Common use of HSBC Clause in Contracts

HSBC. As promptly as practicable after the date hereof (but effective at the Effective Time), Buyer or its designee shall, with respect to stores operated by the Companies, either (a) enter into a program agreement with HSBC Bank Nevada, National Association (successor in interest to Household Bank (SB), N.A.) (“HSBC”) that is acknowledged by HSBC to satisfy the requirements set forth in Section 9.05(f) of the Program Agreement dated as of April 15, 2003 and as amended as of April 15, 2003 and June 15, 2004 by and among Seller, ▇▇▇▇▇▇▇ Office Properties, Inc. (successor in interest to ▇▇▇▇▇’▇, Inc.) and HSBC (the “Program Agreement”) (which acknowledgment is in a form reasonably satisfactory to Seller) or (b) (i) purchase the “Accounts” and “Account Receivables” (as each such term is defined in the Program Agreement) associated with such stores from HSBC for the price set forth in Section 9.05(b) of the Program Agreement and (ii) pay over to Seller on the effective date of such purchase cash in the amount equal to the difference between (x) the amount paid to HSBC in connection with such purchase and (y) the amount equal to the price set forth in clauses (i) and (ii) of the second sentence of Section 9.06 of the Program Agreement multiplied by a fraction, the numerator of which shall be the sum of the Account Receivables associated with the stores of the Business (as of the date of purchase) and the denominator of which shall be the sum of the Account Receivables associated with all stores (including the stores of the Business) covered by the Program Agreement (as of the date of purchase). Buyer agrees to obtain all necessary consents and approvals from all Governmental Bodies and to make all necessary registrations and filings in order to effect this Section 6.9. At Buyer’s request, Seller agrees to use commercially reasonable efforts to cooperate with Buyer in complying with this Section 6.9; provided, however, that Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party with respect to this Section 6.9.

HSBC. As promptly as practicable after the date hereof (but effective at the Effective Time), Buyer or its designee shall, with respect to stores operated by the Companies, either (a) enter into a program agreement with HSBC Bank Nevada, National Association (successor in interest to Household Bank (SB), N.A.) (“"HSBC”") that is acknowledged by HSBC to satisfy the requirements set forth in Section 9.05(f) of the Program Agreement dated as of April 15, 2003 and as amended as of April 15, 2003 and June 15, 2004 by and among Seller, ▇▇▇▇▇▇▇ Office Properties, Inc. (successor in interest to ▇▇▇▇▇’'▇, Inc.) and HSBC (the “"Program Agreement”") (which acknowledgment is in a form reasonably satisfactory to Seller) or (b) (i) purchase the “"Accounts” " and “"Account Receivables” " (as each such term is defined in the Program Agreement) associated with such stores from HSBC for the price set forth in Section 9.05(b) of the Program Agreement and (ii) pay over to Seller on the effective date of such purchase cash in the amount equal to the difference between (x) the amount paid to HSBC in connection with such purchase and (y) the amount equal to the price set forth in clauses (i) and (ii) of the second sentence of Section 9.06 of the Program Agreement multiplied by a fraction, the numerator of which shall be the sum of the Account Receivables associated with the stores of the Business (as of the date of purchase) and the denominator of which shall be the sum of the Account Receivables associated with all stores (including the stores of the Business) covered by the Program Agreement (as of the date of purchase). Buyer agrees to obtain all necessary consents and approvals from all Governmental Bodies and to make all necessary registrations and filings in order to effect this Section 6.9. At Buyer’s request, Seller agrees to use commercially reasonable efforts to cooperate with Buyer in complying with this Section 6.9; provided, however, that Seller and its Affiliates shall not be required to make any payments or offer or grant any accommodation (financial or otherwise) to any third party with respect to this Section 6.96.