Common use of Chief Executive Office; Change of Name; Jurisdiction of Organization Clause in Contracts

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. The Borrower agrees not to effect any change (ai)(w) The exact in any Pledgor’s legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name (x) in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its any Pledgor’s chief executive office, its principal place of business, (y) in 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), (iii) its Pledgor’s identity or type of organization or corporate organizational structure, or (ivz) its federal taxpayer identification number in any Pledgor’s Federal Taxpayer Identification Number or organizational identification number number, if any, unless, in the case of each of the preceding clauses (i)(w) through (i)(z), and it shall give the Collateral Agent and Administrative Agent written notice within 5 days after such change, or such greater notice period agreed to by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (vii) its in any Pledgor’s jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction) and until, in the case of the preceding clause (ii). Such Grantor agrees (A) , it shall have given Collateral Agent and Administrative Agent not less than 15 days’ prior written notice, or such lesser notice period agreed to effect or permit any by Collateral Agent, of its intention so to do, clearly describing such change unless all filings have been made under the UCC or otherwise that are required and providing such other information in order for the connection therewith as Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all or Administrative Agent may reasonably request. In the Collateral case of each of clauses (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawi) and (Bii) to in the immediately preceding sentence, each applicable Pledgor shall take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information notice 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 GrantorPledgor’s property constituting Article 9 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The Such Pledgor’s exact legal name, type of organization, and jurisdiction of organizationorganization or incorporation, federal taxpayer identification number, and organizational identification number numbers of such Pledgor (if applicable) is set forth in the Perfection Certificate, and its chief executive office of such Grantor is indicated next to its name set forth in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not (a) change in (i) its corporate name, (iib) 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), (iii) change its identity or type of organization or corporate structure, or (ivc) change its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) unless (A) it shall have given Collateral Agent not less than 30 days’ prior written notice of its intention so to effect or permit any do, clearly describing such change unless all filings have been made under the UCC or otherwise that are required and providing such other information in order for the connection therewith as Collateral Agent to continue at all times following such change to have a validmay request, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the that Collateral Agent deems necessary or desirable to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Security Agreement Collateral intended to be granted hereunderhereby. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Such Pledgor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Agreement Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Pledgor is engaged, but in any event to include complete accounting records as required by the Credit Agreement, and, at such time or times as Collateral Agent may rely on opinions request, promptly to prepare and deliver to Collateral Agent a duly certified schedule or schedules in form and detail satisfactory to Collateral Agent showing in summary form the identity, amount and location of counsel as to whether any and all Security Agreement Collateral (except Security Agreement Collateral in the possession or all UCC financing control of Collateral Agent). (c) Contemporaneously with the delivery of financial statements in accordance with Section 5.01(a) or (b) of the Grantors need to be amended as a result of any Credit Agreement, the Pledgors shall notify Collateral Agent in writing (certified by an officer of the changes described in SECTION 4.3(a). If any Grantor fails to provide information to applicable Pledgor) of each location where Security Agreement Collateral is maintained, which notification may take the Collateral Agent about such changes on a timely basis, the Collateral Agent shall not be liable form of supplementing or responsible to any party for any failure to maintain a perfected security interest in such Grantor’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 Grantor 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 not provided by any Grantorrestating prior notifications.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. Schedule 1(a) of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not (a) change in (i) its corporate name, (iib) the establish any other location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to where Security Agreement 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)maintained, (iiic) change its identity or type of organization or corporate structure, (ivd) change its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days' prior written notice of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject toAgent may reasonably request, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Security Agreement Collateral intended to be granted hereunderhereby, including, without limitation, using commercially reasonable efforts to obtain access agreements or waivers of landlord's or warehousemen's liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Each Pledgor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Agreement Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Pledgor is engaged, but in any event to include complete accounting records as required by the Credit Agreement, and, at such time or times as the Collateral Agent may rely on opinions of counsel as reasonably request, promptly to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor fails to provide information prepare and deliver to the Collateral Agent about such changes on a timely basis, duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent shall not be liable or responsible to showing in summary form the type, amount and location of any party for any failure to maintain a perfected security interest in such Grantor’s property constituting and all Security Agreement 