Common use of Consumer Loans Clause in Contracts

Consumer Loans. All Consumer Loans made in the Business have been made in compliance and accordance with all Applicable Laws. All Consumer Loan Documents represent bona fide assets of Seller and bona fide transactions between Seller and the respective parties to such transactions. Seller’s books and records that are being delivered to Purchaser contain an accurate record of the Consumer Loans and the Consumer Loan Documents, including, without limitation, for each loan written, all material loan application data and back-up documentation, all material underwriting criteria and documentation, all notices of adverse action, all promissory notes and loan documents, all pawn tickets, all buy-sell and/or repurchase agreements, the items securing or evidencing any security for such loans, if applicable, the amount loaned, the lawful interest charge and other lawful charges, if any, to accrue thereon, renewals thereof, all layaway contracts, and with respect to buy-sell or repurchase agreements — the purchase price, the repurchase price, and other lawful charges, if any, and with respect to pawn loans and buy-sell and/or repurchase agreements — an accurate description, in all material respects, of the pledged goods or the goods subject to buy-sell or repurchase agreements. All interest, fees and charges on each Consumer Loan and layaway contract included in the Consumer Loans do not exceed the maximum rate of interest, charges and fees allowed by Applicable Laws. In addition to, and without limiting the foregoing, the Consumer Loan Documents are complete in every material respect and comply with all Applicable Laws. Attached to Schedule 2.5(a) is a true, complete and correct copy of Seller’s standard agreements and standard required underwriting information for the creation of Consumer Loans. Except as set forth on Schedule 2.5(b), each Consumer Loan has been created using such standard forms of agreement and such standard underwriting information without material modification or substitution (except as may be consistent with Seller’s ordinary course of business — provided that any such consistent material modification or substitution is described in detail on Schedule 2.5(b)). With respect to pawn loans, all pawn tickets accurately reflect, in all material respects, that all outstanding pawn loans bear no more than the maximum lawful finance charge and other lawful charges, if any, applicable to the transaction and merchandise pawned and all buy-sell or repurchase agreements accurately reflect, in all material respects, that the repurchase price represents no more than the maximum lawful repurchase price and all other charges allowed by law, if any, in connection with each buy-sell transaction. All pawned merchandise reflected by Seller’s books and records is collateralized as required by law and is collateralized so that Seller has a lawful and valid security interest and first lien on such pawned merchandise. All merchandise which is subject to the terms and conditions of buy-sell or repurchase agreements is owned by Seller and Seller has good and indefeasible title to all such merchandise, subject only to the terms of the applicable buy-sell or repurchase agreements. All pawned merchandise and all merchandise subject to buy-sell or repurchase agreements, layaway contracts or statutory hold-periods is physically present on the premises of the Business, and all such merchandise is available for redemption, repurchase or sale, as the case may be. The Consumer Loan Documents represent or will represent valid and enforceable obligations arising from transactions actually made or performed by Seller in the ordinary course of its business; provided, however, the number of Consumer Loans will fluctuate between the Execution Date and the Closing Date in Seller’s normal course of business. As used herein, the term “Customer Receivables” means all customer receivables, including, without limitation, all Consumer Loans included in the Assets, together with all other accounts receivable of Seller. A summary description of all Customer Receivables is set forth on Schedule 2.5(c). Except to the extent paid prior to the Closing Date, such Customer Receivables are or will be valid and binding obligations of the parties thereto enforceable against them in accordance with the terms of such agreements. Except as set forth on Schedule 2.5(c), there is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of Seller, relating to the amount or validity of the Customer Receivables, and Seller has not waived any material terms of any Customer Receivable (except as may be consistent with Seller’s ordinary course of business — provided that any such consistent waiver of material terms is described in detail on Schedule 2.5(b)). Schedule 1.0(c) lists the aggregate active Consumer Loan balances by loan category on a store-by-store basis outstanding as of June 30, 2010.

