OBLIGORS WILL NOT HEREAFTER ACQUIRE ANY ASSET OR ANY INTEREST IN
PROPERTY IN WHICH A COLLATERAL INTEREST IS REQUIRED TO BE GRANTED HEREUNDER
WHICH IS NOT, IMMEDIATELY UPON SUCH ACQUISITION, SUBJECT TO SUCH A PERFECTED
COLLATERAL INTEREST IN FAVOR OF THE COLLATERAL AGENT (SUBJECT ONLY TO PERMITTED
ENCUMBRANCES) TO SECURE THE LIABILITIES.
(C)
THE OBLIGORS SHALL EXECUTE AND DELIVER TO THE AGENT SUCH INSTRUMENTS,
DOCUMENTS, AND PAPERS, AND SHALL DO ALL SUCH THINGS FROM TIME TO TIME HEREAFTER
AS THE AGENT MAY REASONABLY REQUEST TO CARRY INTO EFFECT THE PROVISIONS AND
INTENT OF THIS AGREEMENT; TO PROTECT AND PERFECT THE AGENT'S COLLATERAL
INTERESTS IN THE COLLATERAL; AND TO COMPLY WITH ALL APPLICABLE STATUTES AND
LAWS; AND FACILITATE THE COLLECTION OF THE RECEIVABLES COLLATERAL.
THE OBLIGORS
SHALL EXECUTE ALL SUCH INSTRUMENTS AS MAY BE REASONABLY REQUIRED BY THE AGENT
WITH RESPECT TO THE RECORDATION AND/OR PERFECTION OF THE COLLATERAL INTERESTS
CREATED OR CONTEMPLATED HEREIN.
(D)
THE OBLIGORS HEREBY DESIGNATE THE AGENT AS AND FOR THE OBLIGORS' TRUE AND
LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, TO SIGN AND FILE ANY FINANCING
STATEMENTS IN ORDER TO PERFECT OR PROTECT THE AGENT'S COLLATERAL INTERESTS IN
THE COLLATERAL.
(E)
A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS AGREEMENT OR OF ANY
FINANCING STATEMENT OR OTHER INSTRUMENT EXECUTED PURSUANT TO THIS SECTION 4.25
SHALL BE SUFFICIENT FOR FILING TO PERFECT THE SECURITY INTERESTS GRANTED HEREIN.
4.26
ADEQUACY OF DISCLOSURE.
(A)
ALL FINANCIAL STATEMENTS FURNISHED TO THE AGENT OR THE LENDERS BY THE
OBLIGORS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED AND
PRESENT FAIRLY THE CONSOLIDATED CONDITION OF THE OBLIGORS AT THE DATE(S) THEREOF
AND THE CONSOLIDATED RESULTS OF OPERATIONS AND CASH FLOWS OF THE OBLIGORS FOR
THE PERIOD(S) COVERED SUBJECT, IN THE CASE OF INTERIM FINANCIALS, TO NORMAL YEAR
END ADJUSTMENTS.
THERE HAS BEEN NO CHANGE IN THE FINANCIAL CONDITION, RESULTS
OF OPERATIONS, OR CASH FLOWS OF THE OBLIGORS SINCE THE DATE(S) OF SUCH FINANCIAL
STATEMENTS,
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OTHER THAN CHANGES IN THE ORDINARY COURSE OF BUSINESS, WHICH CHANGES HAVE NOT
BEEN MATERIALLY ADVERSE, EITHER SINGULARLY OR IN THE AGGREGATE.
(B)
THE OBLIGORS DO NOT HAVE ANY CONTINGENT OBLIGATIONS OR OBLIGATION UNDER
ANY LEASE OR CAPITAL LEASE WHICH IS NOT NOTED IN THE OBLIGORS' MOST RECENT
CONSOLIDATED FINANCIAL STATEMENTS FURNISHED TO THE AGENT OR THE LENDERS PRIOR TO
THE EXECUTION OF THIS AGREEMENT WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT.
(C)
NO DOCUMENT, INSTRUMENT, AGREEMENT, OR PAPER NOW OR HEREAFTER GIVEN THE
AGENT OR THE LENDERS BY OR ON BEHALF OF THE OBLIGORS OR ANY GUARANTOR OF THE
LIABILITIES IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT BY THE AGENT OR
LENDERS CONTAINS OR WILL CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITS OR WILL OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING.
THERE IS NO FACT KNOWN TO THE BORROWERS
WHICH HAS, OR WHICH, IN THE FORESEEABLE FUTURE COULD HAVE, A MATERIAL ADVERSE
EFFECT WHICH HAS NOT BEEN DISCLOSED IN WRITING TO