Common use of Credit Card Agreements Clause in Contracts

Credit Card Agreements. Set forth in 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 date hereof between or among a Borrower or ONE, any of its affiliates, the Credit Card Issuers, the Credit Card Processors 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 Borrowers and ONE to operate each of their businesses as presently conducted with respect to credit cards and debit cards and no Receivables of 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 a Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this Section. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE and to the best of Borrowers' knowledge, the other parties thereto, enforceable in accordance with their respective terms and are in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurred. 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. Borrowers have delivered, or caused to be delivered to Coast, 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 3.12 Schedule 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 date hereof between or among a Borrower or ONEBorrowers, any of its their affiliates, the Credit Card Issuers, the Credit Card Processors 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 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 Borrowers and ONE to operate each of their businesses business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of a Borrower or ONE 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 a Borrower or ONE has Borrowers have entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 Schedule 8.9 hereto or with whom a Borrower or ONE Borrowers has entered into a Credit Card Agreement in accordance with this SectionSection 9.13 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE Borrowers and to the best of Borrowers' knowledge, the other parties thereto, enforceable in accordance with their respective terms and are in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurred. Each Borrower or ONE Borrowers 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 Borrowers to be entitled to receive all payments thereunder. Borrowers have delivered, or caused to be delivered to CoastLender, 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 3.12 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 date hereof between or among a Borrower or ONEBorrower, any of its affiliatesAffiliates, the Credit Card Issuers, the Credit Card Processors and any of their affiliatesAffiliates, (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 a 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 Borrowers and ONE each Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of a any 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 a Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 8.18 hereto or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSECTION 9.21 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective a Borrower or ONE and to the best of Borrowers' each Borrower's knowledge, the other parties thereto, enforceable in accordance with their respective terms and are in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurred. Each Borrower or ONE Borrowers 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 any Borrower or ONE to be entitled to receive all payments thereunder. Borrowers have Each Borrower has delivered, or caused to be delivered to CoastAgent, 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 3.12 hereto Schedule 8.16 to the Information Certificate is a correct and complete list of (a) all of the Credit Card Agreements and all other agreements, documents and instruments related agreements existing as of the date hereof Closing Date between or among a Borrower any Borrower, Guarantor or ONERestricted Subsidiaries on the one hand, any of its affiliates, and the Credit Card Issuers, Issuers and the Credit Card Processors and any of their affiliates, (b) on 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 Agreementshand. The Credit Card Agreements constitute all of such agreements necessary for Borrowers and ONE each Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables of a any 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 a such Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 Schedule 8.16 to the Information Certificate or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSection 9.20 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE that is party thereto and to the best of Borrowers' each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and are is in full force and effect. 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 an a material event of default under any of the Credit Card Agreements exists that would entitle the other party thereto to suspend, withhold or has occurredreduce amounts that would otherwise be payable to a Borrower. Each Borrower or ONE and the other parties thereto have complied and will comply in all material respects 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 thereunderthereunder in accordance with the terms thereof. Borrowers have delivered, or caused to be delivered to CoastAgent, 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 3.12 Schedule 8.15 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 date hereof between or among a Borrower or ONE, any of its affiliatesBorrowers, the Credit Card IssuersIssuer, the Credit Card Processors 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 Borrowers under or in connection with the Credit Card Agreements and (d) the term terms of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for Borrowers and ONE to operate each of their businesses business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of a Borrower or ONE 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 a Borrower or ONE has Borrowers have entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSchedule 8.15 hereto. Each of the Credit Card Agreements constitutes constitute the legal, valid and binding obligations of the respective Borrower or ONE party thereto, and to the best of Borrowers' knowledge, the other parties thereto, are enforceable in accordance with their respective terms and are in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurredexists. Each Borrower or ONE and the other parties thereto Borrowers 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 Borrowers to be entitled to receive all payments thereunder. Borrowers have delivered, or caused to be delivered to CoastLender, 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 AgreementsAgreement.

Credit Card Agreements. Set forth in SCHEDULE 3.12 Schedule 8.16 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 date hereof of Amendment No. 4 between or among a Borrower or ONEany Borrower, any of its affiliatesAffiliates, the Credit Card Issuers, the Credit Card Processors 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 AgreementsAffiliates. The Credit Card Agreements constitute all of such agreements necessary for Borrowers and ONE each Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables of a any 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 a such Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 Schedule 8.16 hereto or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSection 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE that is party thereto and to the best of Borrowers' each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and are is in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurred. Each Borrower or ONE and the other parties thereto have complied and will comply in all material respects 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. Borrowers have delivered, or caused to be delivered to CoastAdministrative Agent, 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 Agreements in effect as 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 date 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 AgreementsAmendment No. 4.