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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) its jurisdiction of organization or formation (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor Pledgor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawEncumbrances) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 GrantorPledgor’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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. Schedule 1(a) of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not (a) change in (i) its corporate name, (iib) the establish any other location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to where Security Agreement 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)maintained, (iiic) change its identity or type of organization or corporate structure, (ivd) change its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days’ prior written notice of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject toAgent may reasonably request, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Security Agreement Collateral intended to be granted hereunderhereby, including, without limitation, using commercially reasonable efforts to obtain access agreements or waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Each Pledgor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Agreement Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Pledgor is engaged, but in any event to include complete accounting records as required by the Credit Agreement, and, at such time or times as the Collateral Agent may rely on opinions of counsel as reasonably request, promptly to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor fails to provide information prepare and deliver to the Collateral Agent about such changes on a timely basis, duly certified schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent shall not be liable or responsible to showing in summary form the type, amount and location of any party for any failure to maintain a perfected security interest in such Grantor’s property constituting and all Security Agreement 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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of No Pledgor will effect any change in (i) to its corporate legal name, (ii) in the location of its any Pledgor’s 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), (iii) in its identity or type of organization or corporate organizational structure, (iv) in its federal taxpayer identification number or organizational identification number number, if any, or (v) in its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction). Such Grantor agrees , unless (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days prior (or such lesser period agreed to continue at all times following by the Collateral Agent) written notice of its intention to do so and clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral Agent may reasonably request (subject to, with respect it being understood that any determination by the First Lien Collateral Agent as to priority, Permitted Encumbrances having priority by operation of lawsuch other information to be reasonably requested shall be deemed acceptable to the Collateral Agent) and (B) to take it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. Each Pledgor also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is located (including the establishment of any such new office or facility) other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 any of the changes if any Grantor does not inform the Collateral Agent of such changesdescribed in clause (a) above, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent each Pledgor is solely responsible to search for information on such changes if such information is not provided by any Grantortake all action described in Section 4.5(a)(B) above.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer organizational identification number, organizational identification number and chief executive office and Federal Taxpayer Identification Number of such Grantor is indicated next in Schedule 1.01 to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Each Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) changes to its corporate name, (ii) the location type of its organization, jurisdiction of organization, organizational identification number, chief executive office, its principal place office and Federal Taxpayer Identification Number in accordance with Section 6.14 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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)Credit Agreement. Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably requested by and reasonably satisfactory to the Collateral Agent (including making all filings under the UCC) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.4(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of No Pledgor will effect any change in (i) to its corporate legal name, (ii) in the location of its any Pledgor’s 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), (iii) in its identity or type of organization or corporate organizational structure, (iv) in its federal taxpayer identification number or organizational identification number number, if any, or (v) in its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction). Such Grantor agrees , unless (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 10 days prior (or such lesser period agreed to continue at all times following by the Collateral Agent) written notice of its intention to do so and clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as necessary and appropriate and as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) to take it shall have taken all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. Each Pledgor also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is located (including the establishment of any such new office or facility) other than changes in location to a Mortgaged Property or a leased property subject to a Landlord Access Agreement. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 any of the changes if any Grantor 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 not provided by any Grantordescribed in clause (a) above.