Common use of Rights to Payment Clause in Contracts

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business; (ii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iii) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (iv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (v) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of or character, in each case material to the Company and except to the extent reflected by the Grantors’ Company's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Collateral Agent and the Lenders Banks in writing or occurring in the ordinary course of businesswriting; (ii) to the best of the Company's knowledge and belief (but without independent investigation), all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due (except for Rights to Payment of account obligors for which the Company has taken adequate reserves in accordance with GAAP); (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit lawslaws if and when taken as a whole noncompliance therewith could reasonably result in a Material Adverse Effect; (iiiiv) no Grantor the Company has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in or permitted by the other Loan Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment are in all material respects are true and correct and what they purport to be; and (vvi) the Company has no Grantor has any knowledge of any fact or circumstance which would materially impair in any material respect the validity or collectibility of any material part of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors Account Debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens (other than Permitted Liens), and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Debtor’s reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors Account Debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(k), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (ii) To the Debtor’s knowledge, all Account Debtors are solvent and generally paying their debts as they come due except to the extent that the Debtor has established adequate reserves therefor in accordance with GAAP; (iii) To the Debtor’s knowledge, all Rights to Payment comply in all material respects with all applicable laws Laws concerning form, content and manner of preparation and execution, including where applicable any any, federal or state consumer credit laws; (iiiiv) no Grantor The Debtor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) all All statements made, all unpaid balances and all other information in the Books books and records and other documentation relating pertaining to the Rights to Payment in all material respects are true and correct and in all material respects what they purport to be; and (vvi) The Debtor has no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to Payment in the extent that such Grantor has established adequate reserves therefor in accordance with GAAPaggregate.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Grantor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Collateral Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (i. to Grantor's knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due except to the extent that Grantor has established adequate reserves therefor in accordance with GAAP; ii) . to Grantor's knowledge, all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws;; Security Agreement/Accounts August 3, 1999 (iii) no . Grantor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (iv) . with respect to the Rights to Payment constituting Eligible Receivables, except as disclosed in writing to the Collateral Agent, Grantor has no knowledge that any of the criteria for eligibility are not or are no longer satisfied; v. all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all material respects what they purport to be; and (v) no vi. Grantor has any no knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The the Rights to Payment represent valid, binding and enforceable obligations of the account debtors Receivable Debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or and conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Borrower's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m), or as otherwise disclosed to the Administrative Lenders through Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (ii) to the best of Xxxxxxxx's knowledge and belief, all Receivable Debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due except as disclosed to Lenders through Agent; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or and state consumer credit laws; (iiiiv) no Grantor Borrower has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) with respect to each Right to Payment constituting Eligible Collateral, except as disclosed in writing to Agent, Xxxxxxxx has no knowledge that any of the criteria for eligibility are not or are no longer satisfied; (vi) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all respects what they purport to be; and (vvii) Borrower has no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors Account Debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Debtor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors Account Debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(k), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (ii) To the Debtor's knowledge, all Account Debtors are solvent and generally paying their debts as they come due except to the extent that the Debtor has established adequate reserves therefor in accordance with GAAP; (iii) To the Debtor's knowledge, all Rights to Payment comply in all material respects with all applicable laws Laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor The Debtor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) all All statements made, all unpaid balances and all other information in the Books books and records and other documentation relating pertaining to the Rights to Payment in all material respects are true and correct and in all material respects what they purport to be; and (vvi) The Debtor has no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to Payment in the extent that such Grantor has established adequate reserves therefor in accordance with GAAPaggregate.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens (other than Permitted Liens), and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business; (ii) to the best of each Grantor’s knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (vvi) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.;

Rights to Payment. (ia) The Accounts and any and all of the Borrower’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its chattel paper, documents of title, intangibles, instruments, proceeds and supporting obligations (collectively, “Rights to Payment Payment”) represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, any Lien (other than Permitted Encumbrances) and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Borrower’s reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m)5.13, or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (iib) to the best of the Borrower’s knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due; (c) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiid) no Grantor the Borrower has not assigned any of its rights under the Rights to Payment except other than Permitted Encumbrances as provided in this Agreement or as set forth in the other Loan Transaction Documents; (ive) all statements made, all unpaid balances and all other information in the Books Borrower’s books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all material respects what they purport to be; and (vf) the Borrower has no Grantor has any knowledge of any material fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any Exhibits to Arbitron Credit Agreement 256 adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Grantor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent and the Lenders Credit Agents in writing or occurring in the ordinary course of business; (ii) to the best of Grantor's knowledge, all account debtors and other obligors on Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that Grantor has established adequate reserves therefor in accordance with GAAP; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Credit Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (vvi) no Grantor has not any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the such Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.;

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Grantor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent and the Lenders Credit Agents in writing or occurring in the ordinary course of business; (ii) to the best of Grantor's knowledge, all account debtors and other obligors on Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that Grantor has established adequate reserves therefor in accordance with GAAP; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Credit Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (vvi) no Grantor has any no knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the such Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.;

