HEREIN, IN THE
OTHER LOAN DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE, THE SENIOR SECURED
NOTES AND, AS APPLICABLE, THE HEDGING AGREEMENTS, THE FOREIGN OVERDRAFT FACILITY
AGREEMENTS AND OTHERWISE IN CONNECTION HEREWITH OR THEREWITH.
SECTION 2.9.
ORGANIZATIONAL NAMES; JURISDICTIONS OF ORGANIZATION.
NO
ASSIGNOR HAS OR OPERATES IN ANY JURISDICTION UNDER, OR IN THE PRECEDING 12
MONTHS HAS HAD OR HAS OPERATED IN ANY JURISDICTION UNDER, ANY TRADE NAMES,
FICTITIOUS NAMES OR OTHER NAMES (INCLUDING, WITHOUT LIMITATION, ANY NAMES OF
DIVISIONS OR OPERATIONS) EXCEPT ITS LEGAL NAME AND SUCH OTHER TRADE, FICTITIOUS
OR OTHER NAMES AS ARE LISTED ON SCHEDULE 2.9 HERETO.
THE TRUE AND CORRECT
CORPORATION IDENTIFICATION NUMBER OR OTHER APPLICABLE FORMATION IDENTIFICATION
NUMBER OF EACH ASSIGNOR, THE EXACT LEGAL NAME AS IT APPEARS IN OFFICIAL FILINGS
IN THE STATE OF ITS INCORPORATION OR ORGANIZATION AND THE JURISDICTION OF
INCORPORATION OR ORGANIZATION OF EACH ASSIGNOR IS SET FORTH ON SCHEDULE 2.9
HERETO.
NO ASSIGNOR SHALL CHANGE ITS LEGAL NAME OR ASSUME OR OPERATE IN ANY
JURISDICTION UNDER ANY NEW TRADE, FICTITIOUS OR OTHER NAME IN ANY MANNER WHICH
MIGHT MAKE ANY FINANCING STATEMENT OR CONTINUATION STATEMENT FILED IN CONNECTION
THEREWITH SERIOUSLY MISLEADING WITHIN THE MEANING OF ARTICLE 9 OF THE UCC UNTIL
(I) IT SHALL HAVE GIVEN TO THE COLLATERAL AGENT NOT LESS THAN 30 DAYS' PRIOR
WRITTEN NOTICE OF ITS INTENTION SO TO DO, CLEARLY DESCRIBING SUCH NEW NAME AND
THE JURISDICTIONS IN WHICH SUCH NEW NAME SHALL BE USED AND PROVIDING SUCH OTHER
INFORMATION IN CONNECTION THEREWITH AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST, (II) WITH RESPECT TO SUCH NEW NAME, IT SHALL HAVE TAKEN ALL ACTION TO
MAINTAIN THE SECURITY INTERESTS OF THE COLLATERAL AGENT IN THE COLLATERAL
INTENDED TO BE GRANTED HEREBY AT ALL TIMES FULLY PERFECTED AND IN FULL FORCE AND
EFFECT, (III) AT THE REQUEST OF THE COLLATERAL AGENT, IT SHALL HAVE FURNISHED AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COLLATERAL AGENT TO THE EFFECT
THAT ALL FINANCING OR CONTINUATION STATEMENTS AND AMENDMENTS OR SUPPLEMENTS
THERETO HAVE BEEN FILED IN THE APPROPRIATE FILING OFFICE OR OFFICES, AND (IV)
THE COLLATERAL AGENT SHALL HAVE RECEIVED EVIDENCE THAT ALL OTHER ACTIONS
(INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF ALL FILING FEES AND TAXES, IF
ANY, PAYABLE IN CONNECTION WITH SUCH FILINGS) HAVE BEEN TAKEN, IN ORDER TO
PERFECT (AND MAINTAIN THE PERFECTION AND PRIORITY OF) THE SECURITY INTERESTS
GRANTED HEREBY.
8
SECTION 2.10.
JURISDICTION OF FORMATION.
THE STATE OF INCORPORATION OR
FORMATION OF EACH ASSIGNOR AS OF THE DATE HEREOF IS LISTED ON SCHEDULE 2.10.
WITHOUT LIMITING THE PROHIBITIONS ON MERGERS INVOLVING THE ASSIGNORS CONTAINED
IN THE CREDIT AGREEMENT, NO ASSIGNOR SHALL REINCORPORATE OR REORGANIZE ITSELF
UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THE JURISDICTION IN WHICH IT IS
INCORPORATED OR ORGANIZED AS OF THE DATE HEREOF UNLESS (I) IT SHALL HAVE GIVEN
TO THE COLLATERAL AGENT NOT LESS THAN 30 DAYS' (OR SUCH SHORTER PERIOD AS MAY BE
ACCEPTABLE TO THE COLLATERAL AGENT) PRIOR WRITTEN NOTICE OF ITS INTENTION TO DO
SO, CLEARLY DESCRIBING