AND DELIVERED AND WILL PROMPTLY FOLLOWING THE DATE HEREOF RECORD AND
REGISTER, ANY AND ALL PLEDGES, CHARGES AND OTHER INSTRUMENTS NECESSARY TO CREATE
VALID, CONTINUING, PERFECTED LIENS (OR THE EQUIVALENT RIGHTS UNDER THE
APPLICABLE LAWS OF THE RELEVANT FOREIGN JURISDICTIONS) ON SUCH PLEDGED STOCK IN
FAVOR OF THE COLLATERAL AGENT, FOR THE BENEFIT OF THE COLLATERAL AGENT AND THE
SECURED PARTIES, SUBJECT TO SECTION 1.2.
SECTION 2.2.
NECESSARY FILINGS.
ALL DOCUMENTS AND INSTRUMENTS FOR ALL
FILINGS, REGISTRATIONS AND RECORDINGS NECESSARY OR APPROPRIATE TO CREATE,
PRESERVE, PROTECT AND PERFECT THE SECURITY INTERESTS GRANTED BY THE ASSIGNORS TO
THE COLLATERAL AGENT HEREBY IN RESPECT OF THE COLLATERAL HAVE BEEN DELIVERED BY
THE ASSIGNORS TO THE COLLATERAL AGENT, AND, UPON THE COLLATERAL AGENT'S
ACCOMPLISHING OF ALL SUCH FILINGS, REGISTRATIONS AND RECORDINGS, THE SECURITY
INTERESTS GRANTED TO THE COLLATERAL AGENT PURSUANT TO THIS AGREEMENT IN AND TO
THE COLLATERAL CONSTITUTE OR SHALL CONSTITUTE PERFECTED SECURITY INTERESTS
THEREIN PRIOR TO THE RIGHTS OF ALL OTHER PERSONS THEREIN AND SUBJECT TO NO OTHER
LIENS EXCEPT FOR PERMITTED LIENS AND IS OR SHALL BE ENTITLED TO ALL THE RIGHTS,
PRIORITIES AND BENEFITS AFFORDED BY THE CODE OR OTHER RELEVANT LAW AS ENACTED IN
ANY RELEVANT JURISDICTION TO PERFECTED SECURITY INTERESTS; PROVIDED, HOWEVER,
THAT THE PARTIES AGREE THAT NO ASSIGNOR SHALL HAVE ANY OBLIGATION HEREUNDER TO
TAKE ANY ACTIONS TO PERFECT THE SECURITY INTERESTS GRANTED BY SUCH ASSIGNOR TO
THE COLLATERAL AGENT HEREUNDER IN ANY EXCLUDED FOREIGN OR TRANSPORTATION ASSETS.
SECTION 2.3.
NO LIENS.
EACH ASSIGNOR IS, AND AS TO COLLATERAL
ACQUIRED BY IT FROM TIME TO TIME AFTER THE DATE HEREOF, WILL BE, THE OWNER OF OR
OTHERWISE HAS THE RIGHT TO USE ALL COLLATERAL FREE FROM ANY LIEN, SECURITY
INTEREST, ENCUMBRANCE OR OTHER RIGHT, TITLE OR INTEREST OF ANY PERSON (OTHER
THAN LIENS CREATED HEREBY AND PERMITTED LIENS), AND SUCH ASSIGNOR SHALL DEFEND
THE COLLATERAL AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS AT ANY TIME
CLAIMING THE SAME OR ANY INTEREST THEREIN ADVERSE TO THE COLLATERAL AGENT.
SECTION 2.4.
OTHER FINANCING STATEMENTS.
AS OF THE DATE HEREOF, THERE
IS NO FINANCING STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF REGISTRATION
UNDER THE LAW OF ANY JURISDICTION) ON FILE OR OF RECORD IN ANY RELEVANT
JURISDICTION COVERING OR PURPORTING TO COVER ANY INTEREST OF ANY KIND IN THE
COLLATERAL, EXCEPT FOR (I) THOSE EVIDENCING PERMITTED LIENS AND (II) FINANCING
STATEMENTS FOR WHICH VALID TERMINATION STATEMENTS HAVE BEEN PREVIOUSLY FILED OR
DELIVERED TO THE COLLATERAL AGENT ON THE DATE HEREOF AND, SO LONG AS ANY OF THE
OBLIGATIONS ARE IN EFFECT, NO ASSIGNOR WILL EXECUTE OR AUTHORIZE TO BE FILED IN
ANY PUBLIC OFFICE ANY FINANCING STATEMENT (OR SIMILAR STATEMENT OR INSTRUMENT OF
REGISTRATION UNDER THE LAW OF ANY JURISDICTION) OR STATEMENTS RELATING TO THE
COLLATERAL, EXCEPT FINANCING STATEMENTS FILED OR TO BE FILED IN RESPECT OF AND
COVERING THE SECURITY INTERESTS GRANTED HEREBY BY SUCH ASSIGNOR OR FOR THOSE
EVIDENCING PERMITTED LIENS.
SECTION 2.5.
CHIEF EXECUTIVE OFFICE; RECORDS.
THE CHIEF EXECUTIVE
OFFICE OF EACH ASSIGNOR IS LOCATED