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of No Pledgor will effect any change in (i) to its corporate legal name, (ii) the location of in its chief executive office, its principal place of business, any office in which it maintains books identity 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)organizational structure, (iii) in its identity organizational identification number, if any, or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) in its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction). Such Grantor agrees , unless (A) not to effect or permit it shall have given the Trustee promptly but in any event within 10 days after such change, written notice clearly describing such change unless all filings have been made under and providing such other information in connection therewith as the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Trustee may reasonably request and (B) to it shall take all action reasonably satisfactory to the Collateral Agent necessary to maintain the perfection and priority of the security interest of the Collateral Agent Trustee for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentencePledged Collateral. (b) The Collateral Agent Trustee may conclusively rely on opinions advice of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(a)clause (a) of this Section 4.5. If any Grantor Pledgor fails to provide information to the Collateral Agent Trustee about such changes on a timely basis, the Collateral Agent Trustee shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Agent Trustee needed to have information relating to such changes. The Collateral Agent Trustee shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Agent Trustee of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent Trustee to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a1) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number organization and chief executive office of such Grantor the Obligor is indicated next to its name in Sections I.A. Schedules 1 and I.B. of 2 annexed to the Perfection Certificate. Such Grantor The Obligor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) with respect to take such change, the Obligor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties Secured Creditors in the Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable. Each Grantor Obligor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational or constating documents reflecting any of the changes described in the preceding sentence. (b2) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC All PPSA financing statements of the Grantors Obligor will need to be amended as a result of any of the changes described in SECTION 4.3(a)Section 4.3(1) and Section 4.4. If any Grantor the Obligor 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 Grantorthe Obligor’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 Grantor the Obligor 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 not provided by any Grantorthe Obligor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number (if any) and chief executive office of such Grantor Pledgor is indicated next set forth in Schedules 1(a) and 2(a) annexed to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required , except in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, accordance with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit Section 5.13 of the Credit Parties in the Collateral intended to be granted hereunderAgreement. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (ba) The Collateral Agent may rely on opinions of counsel as to whether any or all To the extent that UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION Section 4.3(a). If , if any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Each Pledgor shall furnish to the Collateral Agent prompt written notice of not effect any change in (i) in any its corporate legal name, (ii) 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)legal domicile, (iii) in its identity or type of organization or corporate organizational structure, (iv) in its federal taxpayer identification number or organizational identification number number, if any, or (v) in its jurisdiction of organization (in each case, including, without limitation, including by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction). Such Grantor agrees , until (A) it shall have given the Administrative Agent not less than thirty (30) days’ prior written notice, or such lesser notice period agreed to effect or permit any by the Administrative Agent, of its intention so to do, clearly describing such change unless all filings have been made under and providing such other information in connection therewith as the UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) may reasonably request and (B) to take it shall have taken all action reasonably satisfactory to requested by the Collateral Administrative Agent to maintain (to the extent provided in the applicable Collateral Document) the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. Schedules 1 and I.B. of 2 annexed to the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate) of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all All UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION Section 4.3(a). If any Grantor 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 GrantorPledgor’s property constituting Pledged 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The As of the date hereof, (i) the exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, and organizational identification number and chief executive office (if any) of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. Schedule 1(a) of the Initial Perfection Certificate. Such Grantor shall furnish , and (ii) the chief executive officer of such Pledgor is indicated next to its name in Schedule 2 to the Initial Perfection Certificate. (b) Borrower agrees to notify Collateral Agent prompt written notice in writing of any change in any Pledgor’s (i1) its corporate legal name, (ii2) 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)location, (iii3) its identity or type of organization or corporate structureorganization, (iv4) its federal taxpayer identification number or organizational identification number (if any) or (v5) its jurisdiction of organization (in each case, including, without limitation, by merging or consolidating with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees , in the case of clauses (A1) not to effect or permit any – (4), within ten (10) Business Days of such change unless all filings have been made under and in the UCC case of clause (5) at least three (3) Business Days prior to such change (in each case, or otherwise that are required in order for the such other period as Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawshall agree) and to provide Collateral Agent such other information in connection therewith as Collateral Agent may reasonably request in writing. (Bc) Each Pledgor agrees to promptly take all action reasonably satisfactory to the requested by Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder. Each Grantor agrees , in each case to promptly provide the Collateral Agent with certified Organization Documents reflecting any extent required hereunder and/or pursuant to Section 9.09 of the changes described Credit Agreement (subject to any applicable provisions set forth in the preceding sentence.this Agreement with respect to limitations on perfections of Liens on Pledged Collateral). LA\3881692.2 (bd) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information to the Collateral Agent about such the changes referred to in this Section 4.3 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 GrantorPledgor’s property constituting Pledged 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number (if any) and chief executive office of such Grantor Pledgor is indicated next set forth in Schedules 1(a) and 2(a) annexed to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required , except in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, accordance with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit Section 5.12 of the Credit Parties in the Collateral intended to be granted hereunderAgreement. