OF PERFECTION CERTIFICATE
[See Attached]
Exhibit III to the
Guarantee and
Collateral Agreement
FORM OF COPYRIGHT SECURITY AGREEMENT
[See Attached]
Exhibit IV to the
Guarantee and
Collateral Agreement
FORM OF PATENT AND TRADEMARK SECURITY AGREEMENT
[See Attached]
EXHIBIT D
Form of Perfection Certificate
[see attached]
PERFECTION CERTIFICATE
December 31, 2009
Reference is made to the Loan Agreement dated as of December 31, 2009 (the "Loan
Agreement"), among Idearc Inc. (the "Borrower"), the lenders from time to time
parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as Administrative
Agent (in such capacity, the "Administrative Agent") and Collateral Agent for
the Lenders. Capitalized terms used but not defined herein have the meanings
assigned in the Loan Agreement or the Guarantee and Collateral Agreement
referred to therein, as applicable.
The undersigned, a Financial Officer and the Vice President-General Counsel,
respectively, of the Borrower, hereby certify, on behalf of the Borrower and not
in their individual capacity, to the Administrative Agent and each other Secured
Party as follows as of the date hereof:
1.
NAMES.
SET FORTH ON SCHEDULE 1
ATTACHED HERETO IS,
(A)
THE EXACT LEGAL NAME OF EACH GRANTOR, AS
SUCH NAME APPEARS IN ITS RESPECTIVE CERTIFICATE OF FORMATION;
(B)
A LIST OF ALL OTHER NAMES (INCLUDING TRADE
NAMES OR SIMILAR APPELLATIONS) USED BY EACH GRANTOR OR ANY OF ITS DIVISIONS OR
OTHER BUSINESS UNITS IN CONNECTION WITH THE CONDUCT OF ITS BUSINESS OR THE
OWNERSHIP OF ITS PROPERTIES AT ANY TIME DURING THE PAST FIVE YEARS;
(C)
THE ORGANIZATIONAL IDENTIFICATION NUMBER,
IF ANY, ISSUED BY THE JURISDICTION OF FORMATION OF EACH GRANTOR THAT IS A
REGISTERED ORGANIZATION;
2.
CURRENT LOCATIONS.
SET FORTH BELOW IN
SCHEDULE 2 HERETO,
(A)
THE CHIEF EXECUTIVE OFFICE OF EACH GRANTOR
IS LOCATED AT THE ADDRESS SET FORTH OPPOSITE ITS NAME:
Grantor
Mailing Address
County
State
(B)
OPPOSITE THE NAME OF EACH GRANTOR ARE ALL
LOCATIONS WHERE SUCH GRANTOR MAINTAINS ANY BOOKS OR RECORDS RELATING TO ANY
ACCOUNTS RECEIVABLE (WITH EACH LOCATION AT WHICH CHATTEL PAPER, IF ANY, IS KEPT
BEING INDICATED BY AN ("*"):
Grantor
Mailing Address
County
State
(C)
THE JURISDICTION OF FORMATION OF EACH
GRANTOR THAT IS A REGISTERED ORGANIZATION IS SET FORTH OPPOSITE ITS NAME:
Grantor:
Jurisdiction:
(D)
OPPOSITE THE NAME OF EACH GRANTOR ARE THE
NAMES AND ADDRESSES OF ALL PERSONS OTHER THAN SUCH GRANTOR THAT HAVE POSSESSION
OF ANY OF THE COLLATERAL OF SUCH GRANTOR:
Grantor
Mailing Address
County
State
3.
UNUSUAL TRANSACTIONS.
OTHER THAN AS
SET FORTH ON SCHEDULE 3 ATTACHED HERETO, ALL ACCOUNTS HAVE BEEN ORIGINATED BY
THE GRANTORS AND ALL INVENTORY HAS BEEN ACQUIRED BY THE GRANTORS IN THE ORDINARY
COURSE OF BUSINESS.
4.
UCC FILINGS.
FINANCING STATEMENTS IN
SUBSTANTIALLY THE FORM OF SCHEDULE 4 HERETO HAVE BEEN PREPARED FOR FILING IN THE
PROPER UNIFORM COMMERCIAL CODE FILING OFFICE IN THE JURISDICTION IN WHICH EACH
GRANTOR IS LOCATED AS SET FORTH WITH RESPECT TO SUCH GRANTOR IN SECTION 2
HEREOF.
5.
SCHEDULE OF FILINGS.
ATTACHED HERETO
AS SCHEDULE 5 IS A SCHEDULE SETTING