exv4wd







Exhibit 4(d)




INDENTURE COLLATERAL AGREEMENT




          INDENTURE COLLATERAL AGREEMENT, dated as of April 8, 2010, made by each of the signatories
hereto (together with any other entity that may become a party hereto as provided herein, the
“Grantors”), in favor of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (“BNYM”),
as collateral agent (together with any successor collateral agent, the “Collateral Agent”)
for the benefit of the Indenture Claimholders (as defined below):




W I T N E S S E T H:




          WHEREAS, Stratus Technologies, Inc., a Delaware corporation
(the “U.S. Borrower”), Stratus Technologies Bermuda Ltd. (the “Bermuda Borrower” and together
with the U.S. Borrower, the “Borrowers”), the Grantors, the Collateral Agent and BNYM, as
trustee (the “Trustee”), have entered into the Indenture, dated as of the date hereof (as
amended, supplemented or otherwise modified from time to time, the “Indenture”), providing
for the authentication and delivery of notes (the “Notes”) issued by the Borrowers, and
each Grantor (other than the Bermuda Borrower) is guaranteeing the Bermuda Borrower’s obligations
under the Bermuda Notes and each Grantor (other than the U.S. Borrower) is guaranteeing the U.S.
Borrower’s obligations under the U.S. Notes, in each case pursuant to the Note Guarantee;




          WHEREAS, in order to induce the Noteholders to purchase the Notes, the Grantors have agreed to
grant a continuing security interest in and to the Collateral (as hereinafter defined) in order to
secure the prompt and complete payment, observance and performance of the Obligations (as
hereinafter defined); and




          WHEREAS, in order to secure the obligations under the Revolving Credit Agreement (as defined
herein), the Grantors are concurrently granting to the Super Priority Agent under the Super
Priority Collateral Agreement (as defined herein) for the benefit of the Super Priority
Claimholders, a first priority security interest in the Collateral, it being understood that the
relative rights and priorities of the grantees in respect of the Collateral are governed by the
Intercreditor Agreement (as defined herein).




          NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent to enter
into the Indenture and the Noteholders to purchase the Notes, each Grantor hereby agrees with the
Collateral Agent, for the ratable benefit of the Indenture Claimholders, as follows:




     1. Defined Terms. Unless otherwise defined herein or in the preamble or
recitals hereto, terms which are defined in the Indenture and used herein are so used
as so defined; the following terms which are defined in Article 8 or Article 9, as
applicable, of the Uniform Commercial Code in effect in the State of New York on the
date hereof are used herein as so defined: Certificated Security, Chattel Paper,
Commercial Tort Claims, Deposit Account, Documents, Farm Products, Goods, Instruments,
Inventory, Letter of Credit Rights, Money, Securities Account, and Supporting
Obligation; and the following terms shall have the following meanings:



          “Accounts” means all accounts as defined in the Code and, regardless
of whether constituting accounts as defined in the Code, all accounts receivable, book
debts, notes, drafts,




 









 




instruments, documents, acceptances and other forms of obligations now owned or hereafter received
or acquired by or belonging or owing to any Grantor (including under any trade names, styles or
divisions thereof) whether arising out of personal property owned or leased by it, Goods sold by it
or services rendered by it or from any other transaction, whether or not the same involves the
lease of personal property, sale of Goods or performance of services by such Grantor (including,
without limitation, any such obligation which would be characterized as an account, general
intangible or chattel paper under the Code) and all of such Grantor’s rights in, to and under all
purchase orders now owned or hereafter received or acquired by it for Goods or services, and all of
such Grantor’s rights to any Goods represented by any of the foregoing (including returned or
repossessed Goods and unpaid seller’s rights) and all moneys due or to become due to such Grantor
under all contracts for the sale of Goods and/or the performance of services by it (whether or not
yet earned by performance), under any lease of real or personal property (to the extent the grant
of such a security interest is permitted by applicable law and is not prohibited by such lease), or
under any franchise agreement, or in connection with any other transaction, now in existence or
hereafter arising, including without limitation the right to receive the proceeds of said purchase
orders and contracts and rents under such leases, and all collateral security and guarantees of any
kind given by any Person with respect to any of the foregoing.




          “Agreement” means this Indenture Collateral Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.




          “Bankruptcy Code” has the meaning assigned to that term in Section 24.




          “Bermuda Borrower” has the meaning assigned to that term in the Recitals.




          “Bermuda Holdings” means Stratus Technologies Bermuda Holdings Ltd.




          “BNYM” has the meaning assigned to that term in the Preamble.




          “Borrower Obligations” means the unpaid principal amount of, and interest on
(including interest accruing on or after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to any Grantor, whether
or not a claim for such post-filing or post-petition interest is allowed) the Notes and all other
obligations and liabilities of each Grantor to the Collateral Agent, the Trustee or the
Noteholders, whether direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection with, the
Indenture, the Notes, the other Indenture Documents and any other document executed and delivered
or given in connection therewith or herewith, whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all
reasonable fees and disbursements of counsel to the Collateral Agent, the Trustee or the
Noteholders that are required to be paid by each pursuant to the terms of the Indenture) or
otherwise.




          “Borrowers” has the meaning assigned to that term in the Recitals.




          “Code” means the Uniform Commercial Code as from time to time in effect in the State
of New York.






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          “Collateral” means, collectively, the General Collateral and the Non-U.S. Collateral.




          “Contract” means, with respect to an Account, any agreement relating to the terms of
payment or the terms of performance thereof, including, without limitation, (a) all rights of each
Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (b)
all rights of each Grantor to damages arising out of, or for, breach or default in respect thereof
and (c) all rights of each Grantor to perform and to exercise all remedies thereunder.




          “Copyright License” means any agreement, whether written, oral or electronic naming
any Grantor, as licensor or licensee, granting any right to use any Copyright including, without
limitation, any referred to in Schedule I hereto.




          “Copyrights” means all of the following to the extent any Grantor now or hereafter has
any right, title or interest therein: (a) all domestic and foreign copyrights including but not
limited to copyright in software and database, and all Mask Works (as defined in 17 USC 101)
whether registered or unregistered and all registrations and applications therefor, including,
without limitation, any referred to in Schedule I hereto, (b) all renewals and extensions of such
copyrights, and (c) the right to sue for infringement of any of the foregoing.




          “Discharge of Super Priority Obligations” has the meaning set forth in the
Intercreditor Agreement.




          “Domestic Entity” means each Domestic Subsidiary directly or indirectly wholly-owned
by Bermuda Holdings, including, without limitation, the U.S. Borrower.




          “Domestic Subsidiary” means, as to any Person, any Subsidiary of such Person other
than a Foreign Subsidiary of such Person.




          “Enforcement Action” means any foreclosure or other enforcement of any of the
Intellectual Property Security Interest in Intellectual Property Rights or other transfer of any of
the Intellectual Property Rights in connection with the enforcement of the Intellectual Property
Security Interest.




          “Equipment” means all machinery, equipment and furniture except Vehicles, now owned or
hereafter acquired by any Grantor or in which any Grantor now has or hereafter may acquire any
right, title or interest and any and all additions, substitutions and replacements thereof,
wherever located, together with all attachments, components, parts, equipment and accessories
installed therein or affixed thereto, including, but not limited to, all equipment as defined in
Section 9-102(a)(33) of the Code.




          “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.




          “Foreign Entity” means Bermuda Holdings, the Bermuda Borrower and each Foreign
Subsidiary of Bermuda Holdings.






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          “Foreign Subsidiary” means, as to any Person, any Subsidiary of such Person which is
not organized under the laws of the United States or any state thereof or the District of Columbia.




          “Foreign Subsidiary Voting Stock” means the voting Capital Stock of any Foreign
Subsidiary.




          “General Collateral” has the meaning assigned to that term in Section 2.




          “General Intangibles” has the meaning given to it in the Code and includes, whether or
not so included in such meaning, any franchise agreements or rights in favor of or granted by any
Grantor to know-how, trade secrets, product or service development ideas and designs, advertising
commercials, renderings, strategies and plans, blueprints, architectural drawings, site location,
personnel and franchisee information, proprietary information, computer and software technology and
programs, contracts with distributors, and any similar items, all interest rate, foreign currency
or similar agreements and general intangibles attributable to the Capital Stock of each Subsidiary.




          “Governmental Authority” means any nation or government, any state or other political
subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.




          “Grantors” has the meaning assigned to that term in the Preamble.




          “Guarantor Obligations” means all obligations and liabilities of each Grantor (to the
extent not constituting Borrower Obligations) which may arise under, out of, or in connection with
this Agreement, the Indenture, the Notes or any other Indenture Document to which such Grantor is a
party, in each case whether on account of guarantee obligations, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all fees and
disbursements of counsel to the Collateral Agent, the Trustee or the Noteholders that are required
to be paid by such Grantor pursuant to the terms of any of the foregoing agreements).




          “Indemnitee” has the meaning assigned to that term in Section 5(b).




          “Indenture” has the meaning assigned to that term in the Recitals.




          “Indenture Claimholders” shall mean the Trustee, the Collateral Agent and the
Noteholders and shall include, without limitation, all former agents, trustees and Noteholders to
the extent that any Obligations owing to such Persons were incurred while such Persons were the
Trustee, Collateral Agent or Noteholders and such Obligations have not been paid or satisfied in
full.




          “Intellectual Property” means the collective reference to all rights, priorities and
privileges relating to any intellectual property, whether arising under United States or foreign
laws or otherwise, including, (a) all Patents, Copyrights, and Trademarks, (b) all inventions,
improvements thereto, domain names, trade secrets, know how, show how, confidential business
information (including all ideas, research and development, formulas, compositions, manufacturers
and product processes and techniques, technical data, designs, drawings,






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specifications, research records, records of inventions, test information, customer and supplier
lists, pricing and cost information, and business and monetary plans and proposals), (c) all rights
to sue at law or in equity for any past, present, and future infringement, misappropriation,
dilution, or other violation thereof, (d) all Licenses, (e) all Proceeds of the foregoing,
including royalties, income, payments, claims, damages, and Proceeds of suit, and (f) all other
rights accruing thereunder or pertaining thereto.




          “Intellectual Property Rights” means certain intellectual property rights of the Grantors, as
expressly licensed to the Licensee by the Bermuda Borrower pursuant to the NEC License.




          “Intellectual Property Security Interest” means the pledge by the Grantors and the
Borrowers pursuant to the Indenture Documents of their right, title, and interest in the
intellectual property rights of such Grantors and Borrowers, including the Intellectual Property
Rights.




          “Intellectual Property Transferee” has the meaning assigned to that term in Section
25.




          “Intercreditor Agreement” means that certain Amended and Restated Intercreditor
Agreement dated as of the date hereof among the Trustee, the Collateral Agent, the Borrowers, the
Super Priority Agent under the Revolving Facilities and the Second Priority Agent under the Second
Lien Facilities (as amended, modified, restated and/or supplemented from time to time).




          “Investment Property” means (a) all “investment property” as such term is defined in
Section 9-102(a)(49) of the Code and (b) whether or not constituting “investment property” as so
defined, all Pledged Notes and all Pledged Stock.




