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3.3 Valid, Perfected First Priority Liens. The security interests granted pursuant to this <br />Agreement constitute a legal and valid security interest in favor of the Administrative Agent, for the <br />benefit of the Secured Parties, securing the payment and performance of the Pledgor's Secured <br />Obligations and upon completion of the flings and other actions specified on Schedule 2 (all of which, in <br />the case of all flings and other documents referred to on said Schedule, have been delivered to the <br />Administrative Agent in duly completed and duly executed form, as applicable, and may be filed by the <br />Administrative Agent at any time) and payment of all filing fees, will constitute fully perfected security <br />interests in all of the Collateral prior to all other Liens on the Collateral except for non-consensual Liens <br />arising by operation of law and >l ari passu Permitted Liens under Sections 7.01(t) and 7.01 M of the <br />Credit Agreement. To the extent requested by the Administrative Agent, the Pledgor has taken all actions <br />necessary, including without limitation those specified in Section 4.2 to establish the Administrative <br />Agent's "control" (within the meanings of Sections 8-106 and 9-106 of the UCC) over any portion of the <br />Collateral constituting Certificated Securities or Uncertificated Securities. <br />3.4 Name; Jurisdiction of Organization, Etc. As of the Closing Date, (a) the Pledgor's exact <br />legal name (as indicated on the public record of the Pledgor's jurisdiction of formation or organization), <br />jurisdiction of organization and the location of the Pledgor's chief executive office or sole place of <br />business are specified on Schedule 3; (b) the Pledgor is organized solely under the law of the jurisdiction <br />so specified and has not filed any certificates of domestication, transfer or continuance in any other <br />jurisdiction; (c) except as otherwise indicated on Schedule 3, the jurisdiction of the Pledgor's <br />organization or formation is required to maintain a public record showing the Pledgor to have been <br />organized or formed; (d) except as specified on Schedule 3, it has not changed its name, jurisdiction of <br />organization, chief executive office or sole place of business (if applicable) or its corporate structure in <br />any way (e.g. by merger, consolidation, change in corporate form or otherwise) within the past five years <br />and has not within the last five years become bound (whether as a result of merger or otherwise) as <br />Pledgor under a security agreement entered into by another Person, which has not heretofore been <br />terminated; and (e) unless otherwise stated on Schedule 3, the Pledgor is not a transmitting utility as <br />defined in UCC § 9-102(a)(80). <br />3.5 Pledged Stock. (a) Schedule 1 hereto sets forth all of the Initial Pledged Stock owned by the <br />Pledgor and such Pledged Stock constitutes 100% of the issued and outstanding Equity Interests of the <br />Issuer. All of the shares of the Pledged Stock have been duly and validly issued and are fully paid and <br />nonassessable. <br />(b) None of the Pledged Stock is credited to any Securities Account. <br />(c) There are no outstanding warrants, options or other rights to purchase, or shareholder, voting <br />trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires <br />the issuance or sale of, any Pledged Stock. <br />NY\5929604.13 <br />