HEREAFTER IN EFFECT PURSUANT TO ANY REFINANCING
THEREOF PERMITTED UNDER THE TERMS OF THIS AGREEMENT), THERE ARE NO CONTRACTUAL
OR CONSENSUAL RESTRICTIONS ON ANY BORROWER OR GUARANTOR OR ANY OF ITS
SUBSIDIARIES WHICH PROHIBIT OR OTHERWISE RESTRICT (A) THE TRANSFER OF CASH OR
OTHER ASSETS (I) BETWEEN BORROWERS, (II) BETWEEN ANY BORROWER OR GUARANTOR AND
ANY SUBSIDIARY OF A BORROWER OR GUARANTOR, OR (III) BETWEEN ANY SUBSIDIARIES OF
ANY BORROWER OR GUARANTOR OR (B) THE ABILITY OF ANY BORROWER OR GUARANTOR OR ANY
OF ITS SUBSIDIARIES TO INCUR INDEBTEDNESS OR GRANT SECURITY INTERESTS TO AGENT
OR ANY LENDER IN THE COLLATERAL.
8.15
MATERIAL CONTRACTS.
SCHEDULE 8.15 HERETO SETS FORTH A LIST OF ALL
MATERIAL CONTRACTS TO WHICH ANY BORROWER OR GUARANTOR IS A PARTY OR IS BOUND AS
OF THE DATE HEREOF. EACH BORROWER AND GUARANTOR HAS DELIVERED TRUE, CORRECT AND
COMPLETE COPIES OF SUCH MATERIAL CONTRACTS TO AGENT ON OR BEFORE THE DATE
HEREOF. NO BORROWER OR GUARANTOR IS 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 AS OF THE DATE
HEREOF AND ALL OTHER AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXISTING AS OF THE
DATE HEREOF BETWEEN OR AMONG ANY BORROWER OR GUARANTOR, ANY OF THEIR 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
BORROWERS AND GUARANTORS TO OPERATE THEIR BUSINESS AS PRESENTLY CONDUCTED WITH
RESPECT TO CREDIT CARDS AND DEBIT CARDS AND NO RECEIVABLES OF ANY BORROWER OR
GUARANTOR 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 OR GUARANTOR HAS ENTERED INTO ONE OF THE CREDIT CARD AGREEMENTS
SET FORTH ON SCHEDULE 8.16 HERETO OR WITH WHOM
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such Borrower or Guarantor has entered into a Credit Card Agreement in
accordance with Section 9.22 hereof. Each of the Credit Card Agreements
constitutes the legal, valid and binding obligations of the Borrower or
Guarantor that is party thereto and to the best of each Borrower and Guarantor's
knowledge, the other parties thereto, enforceable in accordance with their
respective terms and is in full force and effect. Except as could not reasonably
(i) be expected to have a Material Adverse Effect or (ii) result in the
cessation of the transfer of payments under any Credit Card Agreement to the
Blocked Accounts as required under this Agreement, 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. The applicable Borrower and Guarantors
and the other parties