Consumer Loans. All Consumer Loans made loan transactions conducted in the Business have been made in compliance and accordance with all Applicable Laws. sections 1315.35 to 1315.44 of the Ohio Revised Code or in accordance with sections 368.010 to 368.120 of the Kentucky Revised Statutes, as the case may be, and are for convenience hereafter referred to as "Consumer Loans." All Consumer Loans, Consumer Loan accounts, loan documents, loan applications, loan files, customer checks, promissory notes and other evidences of indebtedness reflected by Seller's books and records as owed to and owned by Seller which are being transferred and sold to Purchaser (collectively, the "Consumer Loans, Documents and Files"), represent bona fide assets of Seller and bona fide transactions between Seller and the respective parties to such transactions. Seller’s 's books and records that are being delivered to Purchaser contain an accurate record of the Consumer Loans Loans, Documents and the Consumer Loan DocumentsFiles, including, without limitation, for each loan written, all material loan application data and back-up documentation, all material underwriting criteria and documentation, all notices of adverse action, all promissory notes and loan documents, all pawn tickets, all buy-sell and/or repurchase agreements, the underlying check or other items securing or evidencing any security for such loans, if applicable, the amount loaned, and the lawful interest charge and other lawful charges, if any, to accrue thereon, renewals thereof, all layaway contracts, and with respect to buy-sell or repurchase agreements — the purchase price, the repurchase price, and other lawful charges, if any, and with respect to pawn loans and buy-sell and/or repurchase agreements — an accurate description, in all material respects, of the pledged goods or the goods subject to buy-sell or repurchase agreements. All interest, fees and charges on each Consumer Loan and layaway contract included in the Consumer Loans Loans, Documents and Files do not exceed the maximum rate of interest, charges and fees allowed by Applicable LawsLaws (as defined below). In addition to, and without limiting the foregoing, the Consumer Loan Loans, Documents and Files are complete in every material respect and comply with all Applicable LawsLaws except for noncompliance, which would not have a Material Adverse Effect. Attached to Schedule 2.5(a) is a true, complete and correct copy of Seller’s 's standard agreements and standard required underwriting information for the creation of Consumer Loans, Documents and Files. Except as set forth on Schedule 2.5(b), each Consumer Loan Loan, Document and File has been created using such standard forms of agreement and such standard underwriting information without material modification or substitution (except as may be consistent with Seller’s 's ordinary course of business — - provided that any such consistent material modification or substitution is described in detail on Schedule 2.5(b)). With respect to pawn loans, all pawn tickets accurately reflect, in all material respects, that all outstanding pawn loans bear no more than the maximum lawful finance charge and other lawful charges, if any, applicable to the transaction and merchandise pawned and all buy-sell or repurchase agreements accurately reflect, in all material respects, that the repurchase price represents no more than the maximum lawful repurchase price and all other charges allowed by law, if any, in connection with each buy-sell transaction. All pawned merchandise reflected by Seller’s books and records is collateralized as required by law and is collateralized so that Seller has a lawful and valid security interest and first lien on such pawned merchandise. All merchandise which is subject to the terms and conditions of buy-sell or repurchase agreements is owned by Seller and Seller has good and indefeasible title to all such merchandise, subject only to the terms of the applicable buy-sell or repurchase agreements. All pawned merchandise and all merchandise subject to buy-sell or repurchase agreements, layaway contracts or statutory hold-periods is physically present on the premises of the Business, and all such merchandise is available for redemption, repurchase or sale, as the case may be. The Consumer Loan Loans, Documents and Files represent or will represent valid and enforceable obligations arising from transactions actually made or performed by Seller in the ordinary course of its business; provided, however, the number of Consumer Loans Loans, Documents and Files will fluctuate between the Execution Date date hereof and the Closing Date (as defined below) in Seller’s 's normal course of business, and such fluctuation will be consistent with the Business Plan (as defined below). As used herein, the term “"Customer Receivables” " means all customer receivables, including, without limitation, all Consumer Loans included in the Assets, together with all other accounts receivable of Seller. A summary description of all Customer Receivables is set forth on Schedule 2.5(c). Except to the extent paid prior to the Closing Date, such Customer Receivables are or will be valid and binding obligations of the parties thereto enforceable against them in accordance with the terms of such agreements; provided, however, at the Closing Date, some Consumer Loans will be past due (but the proportion of the Consumer Loans that are past due as of the Closing Date will be consistent with Seller's normal course of business and will be consistent with the Business Plan). Except as set forth on Schedule 2.5(c), there is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of Seller, relating to the amount or validity of the Customer Receivables, and Seller has not waived any material terms of any Customer Receivable (except as may be consistent with Seller’s 's ordinary course of business — - provided that any such consistent waiver of material terms is described in detail on Schedule 2.5(b)). Schedule 1.0(c1.0(b) lists the aggregate active Consumer Loan balances by loan category on a store-by-store by store basis outstanding as of June 30May 31, 20102003.

