Common use of Credit Card Agreements Clause in Contracts

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements existing as of the Closing Date between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or the Credit Card Processors. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements has occurred and is continuing. The applicable Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or the Credit Card Processors. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements Agreement has occurred and is continuing. The applicable Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto 8.9 to the Information Certificate is a correct and complete list list, as of the date hereof, of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiariesaffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of, their affiliates; (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements; (c) the amount of all reserves; or collateral maintained as of the date hereof by the Credit Card Issuer or Credit Card Processor, if any, (d) all other fees and charges payable by Borrower under or in connection with the Credit Card Agreements; and (e) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto 8.9 to the Information Certificate or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.13 hereof. Each of the Credit Card Agreements constitutes the a legal, valid and binding obligations obligation of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuing. The applicable continuing which would have a Material Adverse Effect, and Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Borrower has delivered, or caused to be delivered to Collateral Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Effective Date between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of all of the Credit Card AgreementsAgreements in effect as of the Effective Date.

Credit Card Agreements. Set forth in Schedule 8.16 SCHEDULE 5.23 hereto is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any each Borrower, Guarantor or any of its Subsidiariesaffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other fees and charges payable by each Borrower under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such a Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 SCHEDULE 5.23 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with this Section 9.18 hereof5.23. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the applicable Borrower that is party thereto and to the best of each such Borrower’s and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower Each Borrower, as applicable, and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements as of the date hereof and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any BorrowerBorrower or Guarantor, Guarantor or any of its Subsidiariestheir Affiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower Borrowers and Guarantors to operate its their business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower or Guarantor arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower or Guarantor has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower or Guarantor has entered into a Credit Card Agreement in accordance with Section 9.18 9.22 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower or Guarantor that is party thereto and to the best of each Borrower’s Borrower and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably (i) be expected to (a) have a Material Adverse Effect or (bii) result in the cessation of the transfer of payments under any Credit Card Agreement to the Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower and Guarantors and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower or Guarantor to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers and Guarantors have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the material Credit Card Agreements and all other material agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Borrower or Guarantor or (on the one hand) and any of its Subsidiaries, the Credit Card Issuers and/or the Issuer or Credit Card ProcessorsProcessor (on the other hand). The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 8.9 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 8.9 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.16 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than ten (10%) percent of all such sales in the immediately preceding fiscal year) exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than ten (10%) percent of all such sales in the immediately preceding fiscal year) to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements as of the date hereof and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any BorrowerBorrower or Guarantor, Guarantor or any of its Subsidiariestheir Affiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower Borrowers and Guarantors to operate its their business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower or Guarantor arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower or Guarantor has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower or Guarantor has entered into a Credit Card Agreement in accordance with Section 9.18 9.21 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower or Guarantor that is party thereto and to the best of each Borrower’s Borrower and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably (i) be expected to (a) have a Material Adverse Effect or (bii) result in the cessation of the transfer of payments under any Credit Card Agreement to the Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower and Guarantors and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower or Guarantor to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers and Guarantors have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s 's and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent 77 necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card AgreementsAgreements in effect as of the date hereof.

Credit Card Agreements. Set forth in on Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s 's and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 8.9 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 8.9 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.16 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s 's and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the material Credit Card Agreements and all other material agreements existing as of the Closing Date date hereof between or among any Borrower, Guarantor or Loan Party (on the one hand) and any of its Subsidiaries, the Credit Card Issuers and/or the Issuer or Credit Card ProcessorsProcessor (on the other hand). The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and GuarantorLoan Party’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law limiting creditors’ rights generally and by general equitable principles. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce material amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or and the Credit Card Processors. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (ai) have a Material Adverse Effect or (bii) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements Agreement has occurred and is continuing. The applicable Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto 1.3 is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 1.30 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each the Borrower’s and Guarantor’s knowledge, the other parties thereto, is enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding Fiscal Year) exists or has occurred that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to Borrower. Borrower, and is continuing. The applicable Borrower and to the best of Borrower’s knowledge, the other parties thereto thereto, have complied in all material respects with all of the terms and conditions of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding Fiscal Year) to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Borrower has delivered, or caused to be delivered to AgentLender, true, correct and complete copies of all of the Credit Card Agreements. Each of the Credit Card Issuers and Credit Card Processors which are a party to a Credit Card Agreement with Borrower will be subject to a Credit Card Acknowledgment acceptable to Lender in accordance with the terms hereof.