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all To the extent that UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION Section 4.3(a). If , if any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) its jurisdiction of organization or formation (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor Pledgor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawEncumbrances) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION Section 4.3(a). If any Grantor 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 GrantorXxxxxxx’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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. Schedules 1(a) and I.B. 2(a) of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iviii) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (viv) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate) of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor 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 Grantor’s Pledgor's property constituting Pledged 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. The Borrower agrees not to effect any change (ai)(w) The exact in any Pledgor’s legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name (x) in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its any Pledgor’s chief executive office, its principal place (y) in any Pledgor’s identity or organizational structure, unless, in the case 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 each of the preceding clauses (including the establishment of any such new office or facilityi)(w) through (i)(y), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for and it shall give the Collateral Agent and Administrative Agent written notice 5 days after such change, or such greater notice period agreed to continue at all times following by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (ii) in the Province in which any tangible personal property is located having a value in excess of $100,000, until, in the case of the preceding clause (ii), it shall have given Collateral Agent and Administrative Agent not less than 15 days’ prior written notice, or such lesser notice period agreed to have a validby Collateral Agent, legal of its intention so to do, clearly describing such change and perfected first priority security interest providing such other information in all connection therewith as Collateral Agent or Administrative Agent may reasonably request. In the Collateral case of each of clauses (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawi) and (Bii) to in the immediately preceding sentence, each applicable Pledgor shall take all action reasonably satisfactory to the 6165737 v6 Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information notice 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 GrantorPledgor’s property constituting General 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. Schedules 1(a) and I.B. of 2(a) annexed to the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, office or 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number number, if any, or (v) its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) until (A) it shall have given the Administrative Agent not less than 15 days' prior written notice of its intention to effect or permit any so do, clearly describing such change unless all filings have been made under and providing such other information in connection therewith as the UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a validmay reasonably request, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's liens with respect to such new location, if applicable, who from time to time have possession of Pledged Collateral having an aggregate value in such new location in excess of $2,000,000, except that any Pledgor having aggregate consolidated net assets of less than $2,000,000 (either alone or taken together with all other Pledgors relying on this exception) need not notify the Administrative Agent of any such intention or take such actions until the next date the Canadian Borrower is required to deliver information pursuant to Section 6.1 of the Credit Agreement (at which time such Pledgor shall include the notice required by clause (A) above with such information, together with evidence of the taking of the actions required by clause (B) above). Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Administrative Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’s Pledgor's property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. The Borrower agrees not to effect any change (ai)(w) The exact in any Pledgor’s legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name (x) in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its any Pledgor’s chief executive office, its principal place (y) in any Pledgor’s identity or organizational structure, unless, in the case 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 each of the preceding clauses (including the establishment of any such new office or facilityi)(w) through (i)(y), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for and it shall give the Collateral Agent and Administrative Agent written notice 5 days after such change, or such greater notice period agreed to continue at all times following by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (ii) in the Province in which any tangible personal property is located having a value in excess of $100,000, until, in the case of the preceding clause (ii), it shall have given Collateral Agent and Administrative Agent not less than 15 days’ prior written notice, or such lesser notice period agreed to have a validby Collateral Agent, legal of its intention so to do, clearly describing such change and perfected first priority security interest providing such other information in