Consumer Loans. All Consumer Loans made in the Business have been made in compliance and accordance with all Applicable Laws, except where Seller has no Actual Knowledge of the failure to do so and such unknown failure would not, either individually or in the aggregate, have a Material Adverse Effect. All Consumer Loan Documents represent bona fide assets of Seller and bona fide transactions between Seller and the respective parties to such transactions. Seller’s 's books and records that are being delivered to Purchaser contain an accurate record record, in all material respects, of the Consumer Loans and the Consumer Loan Documents, including, without limitation, for each loan written, all material loan application data and back-up documentation, all material underwriting criteria and documentation, all notices of adverse action, all promissory notes and loan documents, all pawn tickets, all buy-sell and/or repurchase agreements, documentary evidence of compliance with all Applicable Laws, the underlying check or other items securing or evidencing any security for such loans, if applicable, the amount loaned, the lawful interest charge and other lawful charges, if any, to accrue thereon, renewals thereof, all layaway contracts, and with respect to buy-sell or repurchase agreements — - the purchase price, the repurchase price, and other lawful charges, if any, and with respect to pawn loans and buy-sell and/or repurchase agreements — - an accurate description, in all material respects, of the pledged goods or the goods subject to buy-sell or repurchase agreements. All interest, fees and charges on each Consumer Loan and layaway contract included in the Consumer Loans do not exceed the maximum rate of interest, charges and fees allowed by Applicable Laws. In addition to, and without limiting the foregoing, the Consumer Loan Documents are complete in every material respect and comply in all material respects with all Applicable Laws. Attached to Schedule 2.5(a) is a true, complete and correct copy of Seller’s 's standard agreements and standard required underwriting information for the creation of Consumer Loans. Except as set forth on Schedule 2.5(b), each Consumer Loan has been created using such standard forms of agreement and such standard underwriting information without material modification or substitution (except as may be consistent with Seller’s 's ordinary course of business — - provided that any such consistent material modification or substitution is described in detail on Schedule 2.5(b)). ) except where Seller has no Actual Knowledge of the failure to use such standard forms without material modification and such unknown failure would not, either individually or in the aggregate, have a Material Adverse Effect; provided, however, in no event does the aggregate value of the principal amount of all Consumer Loans created on forms other than on such standard forms exceed a total value of $10,000 in the aggregate for all Shops (the parties hereto agree that all Consumer Loans that are not on such standard forms shall be treated as Missing Loans if any Losses are suffered as a result of such Consumer Loans not being made on such standard forms.) With respect to pawn loans, all pawn tickets accurately reflect, in all material respects, that all outstanding pawn loans bear no more than the maximum lawful finance charge and other lawful charges, if any, applicable to the transaction and merchandise pawned and all buy-sell or repurchase agreements accurately reflect, in all material respects, that the repurchase price represents no more than the maximum lawful repurchase price and all other charges allowed by law, if any, in connection with each buy-sell transaction. All pawned merchandise reflected by Seller’s 's books and records is collateralized as required by law and is collateralized so that Seller has a lawful and valid security interest and first lien on such pawned merchandise. , except where Seller has no Actual Knowledge of the failure to do so and such unknown failure would not, either individually or in the aggregate, have a Material Adverse Effect; provided, however, in no event does the aggregate value of all pawned merchandise which is not 5 <PAGE> collateralized as required by law and/or for which Seller has no valid security interest and/or a valid first lien on such pawned merchandise exceed a total value of $10,000 in the aggregate for all Shops (the parties hereto agree that all pawned merchandise that is not collateralized in the manner described in this sentence shall be treated