BY A CERTIFICATE OR IS NOT A
SECURITY FOR PURPOSES OF THE UCC, THE PROCEDURE SET FORTH IN
SECTION 3.2(A)(II) HEREOF;
(V)
WITH RESPECT TO ANY NOTE, PHYSICAL DELIVERY
OF SUCH NOTE TO THE PLEDGEE, INDORSED TO THE PLEDGEE OR INDORSED IN BLANK; AND
(VI)
WITH RESPECT TO CASH PROCEEDS FROM ANY OF THE
COLLATERAL DESCRIBED IN SECTION 3.1 HEREOF (EXCEPT AS MAY OTHERWISE BE PROVIDED
IN THE CREDIT AGREEMENT OR U.S. SECURITY AGREEMENT), (I) ESTABLISHMENT BY THE
PLEDGEE OF A CASH ACCOUNT IN THE NAME OF SUCH PLEDGOR OVER WHICH THE PLEDGEE
SHALL HAVE EXCLUSIVE AND ABSOLUTE CONTROL AND DOMINION (AND NO WITHDRAWALS OR
TRANSFERS MAY BE MADE THEREFROM BY ANY PERSON EXCEPT WITH THE PRIOR WRITTEN
CONSENT OF THE PLEDGEE) AND (II) DEPOSIT OF SUCH CASH IN SUCH CASH ACCOUNT.
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(B)
IN ADDITION TO THE ACTIONS REQUIRED TO BE
TAKEN PURSUANT TO PRECEDING SECTION 3.2(A), EACH PLEDGOR SHALL TAKE THE
FOLLOWING ADDITIONAL ACTIONS WITH RESPECT TO THE SECURITIES AND COLLATERAL:
(I)
WITH RESPECT TO ALL COLLATERAL OF SUCH
PLEDGOR WHEREBY OR WITH RESPECT TO WHICH THE PLEDGEE MAY OBTAIN "CONTROL"
THEREOF WITHIN THE MEANING OF SECTION 8-106 OF THE UCC (OR UNDER ANY PROVISION
OF THE UCC AS SAME MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, OR UNDER
THE LAWS OF ANY RELEVANT STATE OTHER THAN THE STATE OF NEW YORK), THE RESPECTIVE
PLEDGOR SHALL TAKE ALL ACTIONS AS MAY BE REQUESTED FROM TIME TO TIME BY THE
PLEDGEE SO THAT "CONTROL" OF SUCH COLLATERAL IS OBTAINED AND AT ALL TIMES HELD
BY THE PLEDGEE; AND
(II)
EACH PLEDGOR SHALL FROM TIME TO TIME CAUSE
APPROPRIATE FINANCING STATEMENTS (ON FORM UCC-1 OR OTHER APPROPRIATE FORM) UNDER
THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE VARIOUS RELEVANT STATES,
COVERING ALL COLLATERAL HEREUNDER (WITH THE FORM OF SUCH FINANCING STATEMENTS TO
BE SATISFACTORY TO THE PLEDGEE), TO BE FILED IN THE RELEVANT FILING OFFICES SO
THAT AT ALL TIMES THE PLEDGEE HAS A SECURITY INTEREST IN ALL INVESTMENT PROPERTY
AND OTHER COLLATERAL WHICH IS PERFECTED BY THE FILING OF SUCH FINANCING
STATEMENTS (IN EACH CASE TO THE MAXIMUM EXTENT PERFECTION BY FILING MAY BE
OBTAINED UNDER THE LAWS OF THE RELEVANT STATES, INCLUDING, WITHOUT LIMITATION,
SECTION 9-312 OF THE UCC).
3.3.
Subsequently Acquired Collateral.
If any Pledgor shall acquire (by
purchase, stock dividend or similar distribution or otherwise) any additional
Collateral at any time or from time to time after the Amendment and Restatement
Effective Date, such Collateral shall automatically (and without any further
action being required to be taken) be subject to the pledge and security
interests created pursuant to Section 3.1 hereof and, furthermore, the
respective Pledgor will promptly thereafter take (or cause to be taken) all
action with respect to such Collateral in accordance with the procedures set
forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee
(i) a certificate executed by a principal executive officer of such Pledgor
describing such Collateral and certifying that the same has