SECURITY FOR PURPOSES OF THE
UCC, THE PROCEDURE SET FORTH IN SECTION 3.2(A)(I) HEREOF AND (2) IF SUCH
PARTNERSHIP INTEREST OR LIMITED LIABILITY COMPANY INTEREST IS NOT REPRESENTED 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 WITH A STATED PRINCIPAL AMOUNT IN EXCESS
OF $100,000 SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND
WITH RESPECT TO ANY NOTE IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
PHYSICAL DELIVERY OF SUCH NOTE TO THE PLEDGEE, INDORSED TO THE PLEDGEE OR
INDORSED IN BLANK; AND
(VI)
AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, WITH
RESPECT TO CASH, TO THE EXTENT NOT OTHERWISE PROVIDED FOR IN THE SECURITY
AGREEMENT, (I) ESTABLISHMENT BY THE PLEDGEE OF A CASH ACCOUNT IN THE NAME OF
SUCH PLEDGOR OVER WHICH THE PLEDGEE SHALL HAVE "CONTROL" WITHIN THE MEANING OF
THE UCC (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.
(B)
IN ADDITION TO THE ACTIONS REQUIRED TO BE TAKEN PURSUANT TO
PRECEDING SECTION 3.2(A) HEREOF, 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 (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(A) OF THE UCC).
EACH PLEDGOR ALSO HEREBY RATIFIES ITS
AUTHORIZATION FOR PLEDGEE TO HAVE FILED IN ANY UNIFORM COMMERCIAL CODE
JURISDICTION ANY INITIAL FINANCING STATEMENTS OR AMENDMENTS THERETO IF FILED
PRIOR TO THE DATE HEREOF.
3.3
SUBSEQUENTLY ACQUIRED COLLATERAL. SUBJECT TO THE LAST SENTENCE OF
SECTION 3.1 HEREOF, IF ANY PLEDGOR SHALL ACQUIRE (BY PURCHASE, STOCK DIVIDEND OR
OTHERWISE) ANY
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ADDITIONAL COLLATERAL AT ANY TIME OR FROM TIME TO