Processor Letter definition

Processor Letter means any letter agreement between any Obligor and any Credit Card Issuer or Credit Card Processor of such Obligor which is a party to Credit Card Agreement in favor of Agent acknowledging Agent’s first priority security interest in the monies due and to become due to such Borrower (including, without limitation, credits and reserves) under such Credit Card Agreement, and agreeing to transfer all such amounts to a Majority Account, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

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Processor Letter means any letter agreement substantially in the form attached hereto as Exhibit H between any Loan Party and any Credit Card Issuer or Credit Card Processor in favor of the Collateral Agent acknowledging the Collateral Agent's first priority security interest in the monies due and to become due to such Loan Party (including, without limitation, credits and reserves) under the applicable Credit Card Agreement between such Loan Party and such Credit Card Issuer or Credit Card Processor, and agreeing to transfer all such amounts to a Cash Management Account subject to a Control Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

Processor Letter means a letter agreement, in form and substance reasonably satisfactory to Agent, from the Borrowers to any Credit Card Issuer or Credit Card Processor informing such Credit Card Issuer and/or Credit Card Processor of Agent’s first priority security interest in the monies due and to become due to the Borrowers (including, without limitation, credits and reserves) under the applicable Credit Card Agreement among the Borrowers and such Credit Card Issuer or Credit Card Processor and instructing such Credit Card Issuer or Credit Card Processor to transfer all such amounts in accordance with Section 4.8, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced (which letter agreement shall, upon request of Agent, be acknowledged in writing by the applicable Credit Card Issuer or Credit Card Processor). “Projections” shall have the meaning set forth in Section 5.5(b) hereof. “Properly Contested” shall mean, in the case of any Indebtedness, Lien or Taxes, as applicable, of any Person that are not paid as and when due or payable by reason of such Person’s bona fide dispute concerning its liability to pay the same or concerning the amount thereof: (a) such Indebtedness, Lien or Taxes, as applicable, are being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (b) such Person has established appropriate reserves as shall be required in conformity with GAAP and (c) the non-payment of such Indebtedness or Taxes could not reasonably be expected to result in a Material Adverse Effect. “Protective Advances” shall have the meaning set forth in Section 16.2(e) hereof. “PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “Purchasing CLO” shall have the meaning set forth in Section 16.3(d) hereof. “Purchasing Lender” shall have the meaning set forth in Section 16.3(c) hereof. “Qualified Cash” shall mean, as of any date of determination, the amount of cash of the Loan Parties that (a) is on deposit in a bank account maintained at PNC or in a deposit account in the United 38 074658.00041/136182926v.10074658.00041/150851455v.1 074658.00041/136182926v.11074658.00041/150851455v.4

Examples of Processor Letter in a sentence

• 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 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 or Credit Card Processors to whom such Borrower has sent a Processor Letter.

• Borrowers will not, and will not permit the Guarantors to, enter into a Credit Card Agreement with any Person or any other agreement, document or instrument with a Credit Card Issuer or Credit Card Processor other than those existing arrangements listed in Item 6.28 of the Disclosure Schedule, unless Agent has received a copy of a Processor Letter duly executed by the applicable Obligor and delivered to such Person.

• The Borrowers will not, and will not permit the Subsidiary Guarantors to, enter into a Credit Card Agreement with any Person or any other agreement, document or instrument with a Credit Card Issuer or Credit Card Processor other than those existing arrangements listed in Item 6.28 of the Disclosure Schedule, unless the Agents have received a copy of a Processor Letter duly executed by the applicable Obligor and delivered to such Person.

• The Borrowers will not, and will not permit the Subsidiary Guarantors to, enter into a debit or credit card processing arrangement with any Person other than those existing arrangements listed in Item 6.28 of the Disclosure Schedule, unless the Agents have received counterparts of a Processor Letter duly executed by such Person and the applicable Obligor.

• The Borrowers will not, and will not permit the Subsidiary Guarantors to, enter into a Credit Card Agreement with any Person or any other agreement, document or instrument with a Credit Card Issuer or Credit Card Processor other than those existing arrangements listed in Item 6.28 of the Disclosure Schedule, unless the Agent has received a copy of a Processor Letter duly executed by the applicable Obligor and delivered to such Person.

More Definitions of Processor Letter

Processor Letter means any direction letter duly executed and delivered by any Obligor to any Credit Card Issuer or Credit Card Processor of the Obligors, pursuant to the requirements of the Existing Credit Agreement or this Agreement, substantially in the form of Exhibit O hereto or as otherwise approved by the Agents.

Processor Letter means a letter agreement, in form and substance reasonably satisfactory to Agent, from the Borrowers to any Credit Card Issuer or Credit Card Processor informing such Credit Card Issuer and/or Credit Card Processor of Agent’s first priority security interest in the monies due and to become due to the Borrowers (including, without limitation, credits and reserves) under the applicable Credit Card Agreement among the Borrowers and such Credit Card Issuer or Credit Card Processor and instructing such Credit Card Issuer or Credit Card Processor to transfer all such amounts in accordance with Section 4.8, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced (which letter agreement shall, upon request of Agent, be acknowledged in writing by the applicable Credit Card Issuer or Credit Card Processor).

Processor Letter means an acknowledgment letter to be duly executed and delivered by debit and credit card processor of the Obligors in accordance with Sections 5.1.23 and 7.1.10(d) substantially in the form of Exhibit O hereto or as otherwise approved by the Agents.