Common use of Credit Card Processing Agreements Clause in Contracts

Credit Card Processing Agreements. Within 90 days after the Issue Date, the Obligors shall deliver to the Senior Lien Collateral Agent and the Collateral Agent letter agreements acknowledging the Collateral Agent’s Lien, and agreeing that, upon the occurrence and during the continuance of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty, duly executed by the counterparties to credit card processing agreements to which the Issuers or any Guarantor is a party that account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors in the aggregate, together with a certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors; provided, however, if a counterparty refuses to execute such letter agreement and it is necessary to satisfy the 80% threshold, the Issuers or the applicable Guarantor shall terminate the applicable processing agreement and if the Issuers or such Guarantor enter into a new processing agreement, they shall deliver a letter agreement acknowledging the Senior Lien Collateral Agent’s Lien and the Collateral Agent’s Lien and agreeing that, upon the occurrence and continuance of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty in form and substance satisfactory to the Required Holders, if occurring after Payment in Full of the Senior Obligations, duly executed by such counterparty within 90 days after the execution of such processing agreement. If revenue generated from the credit card processing agreements referenced in the officer certificate at any time (measured at the end of each calendar month) accounts for less than 80% of the credit card processing revenue of the Issuers or any of their Subsidiaries, the Issuers shall within 90 days of such date, deliver additional credit card processing agreements, in form and substance satisfactory to the Required Holders, to account for at least 80% of credit card processing revenue, together with a new certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors. Forms of such letter agreements previously delivered in connection with the Prior Securities Purchase Agreement shall be deemed to be in form and substance satisfactory to the Required Holders.

Credit Card Processing Agreements. Within 90 days after the Issue Date, the Obligors shall deliver to the Senior Lien Collateral Agent and the Collateral Agent letter agreements acknowledging the Senior Lien Collateral Agent’s Lien, Lien and agreeing that, upon the occurrence and during the continuance continuation of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty, in form and substance satisfactory to the Required Holders, duly executed by the counterparties to credit card processing agreements to which the Issuers or any Guarantor is a party that account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors in the aggregate, together with a certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors; provided, however, if a counterparty refuses to execute such letter agreement and it is necessary to satisfy the 80% threshold, the Issuers or the applicable Guarantor shall terminate the applicable processing agreement and if the Issuers or such Guarantor enter into a new processing agreement, they shall deliver a letter agreement acknowledging the Senior Lien Collateral Agent’s Lien and the Collateral Agent’s Lien and agreeing that, upon the occurrence and continuance during the continuation of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty counterparty, in form and substance satisfactory to the Required Holders, if occurring after Payment in Full of the Senior Obligations, duly executed by such counterparty within 90 days after the execution of such processing agreement. If revenue generated from the credit card processing agreements referenced in the officer certificate at any time (measured at the end of each calendar month) accounts for less than 80% of the credit card processing revenue of the Issuers or any of their Subsidiaries, the Issuers shall within 90 days of such date, deliver additional credit card processing agreements, in form and substance satisfactory to the Required Holders, to account for at least 80% of credit card processing revenue, together with a new certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors. Forms of such letter agreements previously delivered in connection with the Prior Securities Purchase Agreement shall be deemed to be in form and substance satisfactory to the Required Holders.

Credit Card Processing Agreements. Within 90 days after the Issue Date, the Obligors shall deliver to the Senior Lien Collateral Agent and the Collateral Agent letter agreements acknowledging the Collateral Agent’s Lien, Lien and the Collateral Agent Lien and agreeing that, upon the occurrence and during the continuance of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty, duly executed by the counterparties to credit card processing agreements to which the Issuers or any Guarantor is a party that account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors in the aggregate, together with a certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors; provided, however, if a counterparty refuses to execute such letter agreement and it is necessary to satisfy the 80% threshold, the Issuers or the applicable Guarantor shall terminate the applicable processing agreement and if the Issuers or such Guarantor enter into a new processing agreement, they shall deliver a letter agreement acknowledging the Senior Lien Collateral Agent’s Lien and the Collateral Agent’s Lien and agreeing that, upon the occurrence and continuance during the continuation of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty counterparty, in form and substance satisfactory to the Required Holders, if occurring after Payment in Full of the Senior Lien Obligations, duly executed by such counterparty within 90 days after the execution of such processing agreement. If revenue generated from the credit card processing agreements referenced in the officer certificate at any time (measured at the end of each calendar month) accounts for less than 80% of the credit card processing revenue of the Issuers or any of their Subsidiaries, the Issuers shall within 90 days of such date, deliver additional credit card processing agreements, in form and substance satisfactory to the Required Holders, to account for at least 80% of credit card processing revenue, together with a new certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors. Forms of such letter agreements previously delivered in connection with the Prior Securities Purchase Agreement shall be deemed to be in form and substance satisfactory to the Required Holders.

Credit Card Processing Agreements. Within 90 days after the Issue Date, the Obligors shall deliver to the Senior Lien Collateral Agent and the Collateral Agent letter agreements acknowledging the Collateral Agent’s Lien, Lien and agreeing that, upon the occurrence and during the continuance continuation of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty, in form and substance satisfactory to the Required Holders, duly executed by the counterparties to credit card processing agreements to which the Issuers or any Guarantor is a party that account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors in the aggregate, together with a certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors; provided, however, if a counterparty refuses to execute such letter agreement and it is necessary to satisfy the 80% threshold, the Issuers or the applicable Guarantor shall terminate the applicable processing agreement and if the Issuers or such Guarantor enter into a new processing agreement, they shall deliver a letter agreement acknowledging the Senior Lien Collateral Agent’s Lien and the Collateral Agent’s Lien and agreeing that, upon the occurrence and continuance during the continuation of an Event of Default, credit card proceeds shall be wired to an account designated by the Senior Lien Collateral Agent so long as the Senior Lien Obligations are not Paid in Full and by the Collateral Agent thereafter upon notice to the counterparty counterparty, in form and substance satisfactory to the Required Holders, if occurring after Payment in Full of the Senior Obligations, duly executed by such counterparty within 90 days after the execution of such processing agreement. If revenue generated from the credit card processing agreements referenced in the officer certificate at any time (measured at the end of each calendar month) accounts for less than 80% of the credit card processing revenue of the Issuers or any of their Subsidiaries, the Issuers shall within 90 days of such date, deliver additional credit card processing agreements, in form and substance satisfactory to the Required Holders, to account for at least 80% of credit card processing revenue, together with a new certificate signed by an Authorized Officer of each Issuer and the Guarantors certifying that the schedule of credit processing agreements attached to such certificate account for at least 80% of the credit card processing revenue of the Issuers and the Guarantors. Forms of such letter Letter agreements previously delivered in connection with the Prior Securities Purchase Agreement Indenture shall be deemed to be in form and substance satisfactory to the Required Holders.