as Missing Loans.) All merchandise which is subject to the terms and conditions of buy-sell or repurchase agreements is owned by Seller and Seller has good and indefeasible title to all such merchandise, subject only to the terms of the applicable buy-sell or repurchase agreements. All pawned merchandise and all merchandise subject to buy-sell or repurchase agreements, layaway contracts or statutory hold-periods is physically present on the premises of the Business, and all such merchandise is available for redemption, repurchase or sale, as the case may be. The Consumer Loan Documents represent or will represent valid and enforceable obligations arising from transactions actually made or performed by Seller in the ordinary course of its business; provided, however, the number of Consumer Loans will fluctuate between the Execution Date and the Closing Date in Seller’s 's normal course of business. As used herein, the term “"Customer Receivables” " means all customer receivables, including, without limitation, all Consumer Loans included in the Assets, together with all other accounts receivable of Seller. A summary description of all Customer Receivables Receivables, summarized on a Shop-by-Shop basis as of July 31, 2004, is set forth on Schedule 2.5(c). ) (and such Schedule 2.5(c) shall be updated through the Closing Date in the Supplemental Disclosure Agreement in the manner set forth in Section 5.4 below.) Except to the extent paid prior to the Closing Date, such Customer Receivables are or will be valid and binding obligations of the parties thereto enforceable against them in accordance with the terms of such agreements; provided, however, at the Closing Date, some deferred deposit (payday) loans will be past due (but the proportion of the deferred deposit (payday) loans that are past due as of the Closing Date will be consistent with Seller's normal course of business). Except as set forth on Schedule 2.5(c), there is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of Seller, relating to the amount or validity of the Customer Receivables, and Seller has not waived any material terms of any Customer Receivable (except as may be consistent with Seller’s 's ordinary course of business — - provided that any such consistent waiver of material terms is described in detail on Schedule 2.5(b)). Schedule 1.0(c) lists the aggregate active Consumer Loan balances by loan category (pawn loans secured by collateral other than certificates of title or titled goods and vehicles, pawn loans secured by certificates of title or titled goods and vehicles, deferred deposit (payday) loans, title loans and other), with each such loan category further broken down as current loans or delinquent loans and delinquent loans carried in inventory, on a storeShop-by-store Shop basis outstanding as of June 30July 31, 20102004 (and such Schedule 1.0(c) shall be updated through the Closing Date in the Supplemental Disclosure Agreement in the manner set forth in Section 5.4 below.) Section 2.6

Consumer Loans. All Consumer Loans made in the Business thx Xxsiness have been made in compliance and accordance with all Applicable Laws, except where Seller has no Actual Knowledge of the failure to do so and such unknown failure would not, either individually or in the aggregate, have a Material Adverse Effect. All Consumer Loan Documents represent bona fide assets of Seller and bona fide transactions between Seller and the respective parties to such transactions. Seller’s 's books and records that are being delivered to Purchaser contain an accurate record record, in all material respects, of the Consumer Loans and the Consumer Loan Documents, including, without limitation, for each loan written, all material loan application data and back-up documentation, all material underwriting criteria and documentation, all notices of adverse action, all promissory notes and loan documents, all pawn tickets, all buy-sell and/or repurchase agreements, documentary evidence of compliance with all Applicable Laws, the underlying check or other items securing or evidencing any security for such loans, if applicable, the amount loaned, the lawful interest charge and other lawful charges, if any, to accrue thereon, renewals thereof, all layaway contracts, and with respect to buy-sell or repurchase agreements — - the purchase price, the repurchase price, and other lawful charges, if any, and with respect to pawn loans and buy-sell and/or repurchase agreements — - an accurate description, in all material respects, of the pledged goods or the goods subject to