Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained herein or therein not
misleading under the circumstances in which made or furnished. The projections
and pro forma financial information contained in the materials referenced above
are based upon good faith estimates and assumptions believed by management of
the US Borrower to be reasonable at the time made, it being recognized by the
Lenders that such financial information as it relates to future events is not to
be viewed as fact and that actual results during the period or periods covered
by such financial information may differ from the projected results set forth
therein by a material amount. There is no fact known to any Loan Party that
could reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in the Confidential
Information Memorandum or in any other documents, certificates and statements
furnished to the Arrangers, the Agents and the Lenders for use in connection
with the transactions contemplated hereby and by the other Loan Documents.
4.19
SECURITY DOCUMENTS. (A)
THE GUARANTEE AND COLLATERAL AGREEMENT IS
EFFECTIVE TO CREATE IN FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE
SECURED PARTIES, A LEGAL, VALID, BINDING AND ENFORCEABLE SECURITY INTEREST IN
THE COLLATERAL DESCRIBED THEREIN AND PROCEEDS AND PRODUCTS THEREOF. IN THE CASE
OF THE PLEDGED STOCK DESCRIBED IN THE GUARANTEE AND COLLATERAL AGREEMENT, WHEN
ANY STOCK CERTIFICATES REPRESENTING SUCH PLEDGED STOCK ARE DELIVERED TO THE
ADMINISTRATIVE AGENT, AND IN THE CASE OF THE OTHER COLLATERAL DESCRIBED IN THE
GUARANTEE AND COLLATERAL AGREEMENT, WHEN FINANCING STATEMENTS IN APPROPRIATE
FORM ARE FILED IN THE OFFICES SPECIFIED ON SCHEDULE 4.19(A)-1 (WHICH FINANCING
STATEMENTS MAY BE FILED BY THE ADMINISTRATIVE AGENT) AT ANY TIME AND SUCH OTHER
FILINGS OR ACTIONS AS ARE SPECIFIED ON SCHEDULE 3 TO THE GUARANTEE AND
COLLATERAL AGREEMENT HAVE BEEN COMPLETED (ALL OF WHICH FILINGS MAY BE FILED BY
THE ADMINISTRATIVE AGENT) AT ANY TIME, THE GUARANTEE AND COLLATERAL AGREEMENT
SHALL CONSTITUTE A FULLY PERFECTED LIEN ON, AND SECURITY INTEREST IN, ALL RIGHT,
TITLE AND INTEREST OF THE LOAN PARTIES PARTY THERETO IN SUCH COLLATERAL AND THE
PROCEEDS AND PRODUCTS THEREOF, AS SECURITY FOR THE OBLIGATIONS (AS DEFINED IN
THE GUARANTEE AND COLLATERAL AGREEMENT), IN EACH CASE PRIOR AND SUPERIOR IN
RIGHT TO ANY OTHER PERSON (EXCEPT PERMITTED LIENS). SCHEDULE 4.19(A)-2 LISTS
EACH UCC OR PPSA FINANCING STATEMENT THAT (I) NAMES ANY LOAN PARTY AS DEBTOR AND
(II) WILL BE TERMINATED OR DISCHARGED ON OR PRIOR TO THE CLOSING DATE; AND ON OR
PRIOR TO THE CLOSING DATE, THE US BORROWER WILL HAVE DELIVERED TO THE
ADMINISTRATIVE AGENT, OR CAUSED TO BE FILED, DULY COMPLETED UCC OR PPSA
TERMINATION OR DISCHARGE STATEMENTS, SIGNED BY THE RELEVANT SECURED PARTY, IN
RESPECT OF EACH SUCH UCC OR PPSA FINANCING STATEMENT.
(B)
EACH OF THE MORTGAGES IS, AFTER THE EXECUTION AND