PURSUANT TO THE HOLDERS PLEDGE AGREEMENT.
(B)
THE ASSIGNED AGREEMENTS, TRUE AND COMPLETE COPIES OF WHICH HAVE BEEN
FURNISHED TO THE AGENT, AND THE GROWTH PRIDES PURCHASE CONTRACTS HAVE BEEN DULY
AUTHORIZED, EXECUTED AND DELIVERED BY ALL PARTIES THERETO, HAVE NOT BEEN
AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT AS
EVIDENCED BY SUCH COPIES SO FURNISHED, ARE IN FULL FORCE AND EFFECT AND ARE
BINDING UPON AND ENFORCEABLE AGAINST ALL PARTIES THERETO IN ACCORDANCE WITH
THEIR TERMS.
THERE EXISTS NO DEFAULT UNDER ANY ASSIGNED AGREEMENT OR GROWTH
PRIDES PURCHASE CONTRACT BY ANY PARTY THERETO.
(C)
ALL OF THE INVESTMENT PROPERTY CONSTITUTING PLEDGED FINANCIAL ASSETS
IN WHICH THE PLEDGOR HAS OR WILL HAVE ANY INTEREST ARE AND WILL BE MAINTAINED IN
THE SECURITIES ACCOUNTS.
(D)
ALL FILINGS AND OTHER ACTIONS NECESSARY OR DESIRABLE TO PERFECT AND
PROTECT THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THIS AGREEMENT
HAVE BEEN DULY MADE OR TAKEN AND ARE IN FULL FORCE AND EFFECT, AND THIS
AGREEMENT CREATES IN FAVOR OF THE AGENT FOR THE BENEFIT OF THE SECURED PARTIES A
VALID AND, TOGETHER WITH SUCH FILINGS AND OTHER ACTIONS, PERFECTED FIRST
PRIORITY SECURITY INTEREST IN THE COLLATERAL SECURING THE OBLIGATIONS.
(E)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY OTHER THIRD
PARTY IS REQUIRED FOR (I)
4
THE GRANT BY THE PLEDGOR OF THE ASSIGNMENT, PLEDGE AND SECURITY INTEREST GRANTED
HEREUNDER OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY THE
PLEDGOR, (II) THE PERFECTION OR MAINTENANCE OF THE ASSIGNMENT, PLEDGE AND
SECURITY INTEREST CREATED HEREUNDER (INCLUDING THE FIRST PRIORITY NATURE OF SUCH
ASSIGNMENT, PLEDGE OR SECURITY INTEREST), OR (III) FOR THE EXERCISE BY THE AGENT
OF ITS VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN
RESPECT OF THE COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT AS MAY BE REQUIRED
IN CONNECTION WITH THE DISPOSITION OF ANY PORTION OF THE COLLATERAL BY LAWS
AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY.
(F)
AS OF THE DATE HEREOF:
(I)
THE EXACT LEGAL NAME OF THE PLEDGOR, AS SUCH NAME APPEARS ON ITS
CERTIFICATE OF INCORPORATION, IS "AFFILIATED MANAGERS GROUP, INC." AND THE
PLEDGOR HAD NO OTHER LEGAL NAME WITHIN THE PAST FIVE YEARS.
(II)
THE PLEDGOR HAS NOT CHANGED ITS IDENTITY OR CORPORATE STRUCTURE
IN ANY WAY WITHIN THE PAST FIVE YEARS, INCLUDING BY MERGER, CONSOLIDATION OR
ACQUISITION AND ANY CHANGE IN ITS FORM, NATURE OR JURISDICTION OF ORGANIZATION.
(III)
THE PLEDGOR (AND NO DIVISION OR OTHER BUSINESS UNIT OF THE
PLEDGOR) HAS NOT USED ANY NAME OTHER THAN AS SET FORTH IN SECTION 4(F)(I)
(INCLUDING TRADE NAMES OR SIMILAR APPELLATIONS) IN CONNECTION WITH THE CONDUCT
OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES AT ANY TIME DURING THE PAST
FIVE YEARS.
(IV)
THE ORGANIZATIONAL IDENTIFICATION NUMBER, IF ANY, ISSUED BY THE
JURISDICTION OF INCORPORATION OF THE PLEDGOR IS: 2365895.
(V)
THE CHIEF EXECUTIVE OFFICE OF THE PLEDGOR IS LOCATED