all connection therewith as Collateral Agent or Administrative Agent may reasonably request. In the Collateral case of each of clauses (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawi) and (Bii) to in the immediately preceding sentence, each applicable Pledgor shall take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information notice 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 GrantorPledgor’s property constituting General 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Each Pledgor shall furnish to the Collateral Administrative Agent prompt written notice (but in any event not more than thirty (30) days after any change referred to herein) of any change in in: (i) its corporate any Pledgor’s legal name, ; (ii) the location of its any Piedgor’s 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) its any Pledgors’ jurisdiction of organization incorporation or formation (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction, in each case unless the result of such change is that the Pledgor shall cease to be a Credit Party in accordance the Credit Agreement); or (iv) any Pledgor’s organizational identification number assigned to it by its state of organization. Such Grantor Pledgor agrees (A) not to effect or permit any such change unless all filings have been or will promptly, and in any event within thirty (30) days, be made under the UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Pledged Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawCollateral Liens) and (B) to take all action reasonably satisfactory to the Collateral Agent required to maintain the perfection and priority of the security interest of the Collateral Administrative Agent in the United States for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, in each case unless the result of such change is that the Pledgor shall cease to be a Credit Party in accordance the Credit Agreement. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) . The Collateral Administrative Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(a)this Section 4.5. If any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The Such Pledgor's exact legal name, type of organization, and jurisdiction of organization, federal taxpayer identification number, and organizational identification number numbers of such Pledgor (if applicable) is set forth in Section I.A of the Perfection Certificate, and its chief executive office of such Grantor is indicated next to its name set forth in Sections I.A. and I.B. Section I.D of the Perfection Certificate. Such Grantor Pledgor has not done in the last five years business under any other name (including any trade name or fictitious business name) except for those names set forth in Sections I.B and I.C of the Perfection Certificate, and shall furnish to the Collateral Agent prompt written notice of any not (a) change in (i) its corporate name, (iib) the establish any other location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to where Security Agreement 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)maintained, (iiic) change its identity or type of organization or corporate structure, or (ivd) change its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) unless (A) it shall have given Collateral Agent not less than 30 days' prior written notice of its intention so to effect or permit any do, clearly describing such change unless all filings have been made under the UCC or otherwise that are required and providing such other information in order for the connection therewith as Collateral Agent to continue at all times following such change to have a validmay request, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the that Collateral Agent deems necessary or desirable to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Security Agreement Collateral intended to be granted hereunderhereby, including using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Such Pledgor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Agreement Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Pledgor is engaged, but in any event to include complete accounting records as required by the Credit Agreement, and, at such time or times as Collateral Agent may rely on opinions of counsel as request, promptly to whether any prepare and deliver to Collateral Agent a duly certified schedule or all UCC financing statements of schedules in form and detail satisfactory to Collateral Agent showing in summary form the Grantors need to be amended as a result identity, amount and location of any and all Security Agreement Collateral (except Security Agreement Collateral in the possession or control of the changes described in SECTION 4.3(aCollateral Agent). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name set forth in Sections I.A. and I.B. of the Perfection CertificateSchedule IV annexed hereto. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Agent and the other Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times continue, following such change change, to have a valid, legal and perfected first priority security interest in all the Collateral (subject toof the type, with respect to priority, Permitted Encumbrances having scope and priority by operation of law) that it had before such change and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a4.2(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal namename (in French, English, and French and English, where applicable), type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office and domicile, as applicable, of such Grantor Pledgor is indicated next to its name in Sections I.A. Schedules 1(a) and I.B. of 2(a) annexed to the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, its domicile, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), except to a jurisdiction in which the Collateral Agent has registered a security interest against such Pledgor, (iii) its identity or type of organization or corporate structure, or (iv) its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, by merging or amalgamating with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) until (A) not it shall have given the Administrative Agent prior written notice of its intention to effect or permit any do so promptly upon the formation of such intention (but in no event less than 15 days prior to such change), clearly describing such change unless all filings have been made under and providing such other information in connection therewith as the UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) may reasonably request and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable who, from time to time have possession of Pledged Collateral having an aggregate value in such new location in excess of Cdn.