          “Issuers” means (a) the companies identified on Schedule IV hereto as the
issuers of the Pledged Notes and any successors to any such companies, (b) the companies identified
on Schedule V hereto as the issuers of the Pledged Stock, (c) any other Subsidiaries of
Bermuda Holdings created or acquired after the date hereof the equity of which is required to be
pledged by this Agreement or Section 5.17 (Additional Subsidiary Guarantors) of the Indenture and
(d) any other issuer of any Investment Property; individually, each an “Issuer”.




          “License” means any agreement, whether written or oral, providing for the grant by or
to any Grantor of any right in, to or under any Intellectual Property, including any Copyright
License, Patent License or Trademark License.




          “Licensee” means the NEC Corporation.




          “NEC License” means the Collaboration and Licensing Agreement, dated November 25,
2005, between the Bermuda Borrower and Licensee (as amended, modified, restated and/or supplemented
from time to time) pursuant to which the Bermuda Borrower licensed the Intellectual Property Rights
to Licensee.




          “Non-U.S. Collateral” has the meaning assigned to that term in Section 2.






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          “Non-U.S. Obligations” means the Obligations, other than the Obligations of any
Domestic Entity and Guarantor Obligations under the Note Guarantee in respect thereof.




          “Noteholders” means the “Holders” under the Indenture.




          “Notes” has the meaning assigned to that term in the
Recitals.




          “Obligations” means the Borrower Obligations and the Guarantor Obligations. For the
avoidance of doubt, the term Obligations shall include Non-U.S. Obligations.




          “Patent License” means any agreement, whether written, oral or electronic, providing
for the grant by or to any Grantor of any right to manufacture, use or sell any invention or any
other right covered in whole or in part by a Patent, including, without limitation, any Patent
referred to in Schedule II hereto.




          “Patents” means all United States and foreign registered patents and certificates of
invention, or similar industrial property rights, and applications for any of the foregoing,
including, but not limited to: (i) each patent and patent application referred to on Schedule
II hereto (as such schedule may be amended or supplemented from time to time), (ii) all
reissues, divisions, continuations-in-part, extensions, renewals, and reexaminations thereof, (iii)
all rights corresponding thereto throughout the world, (iv) all inventions and improvements
described therein, (v) all rights to sue for past, present and future infringements thereof, (vi)
all licenses, claims, damages, and proceeds of suit arising therefrom, and (vii) all Proceeds of
the foregoing, including, without limitation, licenses, royalties, income, payments, claims,
damages, and proceeds of suit.




          “Pledged
Notes” means all promissory notes listed on
Schedule IV hereto, and any other
promissory note issued to or held by any Grantor (other than promissory notes issued in connection
with extensions of trade credit by such Grantor (other than to a Subsidiary of such Grantor) in the
ordinary course of business and Undelivered Notes) required to be pledged pursuant to this
Agreement.




          “Pledged Stock” means the shares of Capital Stock listed on Schedule V hereto,
together with all stock certificates, options or rights of any nature whatsoever that may be issued
or granted by any Issuer to any Grantor and that are required by this Agreement or the Indenture to
be pledged hereunder while this Agreement is in effect; provided, that to the extent that
any pledge of Foreign Subsidiary Voting Stock of any Foreign Subsidiary of a Domestic Entity is
made hereunder to support the U.S. Obligations it shall be limited to no more than 65% of such
Foreign Subsidiary Voting Stock.




          “Proceeds” means “proceeds”, as such term is defined in Section 9-102(a)(64) of the
Code and, to the extent not included in such definition, shall include, without limitation, (a) any
and all proceeds of any insurance, indemnity, warranty, guaranty or letter of credit payable to any
Grantor, from time to time with respect to any of the Collateral, (b) all payments (in any form
whatsoever) paid or payable to any Grantor from time to time in connection with any taking of all
or any part of the Collateral by any Governmental Authority or any Person acting under color of
Governmental Authority, (c) all judgments in favor of any Grantor in respect of the Collateral, (d)
all dividends or other income from the Investment Property, collections thereon or






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distributions or payments with respect thereto and (e) all other amounts from time to time paid or
payable or received or receivable under or in connection with any of the Collateral.




          “Required Holders” means the holders of a majority in aggregate principal amount of
the then outstanding Notes.




          “Requirement of Law” means, as to any Person, the Articles or Certificate of
Incorporation and By-Laws or other organizational or governing documents of such Person, and any
law, treaty, rule or regulation, order, or determination of an arbitrator or a court or other
Governmental Authority, in each case, applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.




          “Revolving Credit Agreement” means that certain Revolving Credit Agreement entered
into as of the date hereof among the U.S. Borrower, the Bermuda Borrower, Bermuda Holdings, the
lenders from time to time parties thereto, Jefferies Finance LLC, as administrative agent, sole
lead arranger and sole bookrunner, and Jefferies Finance LLC, as syndication agent.




          “Revolving Facilities” means the revolving credit facility under the Revolving Credit
Agreement.




          “SEC” means the Securities and Exchange Commission, or any successor agency thereto.




          “Second Lien Credit Agreement” means that certain First Amended and Restated Second
Lien Credit Agreement entered as of August 28, 2006 (as amended, modified, restated and/or
supplemented from time to time) among the Borrowers, the lenders party thereto, Goldman Sachs
Credit Partners L.P. and Deutsche Bank Securities Inc. as joint lead arrangers and joint
bookrunners, Goldman Sachs Credit Partners L.P. as syndication agent and the Second Priority Agent.




          “Second Lien Facilities” means the credit facility under the Second Lien Credit
Agreement.




          “Securities Act” means the Securities Act of 1933, as amended and the rules and
regulations promulgated thereunder.




          “Security Interest” has the meaning assigned to that term in Section
5(j).




          “Stock Issuer” means each Issuer of Pledged Stock.




          “Super Priority Agent” means Jefferies Finance LLC or any entity that succeeds
Jefferies Finance LLC as administrative agent under the Revolving Credit Agreement in accordance
with the terms thereof.




          “Super Priority Claimholders” has the meaning assigned to that term in the
Intercreditor Agreement.






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          “Super Priority Collateral Agreement” means the Super Priority First Lien Collateral
Agreement, dated as of the date hereof, executed and delivered by the Grantors.




          “Trademark License” means any agreement, whether written, oral or electronic,
providing for the grant by or to any Grantor of any right in or under any registered Trademark,
including, without limitation, those referred to in
Schedule III hereto.




          “Trademarks” means (a) all domestic and foreign registered trademarks, trade names,
corporate names, company names, business names, fictitious business names, trade styles, trade
dress, service marks, internet domain names, designs, logos and other source or business
identifiers, and the goodwill associated therewith, now existing or hereafter adopted or acquired,
all registrations and recordings thereof, and all applications and renewals in connection
therewith, whether in the United States Patent and Trademark Office or in any similar office or
agency of the United States, any state thereof or any other country or any political subdivision
thereof, or otherwise, including, without limitation, any thereof
referred to in Schedule III
hereto, (b) all renewals and extensions thereof, (c) any and all claims by Grantors against third
parties for any past, present or future infringement or dilution of any of the foregoing and (d)
all Proceeds of the foregoing, including, without limitation, licenses, royalties, income payments,
claims, damages and proceeds of suit.




          “Trustee” has the meaning assigned to that term in the Recitals.




          “Undelivered Notes” means any promissory notes issued to any Grantor and not delivered
to the Collateral Agent so long as the aggregate principal amount of all Undelivered Notes shall
not exceed, at any time, $1,000,000.




          “U.S. Borrower” has the meaning assigned to that term in the Recitals.




          “U.S. Obligations” means the Obligations, other than the Non-U.S. Obligations.
“Vehicles” means all cars, trucks, trailers and other vehicles covered by a certificate of title
law of any state.




     2. Grant of Security Interest.




     (a) As collateral security for the prompt and complete payment and performance when
due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, each
Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the
Collateral Agent, for the benefit of the Indenture Claimholders, a security interest in all
of the following property now owned or at any time hereafter acquired by such Grantor or in
which such Grantor now has or at any time in the future may acquire any right, title or
interest, excluding, however (x) Vehicles and (y) interests in “50/50” or minority owned
joint ventures to the extent and for so long as the documents governing such joint venture
interests prohibit the granting of a security interest therein (collectively, the
“General Collateral”):




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     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii)
the Commercial Tort Claims listed on Schedule VIII hereto;




     (iv) all Contracts;




     (v) all Documents;




     (vi) all Equipment;




     (vii) all General Intangibles;




     (viii) all Instruments;




     (ix) all Intellectual Property;




     (x) all Inventory;




     (xi) all Investment Property;




     (xii) all Letter of Credit Rights;




     (xiii) all Money;




     (xiv) all books and records pertaining to the Collateral;




     (xv) all other Goods and personal property of such Grantor, whether tangible or intangible and
whether now or hereafter owned by such Grantor, and wherever located; and




     (xvi) to the extent not otherwise included, all Supporting Obligations with respect to all of the
foregoing, all Proceeds and products of any and all of the foregoing and all collateral security
and guarantees given by any Person with respect to any of the foregoing;


provided, that (1) in no event shall the General Collateral include more than 65% of the
total outstanding Foreign Subsidiary Voting Stock of a Foreign Subsidiary of a Domestic Entity, (2)
notwithstanding any of the other provisions set forth in this Section 2(a), this Agreement shall
not constitute a grant of a security interest in any property to the extent that such grant of a
security interest is prohibited by any Requirement of Law of a Governmental Authority, requires a
consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is
prohibited by, or constitutes a breach or default under or results in the termination of or
requires any consent not obtained under, any contract, license, agreement, instrument or other
document evidencing or giving rise to such property or, in the case of any Investment Property,
Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the
extent that such Requirement of Law or the term in such contract, license, agreement, instrument or
other document or shareholder or similar agreement providing for such prohibition, breach, default
or termination or requiring such consent is ineffective under applicable law including,






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without limitation, Sections 9-406, 9-407, 9-408 or 9-409 of the Code, and (3) notwithstanding any
of the other provisions set forth in this Section 2(a), the General Collateral shall not include
any Capital Stock of any Subsidiary of Bermuda Holdings to the extent necessary for such Subsidiary
not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Exchange
Act, due to the fact that such Subsidiary’s Capital Stock secures the Notes or the Note Guarantee,
to file separate financial statements with the SEC (or any other governmental agency) but only for
so long as such requirement is in existence; provided, that neither Bermuda Holdings nor
any Subsidiary shall take any action in the form of a reorganization, merger or other restructuring
a principal purpose of which is to provide for the release of the Lien on any securities pursuant
to this clause (3). For avoidance of doubt, the General Collateral shall secure all Obligations
including, without limitation, the Non-U.S. Obligations.




