BY
THE LENDER WITH RESPECT TO THE RECORDATION AND/OR PERFECTION OF THE SECURITY
INTERESTS CREATED HEREIN.
(D)
A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS AGREEMENT OR
OF ANY FINANCING STATEMENT OR OTHER INSTRUMENT EXECUTED PURSUANT TO THIS SECTION
5-23 SHALL BE SUFFICIENT FOR FILING TO PERFECT THE SECURITY INTERESTS GRANTED
HEREIN.
26
5-24.
ADEQUACY OF DISCLOSURE.
(A)
ALL FINANCIAL STATEMENTS OF THE BORROWERS FURNISHED TO THE LENDER
BY THE BORROWERS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED
AND PRESENT FAIRLY THE CONDITION OF THE BORROWERS AT THE DATES THEREOF AND THE
RESULTS OF OPERATIONS AND CASH FLOWS FOR THE PERIOD(S) COVERED (EXCEPT THAT
INTERIM FINANCIAL STATEMENTS MAY NOT INCLUDE FOOTNOTES AND ARE SUBJECT TO YEAR
END AUDIT AND OTHER CUSTOMARY ADJUSTMENTS). THERE HAS BEEN NO CHANGE IN THE
FINANCIAL CONDITION, RESULTS OF OPERATIONS, OR CASH FLOWS OF THE BORROWERS SINCE
THE DATE(S) OF SUCH FINANCIAL STATEMENTS, OTHER THAN CHANGES IN THE ORDINARY
COURSE OF BUSINESS, WHICH CHANGES HAVE NOT BEEN MATERIALLY ADVERSE, EITHER
SINGULARLY OR IN THE AGGREGATE.
(B)
THE BORROWERS DO NOT HAVE ANY CONTINGENT OBLIGATIONS OR OBLIGATION
UNDER ANY LEASE OR CAPITAL LEASE WHICH IS NOT NOTED IN THE BORROWERS' FINANCIAL
STATEMENTS FURNISHED TO THE LENDER PRIOR TO THE EXECUTION OF THIS AGREEMENT.
(C)
NO DOCUMENT, INSTRUMENT, AGREEMENT, OR PAPER NOW OR HEREAFTER
GIVEN THE LENDER BY OR ON BEHALF OF THE BORROWERS OR ANY GUARANTOR OF THE
LIABILITIES IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT BY THE LENDER
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 ON THE
FINANCIAL CONDITION OF THE BORROWERS OR ANY SUCH GUARANTOR WHICH HAS NOT BEEN
DISCLOSED IN WRITING TO THE LENDER.
5-25.
NO MATERIAL ADVERSE CHANGE.
THERE HAS NOT BEEN A MATERIAL ADVERSE
CHANGE.
5-26.
OTHER COVENANTS.
THE BORROWERS SHALL NOT INDIRECTLY DO OR CAUSE TO
BE DONE ANY ACT WHICH, IF DONE DIRECTLY BY THE BORROWERS, WOULD BREACH ANY
COVENANT CONTAINED IN THIS AGREEMENT.
5-27.
GOODS IN POSSESSION OF BAILEE.
IF ANY GOODS ARE AT ANY TIME IN THE
POSSESSION OF A BAILEE, BORROWERS SHALL PROMPTLY NOTIFY LENDER THEREOF AND, IF
REQUESTED BY LENDER, SHALL PROMPTLY OBTAIN AN ACKNOWLEDGEMENT FROM THE BAILEE,
IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO LENDER, THAT THE BAILEE HOLDS
SUCH COLLATERAL FOR THE BENEFIT OF LENDER AND SHALL ACT UPON THE INSTRUCTIONS OF
LENDER, WITHOUT THE FURTHER CONSENT OF BORROWERS. LENDER AGREES WITH BORROWERS
THAT LENDER SHALL NOT GIVE ANY SUCH INSTRUCTIONS UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR WOULD OCCUR AFTER TAKING INTO ACCOUNT ANY ACTION
BY BORROWERS WITH RESPECT TO THE BAILEE.
5-28.
LETTERS OF CREDIT.
IF BORROWERS ARE AT ANY TIME A BENEFICIARY
UNDER A LETTER OF CREDIT NOW OR HEREAFTER ISSUED IN FAVOR OF BORROWERS,
BORROWERS SHALL