AGREEMENT OR
ANY OF THE ASSUMED BORROWER AGREEMENTS EXCEPT (I) FILINGS AND RECORDINGS TO
PERFECT THE LIENS CREATED UNDER THE INTERNATIONAL LOAN DOCUMENTS AND (II) THOSE
WHICH, IF NOT OBTAINED, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
(D)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
(E)
BINDING EFFECT. THIS AGREEMENT, THE CREDIT AGREEMENT AND EACH
OTHER ASSUMED BORROWER AGREEMENTS TO WHICH SUCCESSOR BORROWER IS A PARTY
(WHETHER BY ASSUMPTION OR OTHERWISE) CONSTITUTE THE VALIDLY AND LEGALLY BINDING
OBLIGATIONS OF SUCCESSOR BORROWER, ENFORCEABLE AGAINST SUCCESSOR BORROWER IN
ACCORDANCE WITH THEIR RESPECTIVE TERMS, EXCEPT AS LIMITED BY DEBTOR LAWS.
THE
LIENS CREATED BY THE INTERNATIONAL SECURITY DOCUMENTS CONSTITUTE VALID AND
PERFECTED LIENS ON THE COLLATERAL DESCRIBED THEREIN SUPERIOR IN RIGHT TO ALL
OTHER LIENS, EXCEPT FOR PERMITTED LIENS.
(F)
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE CREDIT AGREEMENT AND THE OTHER ASSUMED BORROWER
AGREEMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE DATE
HEREOF, BOTH BEFORE AND AFTER GIVING EFFECT TO THE BORROWER MERGER, AS IF SUCH
REPRESENTATIONS AND WARRANTIES WERE BEING MADE ON AND AS OF THE DATE HEREOF,
EXCEPT FOR ANY REPRESENTATION OR WARRANTY WHICH IS SPECIFIED AS BEING MADE AS OF
AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION OR WARRANTY SHALL ONLY SPEAK
TO SUCH EARLIER DATE.
(G)
PERFECTION OF LIENS.
ALL FILINGS, REGISTRATIONS AND RECORDINGS
NECESSARY OR APPROPRIATE TO CREATE, PRESERVE, PROTECT AND PERFECT THE SECURITY
INTERESTS GRANTED BY THE ORIGINAL BORROWER TO THE BANK AND HEREBY ASSUMED BY
SUCCESSOR BORROWER IN RESPECT OF THE COLLATERAL OWNED BY SUCCESSOR BORROWER HAVE
BEEN ACCOMPLISHED AND THE LIENS AND SECURITY INTERESTS GRANTED TO THE BANK
PURSUANT TO THE INTERNATIONAL SECURITY DOCUMENTS IN AND TO SUCH COLLATERAL
CONSTITUTE A PERFECTED SECURITY INTEREST THEREIN SUPERIOR AND PRIOR TO THE
RIGHTS OF ALL OTHER PERSONS THEREIN AND SUBJECT TO NO OTHER LIENS (OTHER THAN
LIENS PERMITTED BY THE CREDIT AGREEMENT), AND WILL BE ENTITLED TO ALL THE
RIGHTS, PRIORITIES AND BENEFITS AFFORDED BY THE UNIFORM COMMERCIAL CODE OR OTHER
RELEVANT LAW AS ENACTED IN ANY RELEVANT JURISDICTION TO PERFECTED SECURITY
INTERESTS.
(H)
CHIEF EXECUTIVE OFFICE; RECORDS.
THE CHIEF PLACE OF BUSINESS AND
CHIEF EXECUTIVE OFFICE OF SUCCESSOR BORROWER AND THE OFFICE WHERE SUCCESSOR
BORROWER KEEPS THE ORIGINALS OF ALL RECORDS CONCERNING SUCCESSOR BORROWER'S
EXPORT-RELATED ACCOUNTS RECEIVABLE AND ALL ORIGINALS OF ALL CHATTEL PAPER WHICH
EVIDENCE THE EXPORT-RELATED ACCOUNTS RECEIVABLE ARE AND WILL REMAIN LOCATED AT
THE CHIEF EXECUTIVE OFFICES LISTED ON SCHEDULE 4 TO THE INTERNATIONAL SECURITY
AGREEMENT.
THE ORGANIZATIONAL NUMBER OF SUCCESSOR BORROWER IS AS SET FORTH ON
SCHEDULE A ATTACHED HERETO.
3
5.
Further Assurances.
Successor Borrower agrees to execute and
deliver to Bank any and all documents requested by Bank and reasonably necessary
to continue, without interruption, the Liens and security interests described in
the International Security Documents hereby assumed and ratified by Successor
Borrower, including, without limitation, UCC financing statements and amendments
to reflect the Borrower Merger.
6.