          (b) As collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of the Non-U.S. Obligations, each
Grantor hereby assigns and transfers to the Collateral Agent, and hereby grants to the Collateral
Agent, for the benefit of the Indenture Claimholders, a security interest in all of the following
property now owned or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest, excluding, however,
interests in “50/50” or minority owned joint ventures to the extent and for so long as the
documents governing such joint venture interests prohibit the granting of a security interest
therein (collectively, the “Non-U.S. Collateral”):





Any Investment Property not pledged under Section 2(a) pursuant to clause (1) of the proviso
immediately following such subsection;


provided, that notwithstanding any of the other provisions set forth in this Section
2(b), the Non-U.S. Collateral shall not include any Capital Stock of any Subsidiary of Bermuda
Holdings to the extent necessary for such Subsidiary not to be subject to any requirement pursuant
to Rule 3-16 of Regulation S-X under the Exchange Act, due to the fact that such Subsidiary’s
Capital Stock secures the Notes or the Note Guarantee, to file separate financial statements with
the SEC (or any other governmental agency) but only for so long as such requirement is in
existence; provided, that neither Bermuda Holdings nor any Subsidiary shall take any action
in the form of a reorganization, merger or other restructuring a principal purpose of which is to
provide for the release of the Lien on any securities pursuant to this clause.




          Notwithstanding anything herein to the contrary, the liens and security interests granted to
the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the
Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement. In the
event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the
terms of the Intercreditor Agreement shall govern and control.




     3. Rights of Collateral Agent and Limitations on Collateral Agent’s and
Noteholders’ Obligations.



          (a) Each Grantor Remains Liable under Accounts, Licenses, Contracts, Etc. Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each of the
Accounts, Licenses and Contracts to observe and perform all the material conditions and






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obligations to be observed and performed by it thereunder, all in accordance with the terms of any
agreement giving rise to each such Account, License or Contract. Neither the Collateral Agent nor
any Indenture Claimholder shall have any obligation or liability under any Account, License or
Contract by reason of or arising out of this Agreement or the receipt by the Collateral Agent or
any Indenture Claimholder of any payment relating to such Account, License or Contract pursuant
hereto, nor shall the Collateral Agent or any Indenture Claimholder be obligated in any manner to
perform any of the obligations of any Grantor under or pursuant to any Account, License or
Contract, to make any payment, to make any inquiry as to the nature or the sufficiency of any
payment received by it or as to the sufficiency of any performance by any party under any Account,
License or Contract, or, with respect to any Collateral, to present or file any claim, to take any
action to enforce any performance or to collect the payment of any amounts which may have been
assigned to it or to which it may be entitled at any time or times.




          (b) Notice to Account Debtors and Contracting Parties. At any time after an Event of
Default has occurred and so long as such Event of Default shall be continuing, upon the request of
the Collateral Agent, acting at the direction of the Required Holders, the Grantor receiving such
request shall, and the Collateral Agent may, acting at the direction of the Required Holders (with
concurrent notice to such Grantor thereof), notify account debtors on the Accounts and parties to
the Contracts and Licenses that the Accounts, Contracts and Licenses have been assigned to the
Collateral Agent for the ratable benefit of the Indenture Claimholders and that payments in respect
thereof shall be made directly to the Collateral Agent. At any time after an Event of Default shall
have occurred and be continuing, the Collateral Agent may (but shall not be obligated to) in its
own name or in the name of others communicate with account debtors on the Accounts and parties to
the Contracts and Licenses to verify with them to its satisfaction the existence, amount and terms
thereof.




          (c) Verification of Accounts and Inventory. The Collateral Agent shall have the right,
at the direction of the Required Holders, to appoint at the cost and expense of the Grantors a firm
of independent public accountants to make test verifications of the Accounts and Inventory in any
reasonable manner and through any medium that such firm considers advisable, and each Grantor
agrees to furnish all such assistance and information as such firm may reasonably require in
connection therewith; provided, that, so long as no Event of Default shall have occurred
and be continuing, (i) any such verification shall be conducted in the name of the relevant Grantor
or in such other manner as shall not disclose the Collateral Agent’s identity or interest in the
Collateral and (ii) the Collateral Agent, through such firm, shall conduct such verification with
respect to any Grantor no more frequently than once per year and shall give the Borrower reasonable
advance notice thereof. The Collateral Agent may (but shall not be obligated to) after the
occurrence and during the continuance of an Event of Default in its own name or in the name of the
Noteholders communicate with account debtors in order to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any Accounts and/or Inventory. The Collateral Agent
shall be under no obligation to conduct any verification contemplated by this clause (c), except
through a firm of independent public accountants appointed as aforesaid, and the Collateral Agent
shall not be liable for the negligence or misconduct of any such firm.






11









 








     4. Representations and Warranties. Each Grantor hereby represents and
warrants that:



          (a) Power and Authority. Each Grantor has the corporate or limited liability company
power and authority and the legal right to execute and deliver, to perform its obligations under,
and to grant the Lien on the Collateral pursuant to, this Agreement and has taken all necessary
corporate or limited liability company actions to authorize its execution, delivery and performance
of, and grant of the Lien on the Collateral pursuant to, this Agreement.




          (b) Title; No Other Liens. Except for the Lien granted to the Collateral Agent for the
ratable benefit of the Indenture Claimholders pursuant to this Agreement and the other Liens
permitted to exist on the Collateral pursuant to the Indenture, each Grantor owns each item of the
Collateral free and clear of any and all Liens except Permitted Liens. No security agreement,
financing statement or other public notice with respect to all or any part of the Collateral is on
file or of record in any public office, except (i) such as may have been filed in favor of the
Collateral Agent, for the ratable benefit of the Indenture Claimholders, pursuant to this Agreement
or (ii) as may be permitted pursuant to the Indenture.




          (c) Perfected Liens. With respect to assets located in the United States or subject
to United States law, the Liens granted pursuant to this Agreement will (upon taking of the
applicable actions with respect thereto described in subclauses (i), (ii) and/or (iii) below)
constitute perfected Liens on the Collateral in favor of the Collateral Agent, for the ratable
benefit of the Indenture Claimholders, to the extent that (i) such Liens can be perfected by filing
a financing statement under the Uniform Commercial Code, as in effect in the relevant jurisdiction,
(ii) such Liens can be perfected by recording a security agreement with the United States Patent
and Trademark Office or the United States Copyright Office, or (iii) any Grantor is required to
deliver such Collateral to the Collateral Agent pursuant to Section 5(a) hereof, which are prior to
all other Liens on the Collateral created by such Grantor and in existence on the date hereof,
except for Liens permitted to exist on the Collateral pursuant to the Indenture, and which are
enforceable as such against all creditors of and purchasers from such Grantor.




          (d) Accounts and Records. The amount represented by each Grantor to the Collateral
Agent from time to time as owing by each account debtor or by all account debtors in respect of the
Accounts will at such time be the correct amount actually owing by such account debtor or debtors
thereunder in all material respects, subject to adjustments in the ordinary course of business. No
amount payable to such Grantor under or in connection with any Account, Contract or License in
excess of $1,000,000 is evidenced by any Instrument or Chattel Paper which has not been delivered
to the Super Priority Agent (so long as obligations under the Super Priority Loan Documents are
outstanding) or the Collateral Agent except for notes receivable from officers pursuant to
executive stock purchase plans and Pledged Notes that are not required to be delivered to the Super
Priority Agent on the date hereof pursuant to the Super Priority Loan Documents. The place where
each Grantor keeps its records concerning the Accounts and the other Collateral is located at an
address listed on Schedule VII hereto.




          (e) Consents. Each Contract and License is in full force and effect and, to the best
knowledge of each Grantor, constitutes a valid and legally enforceable obligation of the other
obligor in respect thereof or parties thereto, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of






12









 







creditors’ rights generally and, except to the extent that the failure of such Contract or License
to be in full force and effect or enforceable shall not have, and would not reasonably be expected
to result in, a material adverse effect on the business, assets or financial condition of Bermuda
Holdings and its Subsidiaries taken as a whole. No consent or authorization of, filing with or
other act by or in respect of any Governmental Authority is required in connection with the
execution, delivery, performance, validity or enforceability of any of the Accounts, Licenses or
Contracts by any party thereto other than those which have been duly obtained, made or performed,
are in full force and effect and do not subject the scope of any such Account, License or Contract
to any material adverse limitation, either specific or general in nature. No Grantor and (to the
best of such Grantor’s knowledge) no other party to any Account, License or Contract is in default
in the performance or observance of any of the material terms thereof. Each Grantor has fully
performed all its material obligations under each License and Contract to the extent such
obligations are required to be performed on or prior to the date hereof. The right, title and
interest of such Grantor in, to and under each Account, License and Contract are not subject to any
defense, offset, counterclaim or claim which would materially adversely affect the value of such
Account, License or Contract as Collateral, nor have any of the foregoing been asserted or alleged
against such Grantor as to any of the foregoing.




          (f) Inventory. The Inventory located in the United States is kept at the locations
listed on Schedule VI hereto, as amended or supplemented from time to time pursuant to this
Agreement, and any Inventory now or hereafter produced by any Grantor has been and will be produced
in compliance in all material respects with the requirements of the Fair Labor Standards Act, as
amended, and the rules and regulations thereunder.




          (g) Equipment. The Equipment located in the United States is kept at the locations
listed on Schedule VI hereto, as amended or supplemented from time to time pursuant to this
Agreement.




          (h) Chief Executive Office. Each Domestic Grantor’s chief executive office and chief
place of business is located at the address listed on Schedule VII hereto, as amended or
supplemented from time to time pursuant to Section 5(p) hereof.




          (i) Farm Products. None of the Collateral constitutes, or is the Proceeds of, Farm
Products.




          (j) Investment Property. The shares of Pledged Stock pledged by such Grantor
hereunder constitute all the issued and outstanding shares or interests of all classes of the
Capital Stock of each Stock Issuer owned by such Grantor or, in the case of Foreign Subsidiary
Voting Stock pledged by a Grantor that is a Domestic Entity in support of the U.S. Obligations, if
less, 65% of the outstanding Foreign Subsidiary Voting Stock of the relevant Stock Issuer. All the
shares of the Pledged Stock have been duly and validly issued and are fully paid and nonassessable.
To the best knowledge of such Grantor, each of the Pledged Notes pledged by such Grantor hereunder
constitutes a valid and legally enforceable obligation of the other obligor in respect thereof or
parties thereto, enforceable in accordance with its terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of
creditors’ rights generally. Such Grantor is the record and beneficial owner of, and has good and
marketable title to, the Investment Property pledged by it






13









 







hereunder, free of any and all Liens or options in favor of, or claims of, any other Person,
in each case, except for and subject to the Lien created by this Agreement and Permitted Liens.




          (k) Patents, Trademarks and Copyrights.





     (i) Schedule II hereto includes all material Patents and
Patent Licenses owned or held by each Grantor in its own name as of the
date hereof. Schedule III hereto includes all material registered
Trademarks and Trademark Licenses owned or held by each Grantor in its own
name as of the date hereof. Schedule I hereto includes all
material registered Copyrights and Copyright Licenses owned or held by
each Grantor in its own name as of the date hereof. Except as set forth
on Schedule II or Schedule III, to the best knowledge of
each Grantor, each material Patent and material registered Trademark is
valid, subsisting, unexpired and enforceable and has not been abandoned,
cancelled or dedicated to the public.




     (ii) Each Grantor owns, or has been granted the right to use,
pursuant to a valid and enforceable License, all Intellectual Property
necessary for and actually used in the conduct of its business.




