THE COLLATERAL AGENT AN
OPINION OF COUNSEL CONFIRMING SUCH PLEDGE AND PERFECTION THEREOF, IF THE VALUE
OF SUCH PLEDGED SECURITIES EXCEEDS $100,000.
SECTION 3.3.
FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF
PERFECTED SECURITY INTEREST.
EACH PLEDGOR REPRESENTS AND WARRANTS THAT ALL
FILINGS NECESSARY TO PERFECT THE SECURITY INTEREST GRANTED BY IT TO THE
COLLATERAL AGENT IN RESPECT OF THE COLLATERAL HAVE BEEN DELIVERED TO THE
COLLATERAL AGENT IN COMPLETED AND, TO THE EXTENT NECESSARY OR APPROPRIATE, DULY
EXECUTED FORM FOR FILING IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE
SPECIFIED IN SCHEDULE 6 ANNEXED TO THE PERFECTION CERTIFICATE.
EACH PLEDGOR
AGREES THAT AT THE SOLE COST AND
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EXPENSE OF THE PLEDGORS, (I) SUCH PLEDGOR WILL MAINTAIN THE SECURITY INTEREST
CREATED BY THIS AGREEMENT IN THE COLLATERAL AS A PERFECTED FIRST PRIORITY
SECURITY INTEREST AND SHALL DEFEND SUCH SECURITY INTEREST AGAINST THE CLAIMS AND
DEMANDS OF ALL PERSONS EXCEPT PERMITTED COLLATERAL LIENS, WHICH ARE PERMITTED TO
BE PRIOR TO THE LIENS CREATED BY THIS AGREEMENT AND (II) AT ANY TIME AND FROM
TIME TO TIME THE PLEDGOR SHALL PROMPTLY AND DULY EXECUTE AND DELIVER, AND FILE
AND HAVE RECORDED, SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER
ACTION AS NECESSARY FOR THE PURPOSE OF OBTAINING THE FULL BENEFITS OF THIS
AGREEMENT AND THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING THE FILING OF ANY
FINANCING STATEMENTS, CONTINUATION STATEMENTS AND OTHER DOCUMENTS (INCLUDING
THIS AGREEMENT) UNDER THE UNIFORM COMMERCIAL CODE (OR OTHER SIMILAR LAWS) IN
EFFECT IN ANY JURISDICTION WITH RESPECT TO THE SECURITY INTEREST CREATED HEREBY
AND THE EXECUTION AND DELIVERY OF CONTROL AGREEMENTS, IN SUCH OFFICES (INCLUDING
THE UNITED STATES PATENT AND TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT
OFFICE) WHEREVER REQUIRED BY LAW TO PERFECT, CONTINUE AND MAINTAIN A VALID,
ENFORCEABLE, SECURITY INTEREST IN THE COLLATERAL AS PROVIDED HEREIN AND TO
PRESERVE THE OTHER RIGHTS AND INTERESTS GRANTED TO THE COLLATERAL AGENT
HEREUNDER, AS AGAINST THIRD PARTIES, WITH RESPECT TO THE COLLATERAL.
SECTION 3.4.
OTHER ACTIONS.
IN ORDER TO FURTHER INSURE THE ATTACHMENT,
PERFECTION AND PRIORITY OF, AND THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE,
THE COLLATERAL AGENT'S SECURITY INTEREST IN THE COLLATERAL, EACH PLEDGOR
REPRESENTS AND WARRANTS (AS TO ITSELF) AS FOLLOWS AND AGREES, IN EACH CASE AT
SUCH PLEDGOR'S OWN EXPENSE, TO TAKE THE FOLLOWING ACTIONS WITH RESPECT TO THE
FOLLOWING COLLATERAL:
(a)
Instruments and Tangible Chattel Paper.
(i)
No amounts payable
under or in connection with any of the Collateral are evidenced by any
Instrument or Tangible Chattel Paper other than such Instruments and Tangible
Chattel Paper listed in Schedule 11 annexed to the Perfection Certificate and
(ii) each Instrument and each item of Tangible Chattel Paper listed in
Schedule 11 annexed to the Perfection Certificate has been properly endorsed,
assigned and delivered to the Collateral Agent, accompanied by instruments of
transfer or assignment duly executed in blank.
If any amount then payable under
or in connection with any of the Collateral shall be evidenced by any Instrument
or Tangible Chattel Paper, and such