PERFECTION OF THE COLLATERAL
INTERESTS CREATED OR CONTEMPLATED HEREIN.
(D)
THE OBLIGORS HEREBY DESIGNATE THE TERM 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 TERM 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 TERM AGENT OR THE TERM 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.
AS OF THE CLOSING DATE, 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, OTHER THAN CHANGES IN
THE ORDINARY COURSE OF BUSINESS, WHICH CHANGES HAVE NOT BEEN MATERIALLY ADVERSE,
EITHER SINGULARLY OR IN THE AGGREGATE.
65
(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 TERM AGENT OR THE TERM
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
TERM AGENT OR THE TERM LENDERS BY OR ON BEHALF OF THE OBLIGORS OR ANY GUARANTOR
OF THE LIABILITIES IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT BY THE
TERM AGENT OR TERM 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 ON THE FINANCIAL CONDITION OF THE OBLIGORS OR ANY SUCH GUARANTOR
WHICH HAS NOT BEEN DISCLOSED IN WRITING TO THE TERM AGENT OR TERM LENDERS.
4.27
NO RESTRICTIONS ON LIABILITIES.
No Obligor shall enter into or become subject to, directly or indirectly, any
agreement (other than the Indenture Agreement, as in effect as of the date
hereof and without giving effect to any subsequent amendment, modification,
replacement or substitution thereof) prohibiting or restricting (other than with
respect to Permitted Encumbrances), in any manner (including, without
limitation, by way of covenant, representation, or event of default) any of the
following:
(A)
THE GRANTING OF COLLATERAL INTERESTS IN FAVOR OF THE TERM AGENT ON ANY
ASSET OF ANY OBLIGOR; OR
(B)
THE INCURRENCE OF ANY OF THE LIABILITIES.
4.28
OTHER COVENANTS.
No Obligor shall indirectly do or cause to