SECURED OBLIGATIONS REMAIN UNPAID, NO PLEDGOR SHALL EXECUTE, AUTHORIZE OR
PERMIT TO BE FILED IN ANY PUBLIC OFFICE ANY FINANCING STATEMENT (OR SIMILAR
STATEMENT OR INSTRUMENT OF REGISTRATION UNDER THE LAW OF ANY JURISDICTION)
RELATING TO ANY COLLATERAL, EXCEPT FINANCING STATEMENTS AND OTHER STATEMENTS AND
INSTRUMENTS FILED OR TO BE FILED IN RESPECT OF AND COVERING THE SECURITY
INTERESTS GRANTED BY SUCH PLEDGOR TO THE HOLDERS OF THE PERMITTED COLLATERAL
LIENS.
SECTION 4.5.
CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF
ORGANIZATION.
(A)
SUCH PLEDGOR SHALL NOT CHANGE (I) ITS CORPORATE NAME,
(II) ITS IDENTITY OR TYPE OF ORGANIZATION OR CORPORATE STRUCTURE, (III) ITS
FEDERAL TAXPAYER IDENTIFICATION NUMBER OR ORGANIZATIONAL IDENTIFICATION NUMBER,
IF ANY, OR (IV) ITS JURISDICTION OF ORGANIZATION (IN EACH CASE, INCLUDING,
WITHOUT LIMITATION, BY MERGING WITH OR INTO ANY OTHER ENTITY, REORGANIZING,
DISSOLVING, LIQUIDATING, REINCORPORATING OR INCORPORATING IN ANY OTHER
JURISDICTION) UNTIL (A) IT SHALL HAVE GIVEN THE COLLATERAL AGENT NOT LESS THAN
30 DAYS' PRIOR WRITTEN NOTICE (IN THE FORM OF AN OFFICERS' CERTIFICATE) OF ITS
INTENTION SO TO DO, CLEARLY DESCRIBING SUCH CHANGE AND PROVIDING SUCH OTHER
INFORMATION IN CONNECTION THEREWITH AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST AND (B) WITH RESPECT TO SUCH CHANGE, SUCH PLEDGOR SHALL HAVE TAKEN ALL
ACTION NECESSARY TO MAINTAIN THE PERFECTION AND PRIORITY OF THE SECURITY
INTEREST OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED PARTIES IN
18
THE COLLATERAL INTENDED TO BE GRANTED HEREUNDER INCLUDING, WITHOUT LIMITATION,
USING COMMERCIALLY REASONABLE EFFORTS TO OBTAIN WAIVERS OF LANDLORD'S OR
WAREHOUSEMEN'S LIENS, IF OVER $100,000, WITH RESPECT TO SUCH NEW LOCATION, IF
APPLICABLE.
EACH PLEDGOR AGREES TO PROMPTLY PROVIDE THE COLLATERAL AGENT WITH
CERTIFIED ORGANIZATIONAL DOCUMENTS REFLECTING ANY OF THE CHANGES DESCRIBED IN
THE PRECEDING SENTENCE.
SUCH PLEDGOR ALSO AGREES TO PROMPTLY NOTIFY THE
COLLATERAL AGENT OF ANY CHANGE IN THE LOCATION OF ITS CHIEF EXECUTIVE OFFICE,
ITS PRINCIPAL PLACE OF BUSINESS, ANY OFFICE IN WHICH IT MAINTAINS BOOKS OR
RECORDS RELATING TO COLLATERAL OWNED BY IT OR ANY OFFICE OR FACILITY AT WHICH
COLLATERAL OWNED BY IT IS LOCATED (INCLUDING THE ESTABLISHMENT OF ANY SUCH NEW
OFFICE OR FACILITY).
(B)
THE COLLATERAL AGENT MAY RELY ON OPINIONS OF COUNSEL AS TO WHETHER
ANY OR ALL UCC FINANCING STATEMENTS OF THE PLEDGORS NEED TO BE AMENDED AS A
RESULT OF ANY OF THE CHANGES DESCRIBED IN SECTION 4.5(A).
IF ANY PLEDGOR FAILS
TO PROVIDE INFORMATION TO THE COLLATERAL AGENT ABOUT SUCH CHANGES ON A TIMELY
BASIS, THE COLLATERAL AGENT SHALL NOT BE LIABLE OR RESPONSIBLE TO ANY PARTY FOR
ANY FAILURE TO MAINTAIN A PERFECTED SECURITY INTEREST IN SUCH PLEDGOR'S PROPERTY
CONSTITUTING COLLATERAL, FOR WHICH THE COLLATERAL AGENT NEEDED TO HAVE
INFORMATION RELATING TO SUCH CHANGES.
THE COLLATERAL AGENT SHALL HAVE NO DUTY
TO INQUIRE ABOUT SUCH CHANGES IF ANY PLEDGOR DOES NOT INFORM THE COLLATERAL
AGENT OF SUCH CHANGES, THE PARTIES ACKNOWLEDGING AND AGREEING THAT IT WOULD NOT
BE FEASIBLE OR PRACTICAL FOR THE COLLATERAL AGENT TO SEARCH FOR INFORMATION ON
SUCH CHANGES IF SUCH INFORMATION IS