Credit Card Agreements. Set forth in SCHEDULE 3.12 on Schedule 4.28 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 date hereof between or among a Borrower Company or ONE, any of its affiliatesAffiliates, on the one hand, and the Credit Card Issuers, the Credit Card Processors and any of their affiliatesrespective Affiliates, (b) on 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 Agreementshand. The Credit Card Agreements constitute all of such agreements necessary for Borrowers Company and ONE each of its Subsidiaries to operate each of their businesses its business as presently conducted with respect to credit cards and debit (including prepaid debit) cards and no Receivables (as defined in the Pledge and Security Agreement (Term Loan)) of a Borrower Company or ONE any of its Subsidiaries arise from purchases by customers of Inventory (as defined in the Pledge and Security Agreement (Term Loan)) with credit cards or debit (including prepaid debit) cards, other than those which are issued by Credit Card Issuers with whom a Borrower Company or ONE its Subsidiary has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionAgreements. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE Company and each of its Subsidiaries that is a party thereto and, to the best knowledge of Borrowers' knowledgeCompany and such Subsidiaries, the other parties thereto, and is enforceable in accordance with their respective its terms and are is in full force and effect. No material default or material event of default, or act, condition or event which after with the giving of notice or the passage of time or both, would constitute a material default or an 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 cards are less than ten percent (10%) of all such sales in the immediately preceding Fiscal Year) exists or has occurredoccurred that would entitle the other party thereto to suspend, withhold or reduce amounts that would otherwise be payable to Company or any of its Subsidiaries or to increase the amount of any required reserve or deposit account or increase the fees charged thereunder. Each Borrower or ONE of Company and the other parties thereto have its Subsidiaries has complied and will comply 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 cards are less than then ten percent (10%) of all such sales in the immediately preceding Fiscal Year) to which it is a party to the extent necessary for Company or such Borrower or ONE Subsidiary, as applicable, to be entitled to receive all payments thereunder. Borrowers The Credit Parties have delivered, or caused to be delivered to Coastdelivered, 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 AgreementsAdministrative Agent.

Credit Card Agreements. Set forth in on SCHEDULE 3.12 hereto 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 date hereof between or among a Borrower or ONEBorrower, any of its affiliatesAffiliates, the Credit Card Issuers, the Credit Card Processors and any of their affiliatesAffiliates, (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 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 the material agreements necessary for Borrowers and ONE Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of 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 a Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 6.28 or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSECTION 7.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE and to the best of Borrowers' Borrower'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. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card card Agreements exists or has occurred. Each Borrower or ONE and the other parties thereto have complied and will comply in all material respects, 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. Borrowers have Borrower has delivered, or caused to be delivered to CoastAgent, 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 3.12 Schedule 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 date hereof between or among a Borrower or ONEany Borrower, any of its affiliatesAffiliates, the Credit Card Issuers, the Credit Card Processors and any of their affiliatesAffiliates, (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 any 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 Borrowers and ONE each Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables of a any 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 a such Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 Schedule 8.18 hereto or with whom a such Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSection 8.18 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE that is party thereto and to the best of Borrowers' each Borrower's and Obligor's knowledge, the other parties thereto, enforceable in accordance with their respective terms and are is in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurredoccurred and is continuing which would have the reasonable likelihood of having a Material Adverse Effect. 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. Borrowers have delivered, or caused to be delivered to Coast, 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 3.12 Schedule 8.16 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 date hereof of Amendment No. 4 between or among a Borrower or ONEany Borrower, any of its affiliatesAffiliates, the Credit Card Issuers, the Credit Card Processors 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 AgreementsAffiliates. The Credit Card Agreements constitute all of such agreements necessary for Borrowers and ONE each Borrower to operate each of their businesses its business as presently conducted with respect to credit cards and debit cards and no Receivables of a any 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 a such Borrower or ONE has entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 Schedule 8.16 hereto or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSection 9.15 hereof. Each of the Credit Card Agreements constitutes the legal, valid and binding obligations of the respective Borrower or ONE that is party thereto and to the best of Borrowers' each Borrower’s and Guarantor’s knowledge, the other parties thereto, enforceable in accordance with their respective terms and are is in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of 6991691.13 132 the Credit Card Agreements exists or has occurred. Each Borrower or ONE and the other parties thereto have complied and will comply in all material respects 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. Borrowers have delivered, or caused to be delivered to CoastAdministrative Agent, 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 Agreements in effect as 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 date 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 AgreementsAmendment No. 4.

Credit Card Agreements. Set forth in SCHEDULE 3.12 Schedule 8.15 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 date hereof between or among a Borrower or ONE, any of its affiliatesBorrowers, the Credit Card IssuersIssuer, the Credit Card Processors 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, (cAgreements,(c) all other fees and charges payable by such Borrower or ONE Borrowers under or in connection with the Credit Card Agreements and (d) the term terms of such Credit Card Agreements. The Credit Card Agreements constitute all of such agreements necessary for Borrowers and ONE to operate each of their businesses business as presently conducted with respect to credit cards and debit cards and no Receivables Accounts of a Borrower or ONE 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 a Borrower or ONE has Borrowers have entered into one of the Credit Card Agreements set forth on SCHEDULE 3.12 or with whom a Borrower or ONE has entered into a Credit Card Agreement in accordance with this SectionSchedule 8.15 hereto. Each of the Credit Card Agreements constitutes constitute the legal, valid and binding obligations of the respective Borrower or ONE party thereto, and to the best of Borrowers' knowledge, the other parties thereto, are enforceable in accordance with their respective terms and are in full force and effect. No default or event of default, or act, condition or event which after notice or passage of time or both, would constitute a default or an event of default under any of the Credit Card Agreements exists or has occurredexists. Each Borrower or ONE and the other parties thereto Borrowers 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 Borrowers to be entitled to receive all payments thereunder. Borrowers have delivered, or caused to be delivered to CoastLender, 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 AgreementsAgreement.