     (iii) All licenses of each Grantor’s Trademarks are in force and, to
the best knowledge of such Grantor, not in default. No holding, decision
or judgment has been rendered by any Governmental Authority with respect
to any Patent or Trademark which would limit, cancel or question the
validity of any Patent or Trademark. Except as set forth on Schedule
II or Schedule III, no action or proceeding is pending or, to
the knowledge of such Grantor, threatened (A) seeking to limit, cancel or
question the validity of any material Patent or Trademark or such
Grantor’s ownership thereof, or (B) which, if adversely determined, would
have a material adverse effect on the value of any material Patent or
Trademark.



          (l) No Litigation. No litigation, investigation or proceeding of or before any
arbitrator or Governmental Authority is pending or, to the knowledge of any Grantor, threatened by
or against such Grantor or against any of its properties or revenues with respect to this Agreement
or any of the transactions contemplated hereby which would have a material adverse effect upon any
material portion of the Collateral or the granting of the security interests hereby.




     (i) Each Grantor hereby represents and warrants that Schedule VIII hereto sets forth
all Commercial Tort Claims of such Grantor with a reasonably anticipated value in excess of
$500,000 individually or $2,500,000 in the aggregate.




          (m) Deposit Accounts and Securities Accounts. The Deposit Account and Securities
Accounts of each Grantor are set out on Schedule IX hereto.






14









 








     5. Covenants. Each Grantor covenants and agrees with the Collateral
Agent and the Noteholders that, from and after the date of this Agreement until the
Obligations are paid in full:



          (a) Further Documentation; Pledge of Instruments and Chattel Paper.





     (i) Upon the written request of any of the Super Priority Agent, the
Collateral Agent, acting at the direction of the Required Holders, or the
Second Priority Agent, or as provided in the Opinion of Counsel delivered
pursuant to Section 12.02(b) of the Indenture, and at the sole expense of
such Grantor, any Grantor will promptly and duly execute and deliver such
further instruments and documents and take such further action as the
Super Priority Agent, the Collateral Agent, acting at the direction of the
Required Holders, or the Second Priority Agent may reasonably request for
the purpose of, obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted, including, without
limitation, (A) the filing of any financing or continuation statements
under the Uniform Commercial Code in effect in any jurisdiction with
respect to the Liens created hereby, (B) in the case of Investment
Property and any other relevant Collateral, taking actions necessary to
enable the Collateral Agent to obtain “control” (within the meaning of the
applicable Uniform Commercial Code) with respect thereto, (C) making a
notification to the account debtor or other actions reasonably advisable
pursuant to Section 9-301 of the Code or any other applicable Requirement
of Law in respect of the assets and rights pledged by such Grantor to the
Collateral Agent and the Indenture Claimholders and (D), in the case of
Intellectual Property, the filing of security agreements or such other
documents not more often than quarterly with respect to such property
acquired or arising after the date hereof with the United States Copyright
Office or the United States Patent and Trademark Office or the office of
any similar foreign registry. Each Grantor also hereby authorizes the
Collateral Agent to file (after written notice to the Borrower) any such
financing or continuation statement without the signature of such Grantor
to the extent permitted by applicable law; provided, that any
failure to give any such notice shall not affect the validity or
effectiveness of any such filing. Such financing statements may describe
the Collateral in the same manner as described herein or may contain an
indication or description of collateral that describes such property in
any other manner as the Collateral Agent, acting at the direction of the
Required Holders, may reasonably determine is necessary, advisable or
prudent to ensure the perfection of the security interest in the
Collateral granted to the Collateral Agent herein, including, without
limitation, describing such property as “all assets whether now owned or
hereafter acquired.” A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any
jurisdiction.




     (ii) If any amounts payable under or in connection with any of the
Collateral having a face value in excess of $1,000,000 in the aggregate at



15









 






any one time outstanding shall be or become evidenced by any Instrument,
Certificated Security or Chattel Paper, such Instrument, Certificated Security or
Chattel Paper shall be immediately delivered to the Collateral Agent, duly indorsed
in a manner reasonably satisfactory to the Collateral Agent and, in the case of
Pledged Notes, duly indorsed by such Grantor to the Collateral Agent, if required,
together with an undated allonge covering such Pledged Note duly executed in blank
by such Grantor, to be held by the Collateral Agent, subject to the terms hereof,
in each case to be held as Collateral pursuant to this Agreement. Subject to
Section 5(s)(ii), so long as no Default or Event of Default has occurred and is
continuing, upon request by any Grantor, the Collateral Agent shall make available
any such pledged Collateral to such Grantor, or its designee, that such Grantor
specifies is required for the purpose of ultimate sale, exchange, presentation,
collection, renewal, registration or transfer thereof; provided, that such
Grantor agrees to return such pledged Collateral to the Collateral Agent within 21
days from the time of delivery by the Collateral Agent, except for pledged
Collateral that has been fully repaid, satisfied, or transferred as permitted under
the Indenture.




     (iii) Notwithstanding anything set forth in this Agreement to the contrary,
(x) so long as no Default or Event of Default has occurred and is continuing, no
Grantor shall be required to deliver to the Collateral Agent any Instrument,
Certificated Security or Chattel Paper to be held by the Collateral Agent as
Collateral pursuant to this Agreement so long as the aggregate amount evidenced by
all such Instruments, Certificated Securities and Chattel Paper does not exceed
$1,000,000 at any one time outstanding, (y) if any physical item of Collateral
otherwise required to be delivered to the Super Priority Agent or the Collateral
Agent pursuant to this Agreement is not delivered to the Super Priority Agent or
the Collateral Agent by or on the date hereof, such non-delivery shall not
constitute a breach of this Agreement; provided, however, that (A)
Bermuda Holdings will use its commercially reasonable efforts to do or cause to be
done all acts and things that may be required, including obtaining any required
consents from third parties, to have all Liens in such physical Collateral duly
created and enforceable and perfected, to the extent otherwise required by this
Agreement, promptly following the date hereof, and (B) Bermuda Holdings shall
deliver or cause to be delivered such item of physical Collateral pursuant to the
terms hereof to the extent such Collateral is delivered to the Super Priority Agent
pursuant to the terms of the Super Priority Loan Documents, except that if the
Discharge of Super Priority Obligations has occurred, Bermuda Holdings shall
deliver or cause to be delivered such item of physical Collateral to the Collateral
Agent, and (z) any time period with respect to any action related to perfection of
Liens in the Pledged Stock issued by Persons organized in any jurisdiction other
than the United States or a state thereof shall automatically be extended to the
same extent such time period is extended under the Super Priority Loan Documents,
or if after the Discharge of the



16









 






Super Priority Obligations, as agreed to by the Collateral Agent, acting at the
direction of the Required Holders.




     (iv) Notwithstanding the foregoing provisions of this Section 5(a) or any
other provision of this Agreement, the parties hereto acknowledge and agree that
the Super Priority Agent for the benefit of the Super Priority Claimholders has a
prior security interest in the Collateral and that certificates, instruments and
documents representing or evidencing the Collateral are required to be delivered to
and held by the Super Priority Agent under the Revolving Credit Agreement and/or
other applicable Super Priority Loan Documents, subject to Section 5.5 (Bailee for
Perfection) of the Intercreditor Agreement, and such delivery to the Super Priority
Agent under the applicable Super Priority Loan Documents shall be deemed to satisfy
any requirement for such delivery to the Collateral Agent under this Agreement so
long as obligations under the Super Priority Loan Documents are outstanding.



     (b)  Indemnification.





            (i) Each Grantor agrees to pay, and to save the Collateral Agent, the Indenture
Claimholders and their respective successors, assigns, employees, affiliates and agents
(hereinafter referred to individually as “Indemnitee”, and collectively as
“Indemnitees”) harmless from, any and all liabilities, costs and expenses
(including, without limitation, reasonable legal fees, costs and expenses) (i) with respect
to, or resulting from, any delay in paying, any and all excise, sales or other taxes which
may be payable or determined to be payable with respect to any of the Collateral, (ii) with
respect to, or resulting from, any delay by such Grantor in complying with any Requirement
of Law applicable to any of the Collateral or (iii) in connection with any of the
transactions contemplated by this Agreement; provided, however, that no
Grantor shall be liable for the payment of any portion of such liabilities, costs or
expenses resulting from the gross negligence or willful misconduct of any Indemnitee.
Without limiting the preceding sentence, each Grantor will indemnify and save and keep
harmless the Indemnitees from and against all expense, loss or damage suffered by reason of
any counterclaim of the account debtor or obligor thereunder, arising out of a breach by
such Grantor of any obligation thereunder or arising out of any other agreement,
indebtedness or liability at any time owing to or in favor of such account debtor or
obligor or its successors from such Grantor.




            (ii) Each Grantor agrees to reimburse the Collateral Agent upon demand for the amount
of any and all costs and expenses, including the reasonable out-of-pocket fees, expenses
and disbursements of counsel for the Collateral Agent and of any experts and agents, which
the Collateral Agent may incur in connection with (A) the preparation, negotiation,
execution, delivery, recordation, administration, amendment, waiver or other modification
or termination of this Agreement, (B) the custody, preservation, use or operation of, or
the sale of, collection from, or other realization upon, any Collateral, (C) the



17









 






exercise or enforcement of any of the rights of the Collateral Agent hereunder
or (D) services rendered as Collateral Agent.




          (iii) Without limiting the application of clauses (b)(i) and (ii) hereof, each
Grantor agrees to pay, or reimburse the Collateral Agent for, all fees and taxes in
connection with the recording or filing of instruments and documents in public
offices, payment or discharge or any taxes or Lien upon or in respect of the
Collateral, premiums for insurance with respect to the Collateral and all other
fees, costs and expenses in connection with protecting, maintaining or preserving
the Collateral and the Collateral Agent’s interest therein, whether through
judicial proceedings or otherwise, or in defending or prosecuting any actions,
suits or proceedings arising out of or relating to the Collateral.




          (iv) If and to the extent that the obligations of a Grantor under this Section
5(b) are unenforceable for any reason, such Grantor hereby agrees to make the
maximum contribution to the payment and satisfaction of such obligations that is
permissible under applicable law.



        (c) Maintenance of Records. Each Grantor will keep and maintain at its own cost and
expense satisfactory and complete records of the Collateral, including, without limitation, a
record of all payments received and all credits granted with respect to the Accounts, Contracts and
Licenses. Each Grantor will mark its internal books and records pertaining to the Collateral to
evidence this Agreement and the security interests granted hereby. For the Collateral Agent’s and
the Indenture Claimholders’ further security, the Collateral Agent, for the ratable benefit of the
Indenture Claimholders, shall have a security interest in each Grantor’s books and records
pertaining to the Collateral, and each Grantor shall make available for review any such books and
records to the Collateral Agent or to its representatives during normal business hours at the
reasonable request of the Collateral Agent, acting at the direction of the Required Holders. Each
Grantor shall permit representatives of the Collateral Agent, acting at the direction of the
Required Holders, upon reasonable notice to the Borrower (but no more frequently than monthly
unless a Default or Event of Default shall have occurred and be continuing), to visit and inspect
any of its properties and examine and make abstracts from any of its books and records at any
reasonable time and as often as may reasonably be requested upon reasonable notice, and to discuss
the business, operations, assets and financial and other condition of such Grantor with officers
and employees thereof and with their independent certified public accountants.




