MATERIAL CONTRACTS TO WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR IS
BOUND AS OF THE DATE HEREOF.
BORROWERS AND GUARANTORS HAVE DELIVERED TRUE,
CORRECT AND COMPLETE COPIES OF SUCH MATERIAL CONTRACTS TO AGENT ON OR BEFORE THE
DATE HEREOF.
BORROWERS AND GUARANTORS ARE NOT IN BREACH OR IN DEFAULT IN ANY
MATERIAL RESPECT OF OR UNDER ANY MATERIAL CONTRACT AND HAVE NOT RECEIVED ANY
NOTICE OF THE INTENTION OF ANY OTHER PARTY THERETO TO TERMINATE ANY MATERIAL
CONTRACT.
8.16
CREDIT CARD AGREEMENTS.
SET FORTH IN SCHEDULE 8.16 HERETO IS A CORRECT
AND COMPLETE LIST OF ALL OF THE CREDIT CARD AGREEMENTS AND ALL OTHER AGREEMENTS,
DOCUMENTS AND INSTRUMENTS EXISTING AS OF THE DATE HEREOF BETWEEN OR AMONG ANY
BORROWER, ANY OF ITS AFFILIATES, THE CREDIT CARD ISSUERS, THE CREDIT CARD
PROCESSORS AND ANY OF THEIR AFFILIATES.
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
RECEIVABLES 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 WITH WHOM SUCH BORROWER HAS ENTERED INTO ONE OF THE CREDIT CARD
AGREEMENTS SET FORTH ON SCHEDULE 8.16 HERETO OR WITH WHOM BORROWER HAS ENTERED
INTO A CREDIT CARD AGREEMENT IN ACCORDANCE WITH SECTION 9.20 HEREOF.
EACH OF
THE CREDIT CARD AGREEMENTS CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATIONS
OF THE BORROWER THAT IS PARTY THERETO AND TO THE BEST OF EACH BORROWER'S AND
GUARANTOR'S KNOWLEDGE, THE OTHER PARTIES THERETO, ENFORCEABLE IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS AND 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 A MATERIAL EVENT
OF DEFAULT UNDER ANY OF THE CREDIT CARD AGREEMENTS EXISTS OR HAS OCCURRED THAT
WOULD ENTITLE THE OTHER PARTY THERETO TO SUSPEND, WITHHOLD OR REDUCE AMOUNTS
THAT WOULD OTHERWISE BE PAYABLE TO A BORROWER.
EACH BORROWER AND THE OTHER
PARTIES THERETO HAVE COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF THE TERMS AND
CONDITIONS OF THE CREDIT CARD AGREEMENTS TO THE EXTENT NECESSARY FOR SUCH
BORROWER TO
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BE ENTITLED TO RECEIVE ALL PAYMENTS THEREUNDER.
BORROWERS HAVE DELIVERED, OR
CAUSED TO BE DELIVERED TO AGENT, TRUE, CORRECT AND COMPLETE COPIES OF ALL OF THE
CREDIT CARD AGREEMENTS.
8.17
INTERRELATED BUSINESSES.
BORROWERS AND GUARANTORS MAKE UP A RELATED
ORGANIZATION OF VARIOUS ENTITIES CONSTITUTING A SINGLE ECONOMIC AND BUSINESS
ENTERPRISE SO THAT BORROWERS AND GUARANTORS SHARE AN IDENTITY OF INTERESTS SUCH
THAT ANY BENEFIT RECEIVED BY ANY ONE OF THEM BENEFITS THE OTHERS.
BORROWERS AND
GUARANTORS RENDER SERVICES TO OR FOR THE BENEFIT OF THE OTHER BORROWERS AND/OR
GUARANTORS, AS THE CASE MAY BE, PURCHASE OR SELL AND SUPPLY GOODS TO OR FROM OR
FOR THE BENEFIT OF THE OTHERS, MAKE LOANS, ADVANCES AND PROVIDE OTHER FINANCIAL
ACCOMMODATIONS TO OR FOR