Credit Card Agreements. Set forth in Schedule 8.16 hereto on SCHEDULE 6.28 is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other material fees and charges payable by Borrower under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such the material agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto SCHEDULE 6.28 or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 SECTION 7.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms in all material respects (except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law), and are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower and the other parties thereto have complied in all material respects, with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Borrower has delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in on Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiaries, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 (as such Schedule may be updated from time to time pursuant to Section 9.6(g)) hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Working Capital Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiariestheir Affiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower Borrowers to operate its their business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.22 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably (i) be expected to (a) have a Material Adverse Effect or (bii) result in the cessation of the transfer of payments under any Credit Card Agreement to the Blocked Accounts as required under this Agreement, no default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 8.9 hereto is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any BorrowerBorrowers, Guarantor or any of its Subsidiariestheir affiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other fees and charges payable by Borrowers under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower Borrowers to operate its their business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of any Borrower Borrowers arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has Borrowers have entered into one of the Credit Card Agreements set forth on Schedule 8.16 8.9 hereto or with whom such Borrower Borrowers has entered into a Credit Card Agreement in accordance with Section 9.18 9.13 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto Borrowers and to the best of each Borrower’s and Guarantor’s Borrowers' knowledge, the other parties thereto, enforceable in accordance with their respective terms and is are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower Borrowers and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower Borrowers to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to AgentLender, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date of Amendment No. 4 between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of 6991691.13 132 the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of all of the Credit Card AgreementsAgreements in effect as of the date of Amendment No. 4.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date of Amendment No. 4 between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of all of the Credit Card AgreementsAgreements in effect as of the date of Amendment No. 4.

Credit Card Agreements. Set forth in Schedule 8.16 8.18 hereto is a ---------------------- correct and complete list list, as of the date hereof, of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other fees and charges payable by any Borrower under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 8.18 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 8.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s 's and Guarantor’s Obligor's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingcontinuing which would have the reasonable likelihood of having a Material Adverse Effect. The applicable Each Borrower and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreementsthereunder.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.20 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements has occurred and is continuingexists that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 SCHEDULE 8.18 hereto is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any a Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other fees and charges payable by a Borrower under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such a Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 SCHEDULE 8.18 hereto or with whom such a Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 SECTION 9.21 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the a Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s 's knowledge, the other parties thereto, enforceable in accordance with their respective terms and is are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Borrower Borrowers and the other parties thereto have complied with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such any Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Each Borrower has delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto on the Information Certificate is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 1.26 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each the Borrower’s and Guarantor’s knowledge, the other parties thereto, is enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding fiscal year) exists or has occurred that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to Borrower. Borrower, and is continuing. The applicable Borrower and to the best of Borrower’s knowledge, the other parties thereto thereto, have complied in all material respects with all of the terms and conditions of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding fiscal year) to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Borrower has delivered, or caused to be delivered to AgentLender, true, correct and complete copies of all of the Credit Card Agreements. Each of the Credit Card Issuers and Credit Card Processors which are a party to a Credit Card Agreement with Borrower will be subject to a Credit Card Acknowledgment acceptable to Lender in accordance with the terms hereof.

Credit Card Agreements. (a) Set forth in Schedule 8.16 5.29 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its Subsidiariestheir Affiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. Borrowers have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of such Credit Card Agreements. (b) The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 5.29 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 6.22 hereof. . (c) Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivables. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreementsthereunder.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.20 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements exists or has occurred and is continuingthat would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto on the Information Certificate is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 1.30 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each the Borrower’s and Guarantor’s knowledge, the other parties thereto, is enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding Fiscal Year) exists or has occurred that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to Borrower. Borrower, and is continuing. The applicable Borrower and to the best of Borrower’s knowledge, the other parties thereto thereto, have complied in all material respects with all of the terms and conditions of the Credit Card Agreements (other than any Credit Card Agreement with a Credit Card Issuer or Credit Card Processor where the sales using the applicable card are less than seven (7%) percent of all such sales in the immediately preceding Fiscal Year) to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have Borrower has delivered, or caused to be delivered to AgentLender, true, correct and complete copies of all of the Credit Card Agreements. Each of the Credit Card Issuers and Credit Card Processors which are a party to a Credit Card Agreement with Borrower will be subject to a Credit Card Acknowledgment acceptable to Lender in accordance with the terms hereof.

