PLEDGED COLLATERAL PURSUANT TO THIS AGREEMENT AND THE GRANT BY SUCH PLEDGOR OF
THE SECURITY INTEREST GRANTED HEREBY, (II) THE EXECUTION, DELIVERY OR
PERFORMANCE OF THIS AGREEMENT BY SUCH PLEDGOR, OR (III) THE EXERCISE BY
COLLATERAL AGENT OF THE VOTING OR OTHER RIGHTS, OR THE REMEDIES IN RESPECT OF
THE PLEDGED COLLATERAL, PROVIDED FOR IN THIS AGREEMENT (EXCEPT AS MAY BE
REQUIRED IN CONNECTION WITH A DISPOSITION OF PLEDGED COLLATERAL BY LAWS
AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY).
(H)
PERFECTION.
UPON (I) THE FILING OF UCC FINANCING STATEMENTS
NAMING SUCH PLEDGOR AS "DEBTOR," NAMING COLLATERAL AGENT AS "SECURED PARTY" AND
DESCRIBING THE PLEDGED COLLATERAL IN THE FILING OFFICES SET FORTH ON
SCHEDULE III, (II) IN THE CASE OF PLEDGED COLLATERAL CONSISTING OF CERTIFICATED
SECURITIES OR EVIDENCED BY INSTRUMENTS, IN ADDITION TO FILING SUCH FINANCING
STATEMENTS, DELIVERY OF THE CERTIFICATES REPRESENTING SUCH CERTIFICATED
SECURITIES AND DELIVERY OF SUCH INSTRUMENTS TO COLLATERAL AGENT, IN EACH CASE
DULY ENDORSED OR ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF ASSIGNMENT OR
TRANSFER IN BLANK (AND IN THE CASE OF PLEDGED COLLATERAL ISSUED BY A FOREIGN
ISSUER, ANY ACTIONS REQUIRED UNDER FOREIGN LAW TO PERFECT (TO THE EXTENT SUCH
CONCEPT OR AN ANALOGOUS CONCEPT IS APPLICABLE UNDER THE RELEVANT LAWS) A
SECURITY INTEREST IN SUCH PLEDGED COLLATERAL), (III) IN THE CASE OF THE
INTELLECTUAL PROPERTY COLLATERAL, IN ADDITION TO THE FILING OF SUCH UCC
FINANCING STATEMENTS, THE RECORDATION OF A GRANT WITH THE APPLICABLE IP FILING
OFFICE, AND (IV) IN THE CASE OF PLEDGED COLLATERAL CONSISTING OF ACCOUNT
COLLATERAL WITH RESPECT TO A DEPOSIT ACCOUNT OR SECURITIES ACCOUNT, THE
EFFECTIVENESS OF AN ACCOUNT CONTROL AGREEMENT IN RESPECT OF SUCH DEPOSIT ACCOUNT
OR SECURITIES ACCOUNT, THE SECURITY INTERESTS IN THE PLEDGED COLLATERAL, GRANTED
TO COLLATERAL AGENT, WILL CONSTITUTE PERFECTED (TO THE EXTENT SUCH CONCEPT OR AN
ANALOGOUS CONCEPT IS APPLICABLE UNDER THE RELEVANT LAWS) SECURITY INTERESTS IN
THE PLEDGED COLLATERAL PRIOR TO ALL OTHER LIENS (EXCEPT FOR PERMITTED LIENS OF
THE TYPES DESCRIBED IN CLAUSES (I), (II), (III), (IV), (VI), (VII),
(VIII) (SOLELY WITH RESPECT TO THE EXTENSION, RENEWAL OR REFINANCING OF
INDEBTEDNESS SECURED BY LIENS OF THE TYPE DESCRIBED IN CLAUSE (VI) THEREOF),
(IX) AND (XII) OF THE DEFINITION OF PERMITTED LIENS), SECURING THE PAYMENT OF
THE SECURED OBLIGATIONS.
(I)
OFFICE LOCATIONS; TYPE AND JURISDICTION OF ORGANIZATION.
SUCH
PLEDGOR'S NAME AS IT APPEARS IN OFFICIAL FILINGS IN ITS JURISDICTION OF
ORGANIZATION, TYPE OF ORGANIZATION (I.E. CORPORATION, LIMITED LIABILITY COMPANY,
ETC.), JURISDICTION OF ORGANIZATION, PRINCIPAL PLACE OF BUSINESS, CHIEF
EXECUTIVE OFFICE, OFFICE WHERE SUCH PLEDGOR KEEPS ITS RECORDS REGARDING THE
PLEDGED COLLATERAL, AND ORGANIZATION NUMBER PROVIDED BY THE APPLICABLE
GOVERNMENT AUTHORITY OF THE JURISDICTION OF ORGANIZATION ARE SET FORTH ON
SCHEDULE IV ANNEXED HERETO OR THE APPLICABLE COUNTERPART.
(J)
NAMES.
NO PLEDGOR (OR PREDECESSOR BY MERGER OR OTHERWISE OF SUCH
PLEDGOR) HAS, WITHIN THE FIVE-YEAR PERIOD PRECEDING THE DATE HEREOF, OR, IN THE
CASE OF AN ADDITIONAL PLEDGOR, THE DATE OF THE APPLICABLE COUNTERPART, HAD A
DIFFERENT NAME FROM THE NAME
10
OF SUCH PLEDGOR