COLLATERAL AGENT HEREBY IN RESPECT OF THE COLLATERAL HAVE BEEN DELIVERED BY
THE ASSIGNORS TO THE COLLATERAL AGENT, AND, UPON THE COLLATERAL AGENT'S
ACCOMPLISHING OF ALL SUCH FILINGS, REGISTRATIONS AND RECORDINGS, THE SECURITY
INTERESTS GRANTED TO THE COLLATERAL AGENT FOR THE BENEFIT OF THE COLLATERAL
AGENT AND THE SECURED PARTIES PURSUANT TO THIS AGREEMENT IN AND TO THE
COLLATERAL CONSTITUTE OR SHALL CONSTITUTE PERFECTED SECURITY INTERESTS THEREIN
AND IS OR SHALL BE ENTITLED TO ALL THE RIGHTS, PRIORITIES AND BENEFITS AFFORDED
BY THE UCC OR OTHER RELEVANT LAW AS ENACTED IN ANY RELEVANT JURISDICTION TO
PERFECTED SECURITY INTERESTS; PROVIDED, HOWEVER, THAT THE PARTIES AGREE THAT NO
ASSIGNOR SHALL HAVE ANY OBLIGATION HEREUNDER TO TAKE ANY ACTIONS TO PERFECT THE
SECURITY INTERESTS GRANTED BY SUCH ASSIGNOR TO THE COLLATERAL AGENT HEREUNDER IN
ANY EXCLUDED FOREIGN OR TRANSPORTATION ASSETS.
(E)
OTHER FINANCING STATEMENTS.
AS OF THE DATE HEREOF, THERE IS NO
FINANCING STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION UNDER
THE LAW OF ANY JURISDICTION) ON FILE OR OF RECORD IN ANY RELEVANT JURISDICTION
COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY KIND IN THE COLLATERAL,
EXCEPT FOR (I) THOSE EVIDENCING PERMITTED LIENS AND (II) FINANCING STATEMENTS
EVIDENCING LIENS RELEASED ON THE DATE HEREOF (OR FOR WHICH A UCC-3 TERMINATION
STATEMENT OR OTHER RELEASE SATISFACTORY TO THE COLLATERAL AGENT SHALL HAVE BEEN
PREVIOUSLY FILED OR DELIVERED TO THE COLLATERAL AGENT ON THE DATE HEREOF) AND,
SO LONG AS ANY OF THE SECURED OBLIGATIONS ARE IN EFFECT, NO ASSIGNOR WILL
AUTHORIZE TO BE FILED IN ANY PUBLIC OFFICE ANY FINANCING STATEMENT (OR SIMILAR
STATEMENT OR INSTRUMENT OF REGISTRATION UNDER THE LAW OF ANY JURISDICTION) OR
STATEMENTS RELATING TO THE COLLATERAL, EXCEPT FINANCING STATEMENTS FILED TO OR
TO BE FILED IN RESPECT OF AND COVERING THE SECURITY INTERESTS GRANTED HEREBY BY
SUCH ASSIGNOR OR FOR THOSE EVIDENCING PERMITTED LIENS.
(F)
CHIEF EXECUTIVE OFFICE; RECORDS.
THE CHIEF EXECUTIVE OFFICE OF
EACH ASSIGNOR IS LOCATED AT THE ADDRESS INDICATED ON SCHEDULE 2.1(F) HERETO FOR
SUCH ASSIGNOR.
NO ASSIGNOR SHALL MOVE ITS CHIEF EXECUTIVE OFFICE UNTIL (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 SUCH NEW LOCATION AND PROVIDING SUCH
OTHER INFORMATION IN CONNECTION THEREWITH AS THE COLLATERAL AGENT MAY REASONABLY
REQUEST, (II) WITH RESPECT TO SUCH NEW LOCATION, IT SHALL HAVE TAKEN ALL ACTION,
REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, TO MAINTAIN THE SECURITY
INTERESTS OF THE COLLATERAL AGENT IN THE COLLATERAL INTENDED TO BE GRANTED AND
PERFECTED HEREBY AT ALL TIMES FULLY PERFECTED AND IN FULL FORCE AND EFFECT,
(III) AT THE REASONABLE REQUEST OF THE COLLATERAL AGENT, IT SHALL HAVE FURNISHED
AN OPINION OF COUNSEL ACCEPTABLE TO THE COLLATERAL AGENT TO THE EFFECT THAT ALL
FINANCING OR CONTINUATION
6
STATEMENTS AND AMENDMENTS OR SUPPLEMENTS THERETO HAVE BEEN FILED IN THE
APPROPRIATE FILING OFFICE OR OFFICES, AND ALL OTHER ACTIONS (INCLUDING, WITHOUT
LIMITATION,