        (d) Right of Inspection. The Collateral Agent and the representatives of any
Noteholder shall upon reasonable notice (made through the Collateral Agent and no more frequently
than quarterly unless a Default or Event of Default shall have occurred and be continuing) have
full and free reasonable access to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time and as often as may reasonably
be requested upon reasonable notice, and to discuss the business, operations, assets and financial
and other condition of Bermuda Holdings, the Borrowers and their respective Subsidiaries with
officers and employees thereof and with their independent certified public accountants with prior
reasonable notice to, and coordination with, the chief financial officer or the treasurer of the
Borrowers, and the Borrowers agree to render to the






18









 







Collateral Agent at the Borrowers’ cost and expense, and to the Noteholders, such clerical and
other assistance as may be reasonably requested with regard thereto. Notwithstanding anything to
the contrary in this clause (d), the Collateral Agent shall have no obligation to make any
inspection contemplated by such clause.




          (e) Compliance with Laws, etc. Each Grantor will comply in all material respects with
all Requirements of Law applicable to the Collateral or any part thereof or to the operation of
such Grantor’s business except where failure to so comply could not reasonably be expected to have
a material adverse effect on the business, assets or financial condition of Bermuda Holdings and
its Subsidiaries taken as a whole; provided, that such Grantor may contest any Requirement
of Law in any reasonable manner which shall not adversely affect the Collateral Agent’s or the
Indenture Claimholders’ rights or the priority of their Liens on the Collateral.




          (f) Compliance with Terms of Contracts, etc. Each Grantor will perform and comply in
all material respects with all its obligations under the Contracts and all its other Contractual
Obligations relating to the Collateral except where failure to so perform or comply could not
reasonably be expected to have a material adverse effect on the business, assets or financial
condition of Bermuda Holdings and its Subsidiaries taken as a whole.




          (g) Payment of Obligations. Each Grantor will pay promptly when due all material
taxes, assessments and governmental charges or levies imposed upon the Collateral or in respect of
its income or profits therefrom, as well as all claims of any kind (including, without limitation,
claims for labor, materials and supplies) against or with respect to the Collateral, except (i)
that no such charge need be paid if (x) the validity thereof is being contested in good faith by
appropriate proceedings, (y) such proceedings do not involve any material danger of the sale,
forfeiture or loss of any of the Collateral or any interest therein and (z) such charge is
adequately reserved against on such Grantor’s books in accordance with GAAP and (ii) where failure
to make such payment could not reasonably be expected to have a material adverse effect on the
business, assets or financial condition of Bermuda Holdings and its Subsidiaries taken as a whole.




          (h) Maintenance
of Insurance. Each Grantor shall maintain with financially sound and reputable
insurance companies insurance on all its property in at least such amounts and with only such
deductibles as are usually maintained by, and against at least such risks (but including, in any
event, public liability and business interruption insurance) as are usually insured against in the
same general area by, companies engaged in the same or a similar business, and furnish to the
Collateral Agent (which furnishing may be made to the Collateral Agent via a secured internet web
page or via electronic mail), (i) annually, a schedule disclosing all insurance against products
liability risk maintained by Bermuda Holdings and its Subsidiaries pursuant to this Section 5(h) or
otherwise and (ii) upon written request of any Noteholder, full information as to the insurance
carried; provided that the Grantors may implement programs of self insurance in the
ordinary course of business and in accordance with industry standards for a company of similar size
so long as reserves are maintained in accordance with GAAP for the liabilities associated
therewith. All insurance maintained by such Grantor pursuant to this Section 5(h) shall (i)
provide that the insurance provider shall endeavor to provide 30 days written notice to the
Collateral Agent of any cancellation, material reduction in amount or






19









 







material change in coverage thereof and (ii) name the Collateral Agent as insured party or
loss payee.




          (i) Limitation on Liens on Collateral. No Grantor will create, incur or permit to
exist, and each Grantor will take all commercially reasonable actions to defend the Collateral
against, and will take such other commercially reasonable action as is necessary to remove, any
Lien or claim on or to the Collateral, other than the Liens created hereby and other than as
permitted pursuant to the Indenture, and will take all commercially reasonable actions to defend
the right, title and interest of the Collateral Agent and the Indenture Claimholders in and to any
of the Collateral against the claims and demands of all Persons whomsoever.




          (j) Limitations on Dispositions of Collateral. No Grantor will sell, transfer, lease
or otherwise dispose of any of the Collateral, or attempt, offer or contract to do so except as
permitted by the Indenture. Concurrently with any such permitted disposition, the property
acquired by a transferee in such disposition shall automatically be released from the security
interest created by this Agreement (the “Security Interest”). It is acknowledged and agreed
that notwithstanding any release of property from the Security Interest in accordance with the
foregoing provisions of this Section, the Security Interest shall in any event continue in the
Proceeds of Collateral. The Collateral Agent shall promptly execute and deliver (and, when
appropriate, shall cause any separate agent, co-agent or trustee to execute and deliver) any
releases, instruments or documents reasonably requested by any Grantor to accomplish or confirm the
release of Collateral provided by this Section. Any such release of Collateral provided by the
Collateral Agent shall specifically describe that portion of the Collateral to be released, shall
be expressed to be unconditional and shall be without recourse or warranty (other than a warranty
that the Collateral Agent has not assigned its rights and interests to any other Person). Such
Grantor shall pay all of the Collateral Agent’s reasonable expenses in connection with any release
of Collateral.




          (k) Limitations on Modifications, Waivers, Extensions of Agreements Giving Rise to
Accounts. No Grantor will (i) amend, modify, terminate or waive any provision of any Contract,
agreement or lease giving rise to an Account or License in any manner which could reasonably be
expected to materially adversely affect the value of such Contract, Account or License as
Collateral, except in a manner consistent with the ordinary and customary conduct of its business,
(ii) fail to exercise promptly and diligently each and every material right which it may have under
each material Contract, agreement or lease giving rise to an Account or License (other than any
right of termination), except in a manner consistent with the ordinary and customary conduct of its
business or (iii) fail to deliver to the Collateral Agent upon its reasonable request a copy of
each material demand, notice or document received by it relating in any way to any material
Contract, agreement or lease giving rise to an Account or License except, with respect to clauses
(i) and (ii) to the extent that such amendment, modification, termination, waiver or failure would
not reasonably be expected to have a material adverse effect on the business, assets or financial
condition of Bermuda Holdings and its Subsidiaries taken as a whole.




          (l) Limitations on Discounts, Compromises, Extensions of Accounts. Other than in the
ordinary course of business as generally conducted by each Grantor over a period of time, no
Grantor will grant any extension of the time of payment of any of the Accounts,






20









 







compromise, compound or settle the same for less than the full amount thereof, release, wholly or
partially, any Person liable for the payment thereof, or allow any credit or discount whatsoever
thereon.




          (m) Maintenance of Equipment. Each Grantor will maintain each item of Equipment in
good operating condition, ordinary wear and tear and immaterial impairments of value and damage by
the elements excepted, and will provide all maintenance, service and repairs necessary for such
purpose.




          (n) Further Identification of Collateral. Each Grantor will furnish to the Collateral
Agent from time to time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as the Collateral Agent, acting at the
direction of the Required Holders, may reasonably request, all in reasonable detail.




          (o) Notices. Each Grantor will advise the Collateral Agent promptly, in reasonable
detail, (i) of any Lien (other than Liens created hereby or permitted under the Indenture) on, or
claim asserted against, any of the Collateral and (ii) of the occurrence of any other event which
could reasonably be expected to have a material adverse effect on the aggregate value of the
Collateral or on the Liens created hereunder.




          (p) Changes in Locations, Name, etc. No Grantor will (i) change its jurisdiction of
organization or (ii) change its name, chief executive office, chief place of business or corporate
structure, in each case to such an extent that any financing statement filed in connection with
this Agreement would become seriously misleading, unless it shall have provided at least 15 days’
prior written notice to the Collateral Agent of any such event and provide the Collateral Agent
with its new jurisdiction of organization or the change in such Grantor’s name, chief executive
office, chief place of business or corporate structure, as the case may be. In connection with any
actions permitted pursuant to clauses (i) or (ii) of this Section 5(p), the Collateral Agent shall
be entitled to receive any legal opinions it or the Required Holders reasonably request as to the
continued perfection of the security interest granted hereby in the Collateral, which opinions
shall be deemed satisfactory to the Collateral Agent if substantially similar to the perfection
opinions given by Gibson, Dunn & Crutcher LLP on the date hereof.




          (q) Copyrights. Each Grantor (i) will employ the Copyright for each material published
work with such notice of copyright as may be required by law to secure copyright protection and
(ii) will not do any act or knowingly omit to do any act whereby any material Copyright may become
invalidated and:





	 	(A)	 	will not do any act, or omit to do any act, whereby any material Copyright may become
injected into the public domain;
	 
	 	(B)	 	shall notify the Collateral Agent immediately if it knows, or has reason to know, that any
material Copyright may become injected into the public domain or of any adverse determination or
development (including, without limitation, the institution of, or any such determination or
development in, any court or tribunal in




21









 






	 	 	 	the United States or any other country) regarding such Grantor’s ownership of any such
Copyright or its validity;
	 
	 	(C)	 	will take all necessary steps as it shall deem appropriate under the circumstances in
its reasonable discretion, to maintain and pursue each application for registration (and to
obtain the relevant registration thereof) of each material Copyright and to maintain each
registration of each material Copyright (including, without limitation, payment of any
necessary renewal, maintenance, and other fees and taxes) owned by such Grantor including,
without limitation, filing of applications for renewal, where necessary; and
	 
	 	(D)	 	will promptly notify the Collateral Agent of any material infringement of any
material Copyright of such Grantor of which it becomes aware and will take such actions as it
shall deem appropriate in its reasonable business judgment under the circumstances to protect
such Copyright, including, where appropriate, the bringing of suit for infringement, seeking
injunctive relief and seeking to recover any and all damages for such infringement.





         (r) Patents and Trademarks.





     (i) Each Grantor (either itself or through licensees) will, except with
respect to any Trademark that such Grantor shall reasonably determine is of
immaterial economic value to it or otherwise reasonably determines not to do so,
(A) continue to use each Trademark on each and every trademark class of goods
applicable to its current line as reflected in its current catalogs, brochures and
price lists in order to maintain such Trademark in full force free from any claim
of abandonment for non-use, (B) maintain as in the past the quality of products and
services offered under such Trademark, (C) use reasonable efforts to employ such
Trademark with the appropriate notice of registration, (D) not adopt or use any
mark which is confusingly similar or a colorable imitation of such Trademark unless
within 45 days after such use or adoption the Collateral Agent, for the ratable
benefit of the Indenture Claimholders, shall obtain a perfected security interest
in such mark pursuant to this Agreement, and (E) not (and not permit any licensee
or sublicensee thereof to) do any act or knowingly omit to do any act whereby any
Trademark may become invalidated, abandoned or otherwise impaired in any way.




     (ii) No Grantor will, except with respect to any Patent that such Grantor
shall reasonably determine is of immaterial economic value to it or otherwise
reasonably determines so to do, do any act, or omit to do any act, whereby any
Patent may become abandoned or dedicated to the pubic.




