THE BENEFIT OF THE OTHER BORROWERS AND GUARANTORS
(INCLUDING INTER ALIA, THE PAYMENT BY BORROWERS AND GUARANTORS OF CREDITORS OF
THE OTHER BORROWERS OR GUARANTORS AND GUARANTEES BY BORROWERS AND GUARANTORS OF
INDEBTEDNESS OF THE OTHER BORROWERS AND GUARANTORS AND PROVIDE ADMINISTRATIVE,
MARKETING, PAYROLL AND MANAGEMENT SERVICES TO OR FOR THE BENEFIT OF THE OTHER
BORROWERS AND GUARANTORS).
BORROWERS HAVE A CENTRAL MERCHANDISING GROUP THAT
PURCHASES SUBSTANTIALLY ALL OF THE INVENTORY ON BEHALF OF ALL BORROWERS.
BORROWERS AND GUARANTORS HAVE THE SAME CHIEF EXECUTIVE OFFICE, CENTRALIZED
ACCOUNTING AND LEGAL SERVICES, CERTAIN COMMON OFFICERS AND DIRECTORS AND
GENERALLY DO NOT PROVIDE CONSOLIDATING FINANCIAL STATEMENTS TO CREDITORS.
8.18
PAYABLE PRACTICES.
EACH BORROWER AND GUARANTOR HAS NOT MADE ANY MATERIAL
CHANGE IN ITS CUSTOMARY ACCOUNTS PAYABLE PRACTICES FROM THOSE IN EFFECT
IMMEDIATELY PRIOR TO THE DATE HEREOF.
8.19
ACCURACY AND COMPLETENESS OF INFORMATION.
ALL INFORMATION FURNISHED BY OR
ON BEHALF OF ANY BORROWER OR GUARANTOR IN WRITING TO AGENT OR ANY LENDER IN
CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THEREBY, INCLUDING ALL INFORMATION ON THE
INFORMATION CERTIFICATE IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE DATE
AS OF WHICH SUCH INFORMATION IS DATED OR CERTIFIED AND DOES NOT OMIT ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE SUCH INFORMATION NOT MISLEADING.
NO
EVENT OR CIRCUMSTANCE HAS OCCURRED WHICH HAS HAD OR COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE AFFECT, WHICH HAS NOT BEEN FULLY AND ACCURATELY
DISCLOSED TO AGENT IN WRITING PRIOR TO THE DATE HEREOF.
8.20
SURVIVAL OF WARRANTIES; CUMULATIVE.
ALL REPRESENTATIONS AND WARRANTIES
CONTAINED IN THIS AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND SHALL BE DEEMED TO HAVE
BEEN MADE AGAIN TO AGENT AND LENDERS ON THE DATE OF EACH ADDITIONAL BORROWING OR
OTHER CREDIT ACCOMMODATION HEREUNDER AND SHALL BE CONCLUSIVELY PRESUMED TO HAVE
BEEN RELIED ON BY AGENT AND LENDERS REGARDLESS OF ANY INVESTIGATION MADE OR
INFORMATION POSSESSED BY AGENT OR ANY LENDER.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER
REPRESENTATIONS OR WARRANTIES WHICH ANY BORROWER OR GUARANTOR SHALL NOW OR
HEREAFTER GIVE, OR CAUSE TO BE GIVEN, TO AGENT OR ANY LENDER.
77
SECTION 9.
AFFIRMATIVE AND NEGATIVE COVENANTS
9.1
MAINTENANCE OF EXISTENCE.
(A)
EACH BORROWER AND GUARANTOR SHALL AT ALL TIMES PRESERVE,
RENEW AND KEEP IN FULL FORCE AND EFFECT ITS CORPORATE EXISTENCE AND RIGHTS AND
FRANCHISES WITH RESPECT THERETO AND MAINTAIN IN FULL FORCE AND EFFECT ALL
LICENSES, TRADEMARKS, TRADENAMES, APPROVALS, AUTHORIZATIONS, LEASES, CONTRACTS
AND PERMITS NECESSARY TO CARRY ON THE BUSINESS AS PRESENTLY OR PROPOSED TO BE
CONDUCTED, OTHER THAN AS PERMITTED IN SECTION 9.7 HERETO.
(B)
NO BORROWER OR GUARANTOR SHALL CHANGE ITS NAME UNLESS EACH
OF THE FOLLOWING CONDITIONS IS SATISFIED: (I) AGENT SHALL HAVE RECEIVED NOT LESS
THAN THIRTY (30) DAYS PRIOR WRITTEN NOTICE FROM ADMINISTRATIVE BORROWER OF SUCH
PROPOSED CHANGE IN ITS CORPORATE NAME, WHICH NOTICE