$2,000,000 or the equivalent amount thereof in any other currency. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Administrative Agent may rely on opinions of counsel as to whether any or all PPSA or UCC or equivalent financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. The Borrower agrees not to effect any change (ai)(w) The exact in any Pledgor’s legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name (x) in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) the location of its any Pledgor’s chief executive office, its principal place (y) in any Pledgor’s identity or organizational structure, 39909472_3 unless, in the case 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 each of the preceding clauses (including the establishment of any such new office or facilityi)(w) through (i)(y), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for and it shall give the Collateral Agent and Administrative Agent written notice 5 days after such change, or such greater notice period agreed to continue at all times following by Collateral Agent, clearly describing such change and providing such other information in connection therewith as Collateral Agent or Administrative Agent may reasonably request, or (ii) in the Province in which any tangible personal property is located having a value in excess of $100,000, until, in the case of the preceding clause (ii), it shall have given Collateral Agent and Administrative Agent not less than 15 days’ prior written notice, or such lesser notice period agreed to have a validby Collateral Agent, legal of its intention so to do, clearly describing such change and perfected first priority security interest providing such other information in all connection therewith as Collateral Agent or Administrative Agent may reasonably request. In the Collateral case of each of clauses (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawi) and (Bii) to in the immediately preceding sentence, each applicable Pledgor shall take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information notice 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 GrantorPledgor’s property constituting General 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer organizational identification number, organizational identification number and chief executive office and Federal Taxpayer Identification Number of such Grantor is indicated next in Schedule 1.01 to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Each Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) changes to its corporate name, (ii) the location type of its organization, jurisdiction of organization, organizational identification number, chief executive office, its principal place office and Federal Taxpayer Identification Number in ac- cordance with Section 6.14 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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)Credit Agreement. Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably requested by and reasonably satisfactory to the Collateral Agent (including making all filings under the UCC) to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.4(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The As of the Closing Date, such Pledgor’s exact legal name, type of organization, and jurisdiction of organizationorganization or incorporation, federal taxpayer identification number, and organizational identification number numbers of such Pledgor (if applicable) is set forth in the Perfection Certificate delivered on the Closing Date, and its chief executive office of such Grantor is indicated next to its name set forth in Sections I.A. and I.B. of the Perfection CertificateCertificate delivered on the Closing Date. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any change in not (i) change its corporate name, (ii) 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), (iii) change its identity or type of organization or corporate structure, or (iviii) change its federal taxpayer identification number or organizational identification number or (v) its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) unless (A) it shall have given Collateral Agent not less than 30 days’ prior written notice of its intention so to effect or permit any do, clearly describing such change unless all filings have been made under the UCC or otherwise that are required and providing such other information in order for the connection therewith as Collateral Agent to continue at all times following such change to have a validmay request, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the that Collateral Agent deems necessary or desirable to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Security Agreement Collateral intended to be granted hereunderhereby. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Such Pledgor agrees to maintain, at its own cost and expense, such complete and accurate records with respect to the Security Agreement Collateral owned by it as is consistent with its current practices and in accordance with such prudent and standard practices used in industries that are the same as or similar to those in which such Pledgor is engaged, but in any event to include complete accounting records as required by the Credit Agreement, and, at such time or times as Collateral Agent may rely on opinions of counsel as request, promptly to whether any prepare and deliver to Collateral US-DOCS\79724997.5 Agent a duly certified schedule or all UCC financing statements of schedules in form and detail satisfactory to Collateral Agent showing in summary form the Grantors need to be amended as a result identity, amount and location of any and all Security Agreement Collateral (except Security Agreement Collateral in the possession or control of the changes described in SECTION 4.3(aCollateral Agent). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (ai) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name set forth in Sections I.A. and I.B. of the Perfection CertificateSchedule IV annexed hereto. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Agent and the other Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (ba) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, Federal Taxpayer Identification Number and organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. Schedule 1 of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) with respect to any Pledgor which does not constitute a “registered organization” (as defined in Section 9-102 of the UCC), the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type legal form of organization or corporate structureorganization, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent prior written notice (in the form of an Officers’ Certificate) of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor 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 GrantorPledgor’s property constituting Pledged 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. on Schedules 1(a) and I.B. of 2(a) to the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change (and in any event within thirty (30) days of such change) in (i) its corporate name, (ii) 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 “location” (as determined by it Section 9-307 (or any office or facility at which Collateral owned by it is located (including applicable equivalents thereof) of the establishment of any such new office or facilityUCC), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunder. Each To the extent reasonably requested by the Collateral Agent, each Grantor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a)4.3. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basisas provided in SECTION 4.3(a) above, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any change in (i) its corporate name, (ii) 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) its jurisdiction of organization or formation (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor Pledgor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of lawEncumbrances) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION Section 4.3(a). If any Grantor 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 GrantorPledgor’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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor Pledgor is indicated next to its name in Sections I.A. Schedules 1(a) and I.B. of 2(a) annexed to the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, office or 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number number, if any, or (v) its jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating in any other jurisdiction). Such Grantor agrees ) until (A) it shall have given the Administrative Agent not less than 15 days’ prior written notice of its intention to effect or permit any so do, clearly describing such change unless all filings have been made under and providing such other information in connection therewith as the UCC or otherwise that are required in order for the Collateral Administrative Agent to continue at all times following such change to have a validmay reasonably request, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) with respect to take such change, such Pledgor shall have taken all action reasonably satisfactory to the Collateral Administrative Agent to maintain the perfection and priority of the security interest of the Collateral Administrative Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including using commercially reasonable efforts to obtain waivers of landlord’s or warehousemen’s liens with respect to such new location, if applicable, who from time to time have possession of Pledged Collateral having an aggregate value in such new location in excess of $2,000,000. Each Grantor Pledgor agrees to promptly provide the Collateral Administrative Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Administrative Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor Pledgor fails to provide information to the Collateral Administrative Agent about such changes on a timely basis, the Collateral Administrative Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such GrantorPledgor’s property constituting Pledged Collateral, for which the Collateral Administrative Agent needed to have information relating to such changes. The Collateral Administrative Agent shall have no duty to inquire about such changes if any Grantor Pledgor does not inform the Collateral Administrative Agent of such changes, the parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Administrative Agent to search for information on such changes if such information is not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number and chief executive office of such Grantor the Company is indicated next to its name in Sections I.A. Schedules 1(a) and I.B. 2(a) of the Perfection Certificate. Such Grantor The Company shall furnish to the Collateral Agent prompt written notice of any not change in (i) its corporate name, (ii) the location of its chief executive office, its principal place of business, any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral owned by it is located (including the establishment of any such new office or facility), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) 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). Such Grantor agrees ) until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days' prior written notice (in the form of an Officers' Certificate) of its intention so to continue at all times following do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) with respect to take such change, the Company shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest interests of the Collateral Agent for the benefit of the Credit Secured Parties in the Pledged Collateral intended to be granted hereunder, including, without limitation, using commercially reasonable efforts to obtain waivers of landlord's or warehousemen's liens with respect to such new location, if applicable. Each Grantor The Company agrees to promptly provide the Collateral Agent with certified Organization Documents organizational documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Company need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor the Company 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 interests in such Grantor’s the Company's property constituting Pledged 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 Grantor the Company 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 not provided by any Grantorthe Company.