22












 






     (iii) Each Grantor will notify the Collateral Agent immediately if it
knows that any material registered Patent or any material application relating to
any Patent, or any application or registration relating to any Trademark may
become cancelled, abandoned or dedicated to the public, or of any adverse
determination or material development (including, without limitation, the
institution of, or any such determination or development in, any proceeding in the
United States Patent and Trademark Office or any court or tribunal in any country)
regarding such Grantor’s ownership of any material Patent or Trademark or its
right to register the same or to keep and maintain the same.




     (iv) Whenever any Grantor, either by itself or through any agent, employee,
licensee or designee, shall (i) file an application for any Patent or for the
registration of any Trademark with the United States Patent and Trademark Office,
the United States Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, or (ii) acquire any Patent, Patent
application, registered Trademark or application for registration of any Trademark
such Grantor shall report such filing to the Collateral Agent within five Business
Days after the last day of the fiscal quarter in which such filing or acquisition
occurs. Such Grantor shall execute and deliver any and all agreements,
instruments, documents, and papers as are requested by any of the Super Priority
Agent, the Collateral Agent, acting at the direction of the Required Holders, or
the Second Priority Agent, necessary under applicable laws (but only with respect
to Patents and Trademarks registered in the United States) to perfect the
Collateral Agent’s security interest in any Patent or Trademark or Copyright and
the goodwill and general intangibles of such Grantor relating thereto or
represented thereby, and each Grantor hereby appoints and constitutes the
Collateral Agent its attorney-in-fact to execute and file (without any obligation
to do so) all such writings for the foregoing purposes, all acts of such attorney
being hereby ratified and confirmed; such power being coupled with an interest and
is irrevocable until the Obligations are paid in full.




     (v) Each Grantor, except with respect to any Patent or Trademark such Grantor
shall reasonably determine is of immaterial economic value to it or it otherwise
reasonably determines not to so do and except with respect to any Trademark that
is not registrable, will take all reasonable and necessary steps, including,
without limitation, in any proceeding before the United States Patent and
Trademark Office, or any similar office or agency in any other country or any
political subdivision thereof, to maintain and pursue each application (and to
obtain the relevant registration or Patent) and to maintain each Patent and each
registration of Trademarks, including, without limitation, filing of applications
for renewal, affidavits of use and affidavits of incontestability when appropriate.



23









 






     (vi) In the event that any material Patent or material registered Trademark
included in the Collateral is infringed, misappropriated or diluted by a third
party which could reasonably be expected to have a material adverse effect on the
business, assets or financial condition of Bermuda Holdings and its Subsidiaries
taken as a whole, such Grantor shall promptly notify the Collateral Agent after it
learns thereof and shall, unless such Grantor shall reasonably determine that such
Patent or Trademark is of immaterial economic value to such Grantor, take such
actions as such Grantor shall reasonably deem appropriate under the circumstances
to protect such Patent or Trademark, including but not limited to taking action to
promptly sue for infringement, misappropriation or dilution, to seek injunctive
relief where appropriate and to recover any and all damages for such infringement,
misappropriation or dilution.




(s) Investment Property.




     (i) If such Grantor shall, as a result of its ownership of the Pledged Stock,
become entitled to receive or shall receive any stock certificate (including,
without limitation, any certificate representing a stock dividend or a
distribution in connection with any reclassification, increase or reduction of
capital or any certificate issued in connection with any reorganization), option
or rights in respect of the Capital Stock of any Issuer, whether in addition to,
in substitution of, as a conversion of, or in exchange for, any shares of the
Pledged Stock, or otherwise in respect thereof, such Grantor shall accept the same
as the agent of the Collateral Agent and the Indenture Claimholders, hold the same
in trust for the Collateral Agent and the Indenture Claimholders and deliver the
same (or an equivalent certificate reissued in the name of the Collateral Agent)
forthwith to the Collateral Agent, as may be applicable, in the exact form
received, duly indorsed by such Grantor to the Collateral Agent, if required,
together with an undated stock power covering such certificate duly executed in
blank by such Grantor and with, if the Collateral Agent so requests, signature
guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as
additional collateral security for the Obligations.




     (ii) Without the prior written consent of the Collateral Agent, acting at the
direction of the Required Holders, such Grantor will not (A) sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect to,
the Investment Property or Proceeds thereof (except as expressly permitted by the
Indenture) or (B) create, incur or permit to exist any Lien or option in favor of,
or any claim of any Person with respect to, any of the Investment Property or
Proceeds thereof, or any interest therein, except for the Lien provided for by this Agreement and
Permitted Liens.



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     (iii) In the case of each Grantor which is an Issuer, such Issuer agrees that
(A) it will be bound by the terms of this Agreement relating to the Investment
Property issued by it and will comply with such terms insofar as such terms are
applicable to it, (B) it will notify the Collateral Agent promptly in writing of
the occurrence of any of the events described in Section 5(s)(i) hereof with
respect to the Investment Property issued by it and (C) the terms of Sections 7(c)
and 10 hereof shall apply to it, mutatis mutandis, with respect to all
actions that may be required of it pursuant to Section 7(c) or 10 with respect to
the Investment Property issued by it. Each Grantor shall cause any Issuer (who is
not a Grantor) of any Investment Property pledged by such Grantor hereunder to
execute and deliver the Acknowledgment and Consent in the form of Annex 1 hereto;
provided, that each Issuer (as of the date hereof and who is not a
Grantor) shall deliver an Acknowledgment and Consent hereunder contemporaneously
with any Acknowledgment and Consent such Issuer provides to the Super Priority
Agent, but in any event no later than 30 days after the date hereof.



     6. Collateral Agent’s Appointment as Attorney-in-Fact.



          (a) Powers. Each Grantor hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such
Grantor and in the name of such Grantor or in its own name, from time to time after the occurrence,
and during the continuation, of an Event of Default at the Required Holders’ direction, for the
purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to
execute any and all documents and instruments which may be necessary or desirable to accomplish the
purposes of this Agreement, and, without limiting the generality of the foregoing, each Grantor
hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without notice to
or assent by such Grantor, to do the following at the direction of the Required Holders, after the
occurrence and during the continuance of an Event of Default:





     (i) in the name of such Grantor or its own name, or otherwise, to take possession of and
indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of
moneys due under any Account, Instrument, License or General Intangible or with respect to any
other Collateral and to file any claim or to take any other action or proceeding in any court of
law or equity or otherwise deemed appropriate by the Collateral Agent, acting at the direction of
the Required Holders, for the purpose of collecting any and all such moneys due under any Account,
Instrument, License or General Intangible or with respect to any other Collateral whenever payable;




     (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral;
provided, that if such taxes are being contested in good faith and by appropriate
proceedings, the Collateral



25









 






     Agent will consult with such Grantor before making any such payment; and




     (iii) (A) to direct any party liable for any payment under any of the
Collateral to make payment of any and all moneys due or to become due
thereunder directly to the Collateral Agent or as the Collateral Agent,
acting at the direction of the Required Holders, shall direct; (B) to ask
or demand for, collect, receive payment of and receipt for, any and all
moneys, claims and other amounts due or to become due at any time in
respect of or arising out of any Collateral; (C) to sign and indorse any
invoices, freight or express bills, bills of lading, storage or warehouse
receipts, drafts against debtors, assignments, verifications, notices and
other documents in connection with any of the Collateral; (D) to commence
and prosecute any suits, actions or proceedings at law or in equity in any
court of competent jurisdiction to collect the Collateral or any thereof
and to enforce any other right in respect of any Collateral; (E) to defend
any suit, action or proceeding brought against such Grantor with respect
to any Collateral; (F) to settle, compromise or adjust any suit, action or
proceeding described in clause (E) above and, in connection therewith, to
give such discharges or releases as the Collateral Agent, acting at the
direction of the Required Holders, may deem appropriate; (G) to assign any
Intellectual Property throughout the world for such term or terms, on such
conditions, and in such manner, as the Collateral Agent shall determine,
acting at the direction of the Required Holders; and (H) generally, to
sell, transfer, pledge and make any agreement with respect to or otherwise
deal with any of the Collateral as fully and completely as though the
Collateral Agent were the absolute owner thereof for all purposes, and to
do, at the Collateral Agent’s option, acting at the direction of the
Required Holders, and such Grantor’s expense, at any time, or from time to
time, all acts and things which the Collateral Agent, acting at the
direction of the Required Holders, reasonably deems necessary to protect,
preserve or realize upon the Collateral and the Collateral Agent’s and the
Indenture Claimholders’ Liens thereon and to effect the intent of this
Agreement, all as fully and effectively as such Grantor might do.


Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by
virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.




          (b) Other Powers. (i) Each Grantor also authorizes the Collateral Agent, at any time
and from time to time, to execute, in connection with the sale provided for in Section 9 or 10
hereof, any indorsement, assignments or other instruments of conveyance or transfer with respect to the Collateral and (ii) each Grantor authorizes the Collateral
Agent (without prejudice to its rights under Section 12.10 of the Indenture) to file financing
statements with respect to the Collateral without the signature of such Grantor in such form
(including, without limitation, a financing statement describing the collateral as “all assets”)
and in such filing offices as the Collateral Agent reasonably determines appropriate to perfect the
security interests of the







26









 







Collateral Agent under this Agreement. A carbon, photographic or other reproduction of this
Agreement shall be sufficient as a financing statement for filing in any jurisdiction.




          (c)No Duty on Collateral Agent’s or Indenture Claimholders’ Part. The powers
conferred on the Collateral Agent and the Indenture Claimholders hereunder are solely to protect
the Collateral Agent’s and the Indenture Claimholders’ interests in the Collateral and shall not
impose any duty upon the Collateral Agent or any Indenture Claimholder to exercise any such powers.
The Collateral Agent and the Indenture Claimholders shall be accountable only for amounts that
they actually receive as a result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence or willful misconduct or failure to comply
with mandatory provisions of applicable law.




     7. Investment Property.



          (a) Unless an Event of Default shall have occurred and be continuing, each
Grantor shall be permitted to receive all cash dividends paid by the relevant Issuer to the extent
permitted in the Indenture in respect of the Pledged Stock, and all payments made in respect of the
Pledged Notes, and to exercise all voting and corporate rights with respect to the Investment
Property; provided, however, that each Grantor agrees that it shall not vote in any
way that would be inconsistent with or result in any violation of any provision of the Indenture,
the Notes, the Collateral Documents or any of the other Indenture Documents. The Collateral Agent
shall, at the Borrower’s sole cost and expense, execute and deliver (or cause to be executed and
delivered) to the Borrower all proxies and other instruments as the Borrower may reasonably request
for the purpose of enabling any Grantor to exercise the voting and other rights that it is entitled
to exercise pursuant to this Section.




          (b) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have
the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the
Investment Property and make application thereof to the Obligations in such order as provided for
in the Indenture and (ii) any or all of the Investment Property may be registered in the name of
the Collateral Agent or its nominee, and, subject to the terms of this Agreement, the Collateral
Agent or its nominee, each acting at the direction of the Required Holders, may thereafter exercise
(A) all voting, corporate and other rights pertaining to such Investment Property at any meeting of
shareholders or noteholders of the relevant Issuer or Issuers or otherwise and (B) any and all
rights of conversion, exchange and subscription and any other rights, privileges or options
pertaining to such Investment Property as if it were the absolute owner thereof (including, without
limitation, the right to exchange at its discretion any and all of the Investment Property upon the
merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any
Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment
Property, and in connection therewith, the right to deposit and deliver any and all of the
Investment Property with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Collateral Agent may determine), all without liability
except to account for property actually received by it, and except for its gross negligence or
willful misconduct or failure to comply with the provisions of Section 13 hereof,





27









 







but the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or
option and shall not be responsible for any failure to do so or delay in so doing.