Rights to Payment. (ia) The Accounts and any and all of the Debtor’s rights and claims to the payment or receipt of money or other forms of consideration of any kind in, to and under or with respect to its chattel paper, documents of title, intangibles, instruments, proceeds and supporting obligations (collectively, “Rights to Payment Payment”) represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, any lien and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Debtor’s reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m), 5.9 or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (iib) to the best of the Debtor’s knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due; (c) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiid) no Grantor the Debtor has not assigned any of its rights under the Rights to Payment except other than Permitted Liens as provided in this Agreement or as set forth in the other Loan Documents; (ive) all statements made, all unpaid balances and all other information in the Books Debtor’s books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all respects what they purport to be; and (vf) the Debtor has no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility collectability of any of the Rights to Payment, except Payment not otherwise disclosed to the extent that such Grantor has established adequate reserves therefor Agent in accordance with GAAPwriting.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens (other than Permitted Liens), and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(k), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business; (ii) to the best of each Grantor’s knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (vvi) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.;

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens (other than Permitted Liens), and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ ' reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of business; (ii) to the best of each Grantor's knowledge, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and what they purport to be; and (vvi) no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.;

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of or character, except to the extent reflected by the Grantors’ any Debtor’s reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent Collateral Agent, the Agent, the Lenders and the Lenders Noteholders in writing or occurring in the ordinary course of businesswriting; (ii) to the best of each Debtor’s knowledge and belief, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor Debtor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) with respect to the Rights to Payment constituting Eligible Receivables, except as disclosed in writing to the Agent and the Lenders, no Debtor has any knowledge that any of the criteria for eligibility are not or are no longer satisfied; (vi) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all respects what they purport to be; and (vvii) no Grantor Debtor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors Account Debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ a Debtor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors Account Debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(k), or as otherwise disclosed to the Administrative Agent and the Lenders in writing or occurring in the ordinary course of businesswriting; (ii) To each Debtor's knowledge, all Account Debtors are solvent and generally paying their debts as they come due except to the extent that a Debtor has established adequate reserves therefor in accordance with GAAP; (iii) To each Debtor's knowledge, all Rights to Payment comply in all material respects with all applicable laws Laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor No Debtor has assigned any of its their rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan DocumentsDocuments to which such Debtor is a party; (ivv) all All statements made, all unpaid balances and all other information in the Books books and records and other documentation relating pertaining to the Rights to Payment in all material respects are true and correct and in all material respects what they purport to be; and (vvi) no Grantor No Debtor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to Payment in the extent that such Grantor has established adequate reserves therefor in accordance with GAAPaggregate.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of character, except to the extent reflected by the Grantors’ Debtor’s reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent Collateral Agent, the Agent, the Lenders and the Lenders Noteholders in writing or occurring in the ordinary course of businesswriting; (ii) to the best of the Debtor’s knowledge and belief, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor Debtor has not assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) with respect to the Rights to Payment constituting Eligible Receivables, except as disclosed in writing to the Agent and the Lenders, Debtor has no knowledge that any of the criteria for eligibility are not satisfied; (vi) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all respects what they purport to be; and (vvii) Debtor has no Grantor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.

Rights to Payment. (i) The Rights to Payment represent valid, binding and enforceable obligations of the account debtors or other Persons obligated thereon, representing undisputed, bona fide transactions completed in accordance with the terms and provisions contained in any documents related thereto, and are and will be genuine, free from Liens, and not subject to any adverse claims, counterclaims, setoffs, defaults, disputes, defenses, discounts, retainages, holdbacks or conditions precedent of any kind of or character, except to the extent reflected by the Grantors’ any Debtor's reserves for uncollectible Rights to Payment or to the extent, if any, that such account debtors or other Persons may be entitled to normal and ordinary course trade discounts, returns, adjustments and allowances in accordance with Section 4(m5(m), or as otherwise disclosed to the Administrative Agent Collateral Agent, the Agent, the Lenders and the Lenders Noteholders in writing or occurring in the ordinary course of businesswriting; (ii) to the best of each Debtor's knowledge and belief, all account debtors and other obligors on the Rights to Payment are solvent and generally paying their debts as they come due; (iii) all Rights to Payment comply in all material respects with all applicable laws concerning form, content and manner of preparation and execution, including where applicable any federal or state consumer credit laws; (iiiiv) no Grantor Debtor has assigned any of its rights under the Rights to Payment except as provided in this Agreement or as set forth in the other Loan Documents; (ivv) with respect to the Rights to Payment constituting Eligible Receivables, except as disclosed in writing to the Agent and the Lenders, no Debtor has any knowledge that any of the criteria for eligibility are not or are no longer satisfied; (vi) all statements made, all unpaid balances and all other information in the Books and other documentation relating to the Rights to Payment in all material respects are true and correct and in all respects what they purport to be; and (vvii) no Grantor Debtor has any knowledge of any fact or circumstance which would materially impair the validity or collectibility of any of the Rights to Payment, except to the extent that such Grantor has established adequate reserves therefor in accordance with GAAP.