thereto have complied with all of the terms and conditions
of the Credit Card Agreements to the extent necessary for such Borrower or
Guarantor to be entitled to receive all payments thereunder which constitute
proceeds of Eligible Credit Card Receivables. Borrowers and Guarantors have
delivered, or caused to be delivered to Agent, true, correct and complete copies
of all of the Credit Card Agreements.
8.17
PAYABLE PRACTICES.
BORROWERS AND GUARANTORS HAVE NOT MADE ANY
MATERIAL CHANGES IN THEIR HISTORICAL ACCOUNTS PAYABLE PRACTICES FROM THOSE IN
EFFECT IMMEDIATELY PRIOR TO THE DATE HEREOF.
8.18
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 CERTIFICATES 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.
8.19
NO DEFAULTS.
AS OF THE DATE HEREOF, NO EVENT HAS OCCURRED AND IS
CONTINUING THAT CONSTITUTES (A) AN EVENT OF DEFAULT OR DEFAULT HEREUNDER, [OR
(B) EXCEPT AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT, A DEFAULT OR EVENT OF DEFAULT UNDER THE TRANSITION SERVICES AGREEMENT.
8.20
TRANSITION SERVICES.
AS OF THE DATE HEREOF, THE ONLY MATERIAL
SERVICES BEING PROVIDED TO BORROWERS AND GUARANTORS UNDER THE TRANSITION
SERVICES AGREEMENT ARE LOGISTICS OR OTHER SUCH INVENTORY PROCESSING AND HANDLING
SERVICES.
8.21
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
84
Agent or any Lender.
9.
AFFIRMATIVE AND NEGATIVE COVENANTS
9.1
MAINTENANCE OF EXISTENCE.
(A)
EXCEPT AS PERMITTED UNDER SECTION 9.7 HEREOF, EACH BORROWER AND
GUARANTOR SHALL AT ALL TIMES PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS CORPORATE EXISTENCE AND MATERIAL RIGHTS AND FRANCHISES WITH RESPECT THERETO
AND MAINTAIN IN FULL FORCE AND EFFECT ALL MATERIAL LICENSES, TRADEMARKS,
TRADENAMES, APPROVALS, AUTHORIZATIONS, LEASES, CONTRACTS AND PERMITS NECESSARY
TO CARRY ON THE BUSINESS AS PRESENTLY OR PROPOSED TO BE CONDUCTED.
(B)
NO