          (c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property
pledged by such Grantor hereunder to comply with any instruction received by it from the Collateral
Agent in writing that (i) states that an Event of Default has occurred and is continuing and (ii)
is otherwise in accordance with the terms of this Agreement, without any other or further
instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected
in so complying, to the extent such instruction is in compliance with applicable law.




          (d) The rights of the Collateral Agent and the Indenture Claimholders hereunder shall not be
conditioned or contingent upon the pursuit by the Collateral Agent or any Indenture Claimholders of
any right or remedy against any other Person which may be or become liable in respect of all or any
part of the Obligations or against any collateral security therefor, guarantee therefor or right of
offset with respect thereto. Neither the Collateral Agent nor any Indenture Claimholders shall be
liable for any failure to demand, collect or realize upon all or any part of the Collateral or for
any delay in doing so, nor shall the Collateral Agent be under any obligation to sell or otherwise
dispose of any Collateral upon the request of any Grantor or any other Person or to take any other
action whatsoever with regard to the Collateral or any part thereof. The Collateral Agent agrees
to release promptly to the Borrower any dividends, cash, securities, instruments and other property
paid, payable or otherwise distributed in respect of the Collateral which it may receive under
Section 7(b) hereof if, prior to the occurrence of an acceleration of any of the Obligations, all
Defaults and Events of Default have been waived or are no longer continuing.




     8. Performance by Collateral Agent of Any Grantor’s Obligations. If any Grantor fails
to perform or comply with any of its agreements contained herein and the Collateral Agent, as
provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause
performance or compliance, with such agreement, the expenses of the Collateral Agent incurred in
connection with such performance or compliance, together with interest thereon at a rate per annum
equal to the interest rate applicable to payments on overdue principal on the Notes, shall be
payable by such Grantor to the Collateral Agent on demand and shall constitute Obligations secured
hereby; provided, that the Collateral Agent shall in any event first have given such
Grantor written notice of its intent to do the same and such Grantor shall not have, within 30 days
of such notice (or such shorter period as the Collateral Agent may reasonably determine is
necessary in order to preserve the benefits of this Agreement with respect to any material portion
of the Collateral), paid such claim or obtained to the Collateral Agent’s satisfaction the release
of the claim or Lien to which such notice relates.



     9. Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent on behalf of the Indenture Claimholders and acting at the direction of the Required
Holders, except with respect to the Pledged Stock, may exercise, in addition to all other rights
and remedies granted to them in this Agreement and in any other instrument or agreement securing,
evidencing or relating to the Obligations, all rights and remedies of a secured party under the
Code. With respect to the Pledged Stock, in the event that any portion of the Obligations has been
declared or becomes due and payable in accordance with the terms of the Indenture, the



28









 




Collateral Agent on behalf of the Indenture Claimholders and acting at the direction of the
Required Holders, may exercise, in addition to all other rights and remedies granted to them in
this Agreement and in any other instrument or agreement securing, evidencing or relating to the
Obligations, all rights and remedies of a secured party under the Code. Without limiting the
generality of the foregoing, the Collateral Agent, acting at the direction of the Required Holders,
without demand of performance or other demand, presentment, protest, advertisement or notice of any
kind (except any notice required by law referred to below) to or upon any Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may
in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or
any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase,
or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of
the foregoing), in one or more parcels at public or private sale or sales, at any exchange,
broker’s board or office of the Collateral Agent or any Indenture Claimholder or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash
or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or
any Indenture Claimholder shall have the right upon any such public sale or sales, and, to the
extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of
the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or
equity is hereby waived and released. The Collateral Agent shall apply the net proceeds of any such
collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable
costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any
of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent
and the Indenture Claimholders hereunder, including, without limitation, reasonable attorneys’ fees
and disbursements, to the payment in whole or in part of the Obligations, in such order as set
forth in Section 7.10 (Priorities) of the Indenture subject to the Intercreditor Agreement, and
only after such application and after the payment by the Collateral Agent of any other amount
required by any provision of law, including, without limitation, Sections 9-615(a)(3) and
9-615(a)(4) of the Code, need the Collateral Agent account for the surplus, if any, to such
Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and
demands it may acquire against the Collateral Agent or any Indenture Claimholder arising out of the
exercise by them of any rights hereunder, except to the extent arising from the gross negligence or
willful misconduct of the Collateral Agent or such Noteholder. If any notice of a proposed sale or
other disposition of Collateral shall be required by law, such notice shall be deemed reasonable
and proper if given at least 10 days before such sale or other disposition. Such Grantor shall
remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral
are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by
the Collateral Agent or any Indenture Claimholder to collect such deficiency.




          In addition to the rights and remedies specified above, the following provisions shall also be applicable to Intellectual Property. Upon the occurrence and during the continuation
of an Event of Default:




          (a) the Collateral Agent shall have the right (but not the obligation), acting at the
direction of the Required Holders, to bring suit or otherwise commence any action or proceeding in
the name of any Grantor, the Collateral Agent or otherwise to enforce any Intellectual Property, in
which event such Grantor shall, at the request of the Collateral Agent, do










29









 







any and all lawful acts and execute any and all documents reasonably required by the Collateral
Agent in aid of such enforcement and such Grantor shall promptly, upon demand, reimburse and
indemnify the Collateral Agent as provided in the Indenture and Section 5(b) of this Agreement,
and, to the extent that the Collateral Agent shall elect not to bring suit to enforce any
Intellectual Property as provided in this Section, each Grantor agrees to use all reasonable
measures, whether by action, suit, proceeding or otherwise, to prevent the infringement of any of
the Intellectual Property by others and for that purpose agrees to diligently maintain any action,
suit or proceeding against any Person so infringing as shall be necessary to prevent such
infringement if such infringement could reasonably be expected to have a material adverse effect on
the business, assets or financial condition of Bermuda Holdings and its Subsidiaries taken as a
whole; and




          (b) Solely for the purpose of enabling the Collateral Agent to exercise rights and
remedies hereunder and at such time as the Collateral Agent shall be lawfully entitled to exercise
such rights and remedies, each Grantor hereby grants to the Collateral Agent, to the extent it has
the right to do so, an irrevocable, nonexclusive worldwide license (exercisable without payment of
royalty or other compensation to such Grantor), under the Intellectual Property now or hereafter
owned by such Grantor or that is licensed to such Grantor with the right to grant sublicenses,
subject, in the case of Trademarks, to sufficient rights of quality control and inspection in favor
of the Trademark owner to avoid the risk of invalidation of said Trademarks.




     10. Registration Rights.



          (a) If the Collateral Agent, acting at the direction of the Required Holders, shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 9
hereof, and if in the opinion of the Collateral Agent, acting at the direction of the Required
Holders, it is necessary or advisable to have the Pledged Stock, or that portion thereof to be
sold, registered under the provisions of the Securities Act, the relevant Grantor will cause the
Issuer thereof to (i) execute and deliver, and cause the directors and officers of such Issuer to
execute and deliver, all such instruments and documents, and do or cause to be done all such other
acts as may be, in the opinion of the Collateral Agent, acting at the direction of the Required
Holders, necessary or advisable to register the Pledged Stock, or that portion thereof to be sold,
under the provisions of the Securities Act, (ii) use its best efforts to cause the registration
statement relating thereto to become effective and to remain effective for a period of 90 days from
the date of the first public offering of the Pledged Stock, or that portion thereof to be sold, and
(iii) make all amendments thereto and/or to the related prospectus that, in the opinion of the
Collateral Agent, acting at the direction of the Required Holders, are necessary or advisable, all
in conformity with the requirements of the Securities Act and the rules and regulations of the
Securities and Exchange Commission applicable thereto. Each Grantor agrees to cause such Issuer to
comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which
the Collateral Agent, acting at the direction of the
Required Holders, shall reasonably designate and to make available to its security holders, as soon
as practicable, an earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.




          (b) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of
any or all the Pledged Stock, by reason of certain prohibitions contained in the










30









 







Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to
one or more private sales thereof to a restricted group of purchasers that will be obliged to
agree, among other things, to acquire such securities for their own account for investment and not
with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any
such private sale may result in prices and other terms less favorable than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such private sale conducted in
a manner that the Collateral Agent in good faith, acting at the direction of the Required Holders,
believes to be commercially reasonable under the circumstances shall be deemed to have been made in
a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale
of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to
register such securities for public sale under the Securities Act, or under applicable state
securities laws, even if such Issuer would agree to do so.




          (c) Each Grantor further agrees to use its best efforts to do or cause to be done all such
other acts as may be necessary to make such sale or sales of all or any portion of the Pledged
Stock pursuant to this Section 10 valid and binding and in compliance with any and all other
applicable Requirements of Law. Each Grantor further agrees that a breach of any of the covenants
contained in this Section 10 will cause irreparable injury to the Collateral Agent and the
Noteholders, that the Collateral Agent and the Noteholders have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this
Section 10 shall be specifically enforceable against such Grantor, and such Grantor hereby waives
and agrees not to assert any defenses against an action for specific performance of such covenants.




     11. No Subrogation. Notwithstanding any payment or payments made by any Grantor
hereunder or any set-off or application of funds of any Grantor by any Noteholder, or the receipt
of any amounts by the Collateral Agent or any Indenture Claimholder with respect to any of the
Collateral, no Grantor shall be entitled to be subrogated to any of the rights of the Collateral
Agent or any Indenture Claimholder against the Borrowers or any other Grantor or any collateral
security or guarantee or right of offset held by the Collateral Agent or any Indenture Claimholder
for the payment of the Obligations, nor shall any Grantor seek any reimbursement from the Borrowers
or any other Grantor in respect of payments made by such Grantor hereunder, or amounts realized by
the Collateral Agent or any Indenture Claimholder in connection with the Collateral, and any such
rights of subrogation and reimbursement of the Grantors are hereby waived until all amounts owing
to the Indenture Claimholders by the Grantors on account of the Obligations are paid in full.




     12. Amendments, etc. with Respect to the Obligations. Each Grantor shall remain
obligated hereunder, and the Collateral shall remain subject to the Lien granted hereby
notwithstanding that, without any reservation of rights against any Grantor, and without notice to
or further assent by such Grantor, any demand for payment of any of the Obligations made by the
Collateral Agent or any Indenture Claimholder may be rescinded by the Collateral Agent or any Indenture Claimholder, and any of the Obligations
continued, and the Obligations, or the liability of each Grantor or any other Person upon or for
any part thereof, or any collateral security or guarantee therefor or right of offset with respect
thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered, or released by the Collateral Agent or any Indenture
Claimholder, and the










31









 







Indenture, the Notes, the other Indenture Documents and any other documents executed and delivered
in connection therewith may be amended, modified, supplemented or terminated, in whole or part, as
the Collateral Agent or any Indenture Claimholder may deem advisable from time to time, and any
guarantee, right of offset or other collateral security at any time held by the Collateral Agent or
any Indenture Claimholder for the payment of the Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Collateral Agent nor any Indenture Claimholder shall have any
obligation to protect, secure, perfect or insure this or any other Lien at any time held by it as
security for the Obligations or any property subject thereto. Each Grantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or
proof of reliance by the Collateral Agent or any Indenture Claimholder upon this Agreement; the
Obligations, and any of them, shall conclusively be deemed to have been created, contracted or
incurred in reliance upon this Agreement; and all dealings between any Grantor and the Collateral
Agent or any Indenture Claimholder, shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Agreement. Each Grantor waives diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon such Grantor with respect to the
Obligations.




