DELIVERED BY THE OBLIGOR AND THE AGREEMENTS CONTAINED HEREIN CONSTITUTE, AND THE
AGREEMENTS CONTAINED IN EACH OTHER FUNDAMENTAL DOCUMENT TO WHICH THE OBLIGOR IS
OR IS TO BECOME A PARTY WILL, WHEN EACH SUCH OTHER FUNDAMENTAL DOCUMENT IS
EXECUTED AND DELIVERED, CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS FOR THE
OBLIGOR ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY (I) APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, OR OTHER SIMILAR LAWS AFFECTING THE ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, AND (II) GENERAL PRINCIPLES OF EQUITY (REGARDLESS
OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT
LAW).
4.3.2
EACH SECURITY DOCUMENT EXECUTED AND DELIVERED
ON OR AFTER THE DATE HEREOF WILL EFFECTIVELY CREATE THE LIENS PURPORTED TO BE
CREATED THEREBY AND SUCH LIENS WILL BE FIRST-PRIORITY LIENS ON THE COLLATERAL
COVERED THEREBY, SUBJECT TO NO OTHER LIENS (EXCEPT LIENS IN FAVOR OF THE
CUSTODIAN).
4.4
FINANCIAL INFORMATION
The Parent and the Obligor have heretofore furnished to the Agent accurate and
complete financial data and other information in all material respects based on
its operations in previous years, and said financial data furnished to the Agent
is accurate and complete and fairly presents in all material respects the
financial position and the results of operations for the period indicated
therein in all material respects.
4.5
PARI PASSU RANKING
The Obligor's payment obligations under the Fundamental Documents rank at least
pari passu with the claims of all its other unsecured and unsubordinated
creditors, except for obligations mandatorily preferred by law applicable to the
Obligor.
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4.6
MATERIAL ADVERSE CHANGE; NO DEFAULT
4.6.1
SINCE DECEMBER 31, 2005, NOTHING HAS OCCURRED
WHICH HAS HAD, OR WOULD REASONABLY BE EXPECTED TO HAVE, EITHER INDIVIDUALLY OR
IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
4.6.2
NO DEFAULT OR EVENT OF DEFAULT EXISTS WITH
RESPECT TO THE OBLIGOR.
4.7
EXISTING SECURITY INTEREST
No Security exists on or over the assets of the Obligor except as permitted by
sub-clause 5.6.1 (Negative Pledge).
4.8
LITIGATION
There are no legal or arbitral proceedings, or any proceedings by or before any
governmental or regulatory authority or agency, now pending or (to the knowledge
of the Obligor) threatened against the Parent or the Obligor that are reasonably
likely (either individually or in the aggregate) to have a Material Adverse
Effect.
4.9
COMPLIANCE WITH LAWS AND AGREEMENTS
The Obligor is in compliance with laws, regulations and orders of any
governmental agency or authority applicable to it or its Properties and all
indentures, agreements and other instruments binding upon it or its Property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.
4.10
WINDING-UP
No meeting has been convened for the winding-up, administration, dissolution or
liquidation of the Obligor, no such step is intended by the Obligor and, so far
as it is aware, no petition, application or equivalent or analogous procedure
under the law of the jurisdiction of the Obligor's incorporation is outstanding