buy-sell or repurchase agreements. All interest, fees and charges on each Consumer Loan and layaway contract included in the Consumer Loans do not exceed the maximum rate of interest, charges and fees allowed by Applicable Laws. In addition to, and without limiting the foregoing, the Consumer Loan Documents are complete in every material respect and comply in all material respects with all Applicable Laws. Attached to Schedule 2.5(a) is a true, complete and correct copy of Seller’s 's standard agreements and standard required underwriting information for the creation of Consumer Loans. Except as set forth on Schedule 2.5(b), each Consumer Loan has been created using such standard forms of agreement and such standard underwriting information without material modification or substitution (except as may be consistent with Seller’s 's ordinary course of business — - provided that any such consistent material modification or substitution is described in detail on Schedule 2.5(b)). ) except where Seller has no Actual Knowledge of the failure to use such standard forms without material modification and such unknown failure would not, either individually or in the aggregate, have a Material Adverse Effect; provided, however, in no event does the aggregate value of the principal amount of all Consumer Loans created on forms other than on such standard forms exceed a total value of $10,000 in the aggregate for all Shops (the parties hereto agree that all Consumer Loans that are not on such standard forms shall be treated as Missing Loans if any Losses are suffered as a result of such Consumer Loans not being made on such standard forms.) With respect to pawn loans, all pawn tickets accurately reflect, in all material respects, that all outstanding pawn loans bear no more than the maximum lawful finance charge and other lawful charges, if any, applicable to the transaction and merchandise pawned and all buy-sell or repurchase agreements accurately reflect, in all material respects, that the repurchase price represents no more than the maximum lawful repurchase price and all other charges allowed by law, if any, in connection with each buy-sell transaction. All pawned merchandise reflected by Seller’s 's books and records is collateralized as required by law and is collateralized so that Seller has a lawful and valid security interest and first lien on such pawned merchandise. All merchandise which is subject to the terms and conditions of buy-sell or repurchase agreements is owned by Seller and , except where Seller has good and indefeasible title to all such merchandise, subject only to the terms no Actual Knowledge of the applicable buy-sell failure to do so and such unknown failure would not, either individually or repurchase agreements. All pawned merchandise and all merchandise subject to buy-sell or repurchase agreements, layaway contracts or statutory hold-periods is physically present on the premises of the Business, and all such merchandise is available for redemption, repurchase or sale, as the case may be. The Consumer Loan Documents represent or will represent valid and enforceable obligations arising from transactions actually made or performed by Seller in the ordinary course of its businessaggregate, have a Material Adverse Effect; provided, however, in no event does the number of Consumer Loans will fluctuate between the Execution Date and the Closing Date in Seller’s normal course of business. As used herein, the term “Customer Receivables” means all customer receivables, including, without limitation, all Consumer Loans included in the Assets, together with all other accounts receivable of Seller. A summary description aggregate value of all Customer Receivables pawned merchandise which is set forth on Schedule 2.5(c). Except to the extent paid prior to the Closing Date, such Customer Receivables are or will be valid and binding obligations of the parties thereto enforceable against them in accordance with the terms of such agreements. Except as set forth on Schedule 2.5(c), there is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business of Seller, relating to the amount or validity of the Customer Receivables, and Seller has not waived any material terms of any Customer Receivable (except as may be consistent with Seller’s ordinary course of business — provided that any such consistent waiver of material terms is described in detail on Schedule 2.5(b)). Schedule 1.0(c) lists the aggregate active Consumer Loan balances by loan category on a store-by-store basis outstanding as of June 30, 2010.not