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of any not change in (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 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), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors Pledgors need to be amended as a result of any of the changes described in SECTION 4.3(aSection 4.5(a). If any Grantor 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 GrantorPledgor’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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. on Schedules 1(a) and I.B. of 2(a) to the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of any change (and in any event within thirty (30) days of such change) in (i) its corporate name, (ii) 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 “location” (as determined by it Section 9-307 (or any office or facility at which Collateral owned by it is located (including applicable equivalents thereof) of the establishment of any such new office or facilityUCC), (iii) its identity or type of organization or corporate structure, (iv) its federal taxpayer identification number or organizational identification number or (v) 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). Such Grantor agrees (A) not to effect or permit any such change unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest in all the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) and (B) to take all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Parties in the Collateral intended to be granted hereunder. Each To the extent reasonably requested by the Collateral Agent, each Grantor agrees to promptly provide the Collateral Agent with certified Organization Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a)4.3. If any Grantor fails to provide information to the Collateral Agent about such changes on a timely basisas provided in SECTION 4.3(a) above, the Collateral Agent shall not be liable or responsible to any party for any failure to maintain a perfected security interest in such Grantor’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 Grantor 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 not provided by any Grantor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification number, organizational identification number and chief executive office of such Grantor is indicated next to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor shall furnish to the Collateral Agent prompt written notice of No Pledgor will effect any change in (i) its corporate in such Pledgor’s legal name, (ii) in the location of its such Pledgor’s 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), (iii) its in such Pledgor’s identity or type of organization or corporate organizational structure, (iv) its federal taxpayer identification number in such Pledgor’s Federal Taxpayer Identification Number or organizational identification number number, if any, or (v) its in such Pledgor’s jurisdiction of organization (in each case, including, without limitation, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating reorganizing or incorporating organizing in any other jurisdiction). Such Grantor agrees , until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent and the Administrative Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to continue at all times following by the Collateral Agent, of its intention so to do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent or the Administrative Agent may reasonably request and (B) to take it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderCollateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. Each Pledgor also agrees to promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Collateral owned by it or any office or facility at which Collateral is located (including the establishment of any such new office or facility), other than changes in location to a Mortgaged Property. (b) The Collateral Agent may rely on opinions of counsel as to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor Pledgor fails to provide information to the Collateral Agent about such any changes described in Section 4.5(a) hereof 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 GrantorPledgor’s property constituting Pledged 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 Grantor 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 not provided by any GrantorPledgor.

Chief Executive Office; Change of Name; Jurisdiction of Organization. (a) The exact legal name, type of organization, jurisdiction of organization, federal taxpayer identification numberFederal Taxpayer Identification Number, organizational identification number (if any) and chief executive office of such Grantor Pledgor is indicated next and set forth in Schedules l(a) and 2(a) annexed to its name in Sections I.A. and I.B. of the Perfection Certificate. Such Grantor Pledgor shall furnish to the Collateral Agent prompt written notice of not effect any change in (i) in its corporate legal name, (ii) 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), (iii) in its identity or type of organization or corporate organizational structure, (iv) in its federal taxpayer identification number Federal Taxpayer Identification Number or organizational identification number or (v) in its jurisdiction of organization (in each case, including, without limitation, by merging with or into any other entity, reorganizing, dissolving, liquidating, reincorporating or incorporating organizing in any other jurisdiction). Such Grantor agrees , until (A) not to effect or permit any such change unless all filings it shall have been made under the UCC or otherwise that are required in order for given the Collateral Agent not less than 30 days’ prior written notice (in the form of an Officers’ Certificate), or such lesser notice period agreed to continue at all times following by the Collateral Agent, of its intention so to do, clearly describing such change to have a valid, legal and perfected first priority security interest providing such other information in all connection therewith as the Collateral (subject to, with respect to priority, Permitted Encumbrances having priority by operation of law) Agent may reasonably request and (B) to take it shall have taken all action reasonably satisfactory to the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral Agent for the benefit of the Credit Secured Parties in the Collateral intended to be granted hereunderPledged Collateral, if applicable. Each Grantor Pledgor agrees to promptly provide the Collateral Agent with certified Organization Organizational Documents reflecting any of the changes described in the preceding sentence. (b) The Collateral Agent may rely on opinions of counsel as . Each Pledgor also agrees to whether any or all UCC financing statements of the Grantors need to be amended as a result of any of the changes described in SECTION 4.3(a). If any Grantor 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 Grantor’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 Grantor does not inform promptly notify the Collateral Agent of any change in the location of any office in which it maintains books or records relating to Pledged Collateral owned by it or any office or facility at which Pledged Collateral is located (including the establishment of any such changesnew office or facility), other than changes in location of consigned inventory (but only to the parties acknowledging and agreeing that it would not be feasible extent the amount or practical for the Collateral Agent to search for information on value of such changes if such information consigned inventory is not provided by any Grantormaterial) to a Mortgaged Property or a leased property subject to a Landlord Access Agreement.