in this Agreement only with respect to Export-Related
Accounts Receivable, Export-Related Inventory and Export-Related General
Intangibles (as such terms are defined in the Export-Import Agreement) is
subject to and subordinate to the security interest granted to Bank in the
Export-Import Agreement with respect to such Export-Related Accounts Receivable,
Export-Related Inventory and Export-Related General Intangibles.
4.2
AUTHORIZATION TO FILE FINANCING STATEMENTS.
BORROWER HEREBY
AUTHORIZES BANK TO FILE FINANCING STATEMENTS, WITHOUT NOTICE TO BORROWER, WITH
ALL APPROPRIATE JURISDICTIONS TO PERFECT OR PROTECT BANK'S INTEREST OR RIGHTS
HEREUNDER, INCLUDING A NOTICE THAT ANY DISPOSITION OF THE COLLATERAL EXCEPT AS
PERMITTED BY THE TERMS OF THIS AGREEMENT, BY EITHER BORROWER OR ANY OTHER
PERSON, SHALL BE DEEMED TO VIOLATE THE RIGHTS OF BANK UNDER THE CODE.
SUCH
FINANCING STATEMENTS MAY INDICATE THE COLLATERAL AS "ALL ASSETS OF THE DEBTOR"
OR WORDS OF SIMILAR EFFECT, OR AS BEING OF AN EQUAL OR LESSER SCOPE, OR WITH
GREATER DETAIL, ALL IN BANK'S DISCRETION, PROVIDED THAT SUCH FINANCING
STATEMENTS SHALL ACKNOWLEDGE THE RIGHTS OF SEN UNDER THE SEN LICENSE.
5
REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants as follows:
5.1
DUE ORGANIZATION, AUTHORIZATION; POWER AND AUTHORITY.
BORROWER AND
EACH OF ITS DOMESTIC SUBSIDIARIES IS VALIDLY EXISTING AND IN GOOD STANDING AS A
REGISTERED ORGANIZATION IN ITS JURISDICTION OF FORMATION AND IS QUALIFIED AND
LICENSED TO DO BUSINESS AND IS IN GOOD STANDING IN ANY JURISDICTION IN WHICH THE
CONDUCT OF ITS BUSINESS OR ITS OWNERSHIP OF PROPERTY REQUIRES THAT IT BE
QUALIFIED EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT ON BORROWER'S BUSINESS.
IN CONNECTION WITH THIS
AGREEMENT, BORROWER HAS DELIVERED TO BANK COMPLETED CERTIFICATES EACH SIGNED BY
BORROWER AND GUARANTOR, RESPECTIVELY, ENTITLED "PERFECTION CERTIFICATE".
BORROWER REPRESENTS AND WARRANTS TO BANK THAT (A) BORROWER'S EXACT LEGAL NAME IS
THAT INDICATED ON THE PERFECTION CERTIFICATE AND ON THE SIGNATURE PAGE HEREOF;
(B) BORROWER IS AN ORGANIZATION OF THE TYPE AND IS ORGANIZED IN THE JURISDICTION
SET FORTH IN THE PERFECTION CERTIFICATE; (C) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER OR
ACCURATELY STATES THAT BORROWER HAS NONE; (D) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S PLACE OF BUSINESS, OR, IF MORE THAN ONE, ITS
CHIEF EXECUTIVE OFFICE AS WELL AS BORROWER'S MAILING ADDRESS (IF DIFFERENT THAN
ITS CHIEF EXECUTIVE OFFICE); (E) BORROWER (AND EACH OF ITS PREDECESSORS) HAS
NOT, IN THE PAST FIVE (5) YEARS, CHANGED ITS JURISDICTION OF FORMATION,
ORGANIZATIONAL STRUCTURE OR TYPE, OR ANY ORGANIZATIONAL NUMBER ASSIGNED BY ITS
JURISDICTION; AND (F) ALL OTHER INFORMATION SET FORTH ON THE PERFECTION
CERTIFICATE PERTAINING TO BORROWER AND EACH OF ITS SUBSIDIARIES IS ACCURATE AND
COMPLETE (IT BEING UNDERSTOOD AND AGREED THAT BORROWER MAY FROM TIME TO TIME
UPDATE CERTAIN INFORMATION IN THE PERFECTION CERTIFICATE AFTER THE EFFECTIVE
DATE TO THE EXTENT PERMITTED BY ONE OR MORE SPECIFIC PROVISIONS IN THIS
AGREEMENT).
IF BORROWER IS NOT NOW A REGISTERED ORGANIZATION BUT LATER BECOMES
ONE, BORROWER SHALL PROMPTLY NOTIFY BANK OF SUCH OCCURRENCE AND PROVIDE BANK
WITH BORROWER'S