Credit Card Agreements. Set forth in Schedule 8.16 SCHEDULE 3.12 hereto is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrowera Borrower or ONE, Guarantor or any of its Subsidiariesaffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their affiliates, (b) the percentage of each sale payable to the Credit Card Issuer or Credit Card Processor under the terms of the Credit Card Agreements, (c) all other fees and charges payable by such Borrower or ONE under or in connection with the Credit Card Agreements and (d) the term of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for each Borrower Borrowers and ONE to operate its business each of their businesses as presently conducted with respect to credit cards and debit cards and no Receivables of any a Borrower or ONE arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such a Borrower or ONE has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto SCHEDULE 3.12 or with whom such a Borrower or ONE has entered into a Credit Card Agreement in accordance with Section 9.18 hereofthis Section. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower that is party thereto or ONE and to the best of each Borrower’s and Guarantor’s Borrowers' knowledge, the other parties thereto, enforceable in accordance with their respective terms and is are in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower or ONE and the other parties thereto have complied and will comply with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower or ONE to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to AgentCoast, true, correct and complete copies of all of the Credit Card Agreements. Each Borrower or ONE shall: (a) observe and perform all material terms, covenants, conditions and provisions of the Credit Card Agreements to be observed and performed by it at the times set forth therein; (b) not do, permit, suffer or refrain from doing anything, as a result of which there could be a default under or breach of any of the terms of any of the Credit Card Agreements; (c) at all times maintain in full force and effect the Credit Card Agreements and not terminate, cancel, surrender, modify, amend, waive or release any of the Credit Card Agreements, or consent to or permit to occur any of the foregoing; except that a Borrower or ONE may terminate or cancel any of the Credit Card Agreements in the ordinary course of the business of such Borrower or ONE; PROVIDED, THAT, such Borrower or ONE shall give Coast not less than thirty (30) days prior written notice of its intention to so terminate or cancel any of the Credit Card Agreements; (d) not enter into any new Credit Card Agreements with any new Credit Card Issuer unless (i) Coast shall have received not less than thirty (30) days prior written notice of the intention of such Borrower or ONE to enter into such agreement (together with such other information with respect thereto as Coast may request) and (ii) Borrowers or ONE deliver, or cause to be delivered to Coast, a Credit Card Acknowledgment in favor of Coast; (e) give Coast immediate written notice of any Credit Card Agreement entered into by a Borrower or ONE after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Coast may request; and (f) furnish to Coast, promptly upon the request of Coast, such information and evidence as Coast may require from time to time concerning the observance, performance and compliance by a Borrower or ONE or the other party or parties thereto with the terms, covenants or provisions of the Credit Card Agreements.

Credit Card Agreements. Set forth in Schedule 8.16 hereto is a correct and complete list of all of the Credit Card Agreements and all other agreements, documents and instruments existing as of the Closing Date date hereof between or among any Borrower, Guarantor or any of its SubsidiariesAffiliates, the Credit Card Issuers and/or Issuers, the Credit Card ProcessorsProcessors and any of their Affiliates. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material an event of default under any of the Credit Card Agreements exists or has occurred and is continuingoccurred. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesthereunder. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Administrative Agent, true, correct and complete copies of all of the Credit Card AgreementsAgreements in effect as of the date hereof.

Credit Card Agreements. Set forth in Schedule 8.16 hereto to the Information Certificate is a correct and complete list of all of the Credit Card Agreements and related agreements existing as of the Closing Date between or among any Borrower, Guarantor or any of its SubsidiariesRestricted Subsidiaries on the one hand, and the Credit Card Issuers and/or and the Credit Card ProcessorsProcessors on the other hand. The Credit Card Agreements constitute all of such agreements necessary for each Borrower to operate its business as presently conducted with respect to credit cards and debit cards and no Receivables of any Borrower arise from purchases by customers of Inventory with credit cards or debit cards, other than those which are issued by Credit Card Issuers with whom such Borrower has entered into one of the Credit Card Agreements set forth on Schedule 8.16 hereto to the Information Certificate or with whom such Borrower has entered into a Credit Card Agreement in accordance with Section 9.18 9.20 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the Borrower that is party thereto and to the best of each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and is in full force and effect. Except as could not reasonably be expected to (a) have a Material Adverse Effect or (b) result in the cessation of the transfer of payments under any Credit Card Agreement to Blocked Accounts as required under this Agreement, no No material default or material event of default, or act, condition or event which after notice or passage of time or both, would constitute a material default or a material event of default under any of the Credit Card Agreements has occurred and is continuingexists that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to a Borrower. The applicable Each Borrower and the other parties thereto have complied in all material respects with all of the terms and conditions of the Credit Card Agreements to the extent necessary for such Borrower to be entitled to receive all payments thereunder which constitute proceeds of Eligible Credit Card Receivablesin accordance with the terms thereof. As of the Closing Date, Borrowers have delivered, or caused to be delivered to Agent, true, correct and complete copies of all of the Credit Card Agreements.