Receivables is included in the Borrowing Base as an Eligible Credit Card Receivable, each Grantor shall be deemed to have represented and warranted that such Credit Card Receivable, and all records, papers and documents relating thereto (x) are genuine and correct and in all material respects what they purport to be, (y) represent the legal, valid and binding obligation of the Account Debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Requirements of Law relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, evidencing indebtedness unpaid and owed by such Account Debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the goods or other property listed therein or out of an advance or a loan, and (z) are in all material respects in compliance and conform with all applicable Requirements of Law.
(ii) Each Grantor shall keep and maintain at its own cost and expense complete records of each Credit Card Receivable, in a manner consistent with prudent business practice, including, without limitation, records of all payments received, all credits granted thereon, all merchandise returned and all other documentation relating thereto. Each Grantor shall, at such Grantor’s sole cost and expense, upon Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of all Credit Card Receivables, including, without limitation, all documents evidencing such Credit Card Receivables and any books and records relating thereto to Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor). Upon the occurrence and during the continuance of any Event of Default, Collateral Agent may transfer a full and complete copy of any Grantor’s books, records, credit information, reports, memoranda and all other writings relating to the Credit Card Receivables to and for the use by any Person that has acquired or is contemplating acquisition of an interest in the Credit Card Receivables or Collateral Agent’s security interest therein in accordance with applicable Requirements of Law without the consent of any Grantor.
(iii) No Grantor shall rescind or cancel any indebtedness evidenced by any Credit Ca...
Credit Card Receivables. All proceeds of credit card receivables shall be deposited into a Specified Deposit Account. No Grantor shall, nor shall any Grantor permit any of its Subsidiaries to, enter into or amend or modify any credit card processing agreement or similar agreements or documentation to which it is a party which requires the counterparties thereto to deliver proceeds of credit card receivables to deposit accounts other than a Specified Deposit Account.
Credit Card Receivables. Servicer shall manage, service, administer, and collect the Credit Card Receivables in accordance with the respective provisions of the Credit and Collection Policy, as in effect from time to time, with the goal of achieving the projections in the applicable Portfolio Budget.
Credit Card Receivables. Each Credit Card Receivable and all records, papers and documents relating thereto (i) are genuine and correct and in all material respects what they purport to be, (ii) represent the legal, valid and binding obligation of the account debtor, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability, evidencing obligations unpaid and owed by such account debtor, arising out of the performance of labor or services or the sale, lease, license, assignment or other disposition and delivery of the goods or other property listed therein or out of an advance of a loan, (iii) are in all material respects in compliance and conform with all applicable material federal, state and local laws and applicable laws of any relevant foreign jurisdiction and (iv) are not evidenced by a judgment, Instrument or Chattel Paper.
Credit Card Receivables. Each Account shown as an Eligible Credit Card Receivables in a Borrowing Base Report:
(a) is genuine and in all respects what it purports to be;
(b) arises out of a completed, bona fide sale and delivery of goods in the Ordinary Course of Business, and substantially in accordance with any purchase order, contract or other document relating thereto;
(c) is not subject to any offset, Lien (other than Agent’s Lien), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business; and, except as arising in the Ordinary Course of Business, it is absolutely owing by the applicable credit card processor, without contingency of any kind;
(d) is not subject to any Applicable Law restricting assignment of the Credit Card Receivables to Agent (regardless of whether, under the UCC, the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party with respect thereto; and
(e) to the best of Borrowers’ knowledge, except as would reasonably be expected to occur in the Ordinary Course of Business, there are no facts or circumstances that are reasonably likely to impair the enforceability or collectability of such Credit Card Receivables.
Credit Card Receivables. Pledgors will deliver to the Collateral Agent an executed Credit Card Processing Control Agreement with respect to all Credit Card Receivables. No Pledgor shall hereafter enter into any Credit Card Agreement unless (1) it shall have given the Collateral Agent thirty (30) days' prior written notice of its intention to enter into any new Credit Card Agreement and (2) such Pledgor and credit card issuer or credit card processor shall have duly executed and delivered to the Collateral Agent a Credit Card Processing Control Agreement with respect to such Credit Card Agreement. Notwithstanding the foregoing, the Revolving Credit Collateral Agent shall have the right to waive (or extend) the requirement of a Credit Card Processing Control Agreement with respect to any credit card issuer or credit card processor in its reasonable discretion.
Credit Card Receivables. With respect to each of the Borrowers’ Credit Card Receivables identified by the Borrowers as Eligible Credit Card Receivables, as applicable, in a Borrowing Base Certificate submitted to the Administrative Agent, unless otherwise disclosed to the Administrative Agent in writing:
(a) It is genuine and in all respects what it purports to be, and it is not evidenced by a judgment;
(b) It arises out of a completed, bona fide sale and delivery of goods or rendition of services by a Borrower, in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto, and it is a bona fide existing payment obligation of the applicable Account Debtor, Credit Card Issuer or Credit Card Processor, as applicable;
(c) It is owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation;
(d) To the Borrowers’ knowledge, there are no proceedings or actions which are threatened or pending against the applicable Account Debtor, Credit Card Issuer or Credit Card Processor which might result in any material adverse change in such Person’s financial condition or the collectibility of such Credit Card Receivable; and
(e) It is not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Administrative Agent-discretionary criteria) set forth in the definition of Eligible Credit Card Receivable.
Credit Card Receivables. Borrowers shall cause all cash, Credit Card Receivables and other Proceeds of Collateral to be deposited into the Bancontrol Account on a daily basis. If Borrowers receive any cash, Credit Card Receivables, or Proceeds of Collateral directly, Borrowers will promptly deposit such cash, Credit Card Receivables, or Proceeds into the Bancontrol Account. Until so deposited, Borrowers will hold all such cash, Credit Card Receivables, or Proceeds in trust for Lenders without commingling with other funds or property. All amounts deposited into the Bancontrol Account shall immediately become the property of Agent for the ratable benefit of Lenders.