     13. Limitation on Duties Regarding Preservation of Collateral. The Collateral Agent’s
sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in
its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same
manner as the Collateral Agent deals with similar property for its own account. Neither the
Collateral Agent, any Indenture Claimholder, nor any of their respective directors, officers,
employees or agents shall be liable for failure to demand, collect or realize upon all or any part
of the Collateral or for any delay in doing so or shall be under any obligation to sell or
otherwise dispose of any Collateral upon the request of any Grantor or otherwise.



     14. Delegation of Duties. The Collateral Agent may execute any of its duties under
this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Collateral Agent shall not be responsible for
the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care, except as otherwise provided in Section 3(c) hereof.



     15. Powers Coupled with an Interest. All authorizations and agencies herein contained
with respect to the Collateral are irrevocable and powers coupled with an interest.



     16. Severability. Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.



     17. Section Headings. The section headings used in this Agreement are for convenience
of reference only and are not to affect the construction hereof or be taken into consideration in
the interpretation hereof.



     18. No Waiver; Cumulative Remedies. Neither the Collateral Agent nor any Indenture
Claimholder shall by any act (except by a written instrument pursuant to Section 20 hereof),



32









 




delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or
to have acquiesced in any Default or Event of Default or in any breach of any of the terms and
conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the
Collateral Agent or any Noteholder, any right, power or privilege hereunder shall operate as a
waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent or any Indenture Claimholder of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or remedy which the
Collateral Agent or such Noteholder would otherwise have on any future occasion. The rights and
remedies herein provided are cumulative, may be exercised singly or concurrently and are not
exclusive of any rights or remedies provided by law.




     19. Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This
Agreement and the other Indenture Documents represent the entire agreement of each Grantor with
respect to the subject matter hereof and there are no promises or representations by the Collateral
Agent or any Indenture Claimholder relative to the subject matter hereof not reflected herein or in
the other Indenture Documents. None of the terms or provisions of this Agreement may be waived,
amended, supplemented or otherwise modified except by a written instrument executed by each Grantor
and the Collateral Agent in accordance with the Indenture. This Agreement shall be binding upon the
successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and
the Indenture Claimholders and their respective successors and assigns. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



     20. Submission To Jurisdiction; Waivers. Each Grantor hereby irrevocably and unconditionally:




          (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Indenture Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the
Courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and appellate courts from any thereof;




          (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient court
and agrees not to plead or claim the same;




          (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any
substantially similar form of mail), postage prepaid, to such Grantor at its address referred to in
Section 11.02 (Notices) of the Indenture or Section 15 (Notices) of the Note Guarantee, as
applicable, or at such other address of which the Collateral Agent shall have been notified
pursuant thereto;




          (d) agrees that nothing herein shall affect the right to effect service of
process in any other manner permitted by law or shall limit the right to sue in any other
jurisdiction; and




          
33









 









          (e) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section any special, exemplary,
punitive or consequential damages.




     21. Notices. All notices, requests and demands to or upon each Grantor or the
Collateral Agent or any Indenture Claimholder to be effective shall be in writing or by telecopy
and unless otherwise expressly provided herein, shall be deemed to have been duly given or made
when delivered by hand, or, in the case of mail, three days after deposit in the postal system,
first class postage prepaid, or, in the case of telecopy notice, when sent, addressed to a party at
the address provided for such party (including any addresses for copies) in Section 11.02 (Notices)
of the Indenture or Section 15 (Notices) of the Note Guarantee, as applicable. The Collateral
Agent agrees to accept and act upon notice, instructions or directions pursuant to this Agreement
sent by unsecured facsimile transmission; provided, however, that (1) the party providing such
written notice, instructions or directions, subsequent to such transmission of written notice,
instructions or directions, shall provide the originally executed notice, instructions or
directions to the Collateral Agent in a timely manner, and (2) such originally executed notice,
instructions or directions shall be signed by an authorized representative of the party providing
such notice, instructions or directions. The Collateral Agent shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Collateral Agent’s reasonable reliance
upon and compliance with such notice, instructions or directions notwithstanding such notice,
instructions or directions conflict or are inconsistent with a subsequent notice, instructions or
directions.



     22. Counterparts. This Agreement may be executed by one or more of the parties hereto
on any number of separate counterparts and all of said counterparts (including facsimile and
electronic transmission counterparts) taken together shall be deemed to constitute one and the same
instrument.



     23. Authority of Collateral Agent. Each Grantor acknowledges that the rights and
responsibilities of the Collateral Agent under this Agreement with respect to any action taken by
the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Collateral Agent and the Indenture Claimholders, be governed by the
Indenture and by such other agreements with respect thereto as may exist from time to time among
them, but, as between the Collateral Agent and each Grantor, the Collateral Agent shall be
conclusively presumed to be acting as agent for the Indenture Claimholders with full and valid
authority so to act or refrain from acting, and such Grantor shall not be under any obligation, or
entitlement, to make any inquiry respecting such authority.



     24. Nondisturbance. The Collateral Agent agrees, for itself and on the Indenture
Claimholders’ behalf, that if any Enforcement Action is taken by the Collateral Agent or by any of
the Noteholders with respect to the Intellectual Property Security Interest in the Intellectual Property Rights, the transfer of such Intellectual Property Rights in such
Enforcement Action and the exercise by the Collateral Agent or any Indenture Claimholder of any of
its other rights under the Indenture Documents, shall be subject to the rights of the Licensee
expressly stated in the NEC License and none of the Licensee’s rights under the NEC License shall
be discharged, waived, modified, impaired or terminated by reason of such Enforcement Action. To
the extent



34









 




applicable, the Collateral Agent, for itself and on the Indenture Claimholders’ behalf,
acknowledges and agrees that all rights and licenses granted under or pursuant to the NEC License
are, and shall otherwise be deemed to be, for purposes of Section 365(n) of title 11 of the United
States Code (the “Bankruptcy Code”), licenses of rights to “intellectual property,” as
defined in Section 101 of the Bankruptcy Code.




     25. Attornment. If the interest of any Grantor in any of the Intellectual Property
Rights is transferred by reason of, or assigned in lieu of foreclosure or other proceedings for
enforcement of, the Indenture Documents, then, subject to the provisions set forth herein, the NEC
License with respect to such Intellectual Property Rights shall nevertheless continue in full force
and effect and, upon the Collateral Agent’s written request, acting at the direction of the
Required Holders, the Licensee shall attorn to the transferee of such Intellectual Property Rights
(the “Intellectual Property Transferee”). Although the foregoing provisions shall be
self-operative, in order to confirm such attornment, upon the Collateral Agent’s request, acting at
the direction of the Required Holders, the Licensee shall execute and deliver to the Collateral
Agent (i) an agreement of attornment in form and content reasonably satisfactory to the Collateral
Agent, acting at the direction of the Required Holders, and the Licensee, at the Collateral Agent’s
sole cost and expense, confirming the foregoing attornment and providing that all the terms,
covenants, and conditions of the NEC License on the Licensee’s part will be performed for the
benefit of the Intellectual Property Transferee with the same force and effect as if the
Intellectual Property Transferee were the originally named licensor of such Intellectual Property
Rights in the NEC License, or (ii) a new license with respect to the transferred Intellectual
Property Rights with the Intellectual Property Transferee, as licensor, for the remaining term of
the NEC License with respect to the transferred Intellectual Property Rights and otherwise on the
same terms and conditions and with the same options, if any, then remaining. Nothing herein
contained shall be construed to obligate the Collateral Agent to cure any default by any Grantor
under the NEC License occurring prior to the date on which the Intellectual Property Transferee
succeeds to the Borrowers’ and the Grantor’s rights, it being expressly agreed that under no
circumstances shall the Collateral Agent or the Intellectual Property Transferee be obligated to
remedy any such default except, in the case of the Intellectual Property Transferee, to the extent
that such default continues after the Intellectual Property Transferee takes title to the
transferred Intellectual Property Rights and the Intellectual Property Transferee has assumed the
obligations with respect to the NEC License as provided in clauses (i) and (ii) above.



     26. Additional Grantors. Each Subsidiary of Bermuda Holdings that is required to
become a party to this Agreement pursuant to Section 5.17 (Additional Subsidiary Guarantors) of the
Indenture shall become a Grantor for all purposes of this Agreement, and a Guarantor for all
purposes of the Note Guarantee, upon execution and delivery by such Subsidiary of an Assumption
Agreement in the form of Annex 2 hereto.



     27. Releases. Without limiting Sections 12.03 (Release of Collateral), 12.04 (Specified Releases of Collateral) and 12.05 (Release upon Satisfaction or Defeasance of all
Outstanding Obligations) of the Indenture, the Collateral Agent agrees to cooperate with each
Grantor with respect to any sale permitted by Sections 5.10 (Asset Sales) and 5.16 (Sale and
Leaseback Transactions) of the Indenture and promptly take such action and execute and deliver such
instruments and documents reasonably requested by such Grantor to release, without recourse or
warranty, the Liens and security interests created hereby relating to any of the assets or property



35









 




affected by any sale permitted by Sections 5.10 (Asset Sales) and 5.16 (Sale and Leaseback
Transactions) of the Indenture including, without limitation, any necessary Uniform Commercial Code
amendment, termination or partial termination statement.




     28. Termination. This Agreement shall terminate when all the Obligations have been
paid in full. Upon such termination, the Collateral Agent shall reassign and redeliver (or cause to
be reassigned and redelivered) to each Grantor, or to such person or persons as such Grantor shall
designate, or to whomever may be lawfully entitled to receive such surplus, against receipt, such
of the Collateral (if any) as shall not have been sold or otherwise applied by the Collateral Agent
pursuant to the terms hereof and shall still be held by it hereunder, together with appropriate
instruments or reassignment and release in form reasonably requested by such Grantor. Any such
reassignment and release shall be without recourse upon or warranty by the Collateral Agent (other
than a warranty that the Collateral Agent has not assigned its rights and interests hereunder to
any Person) and at the expense of each Grantor.



     29. WAIVER OF JURY TRIAL. EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER INDENTURE
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



     30. Incorporation by Reference. In connection with its execution and acting hereunder
the Collateral Agent is entitled to all rights, privileges, protections, immunities and benefits
provided to it under the Indenture.



* * * * * * * * * *





36












 





     IN WITNESS WHEREOF, each of the undersigned has caused this Indenture Collateral
Agreement to be duly executed and delivered as of the date first written above.



	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA

HOLDINGS LTD.

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature
Page to the Indenture Collateral Agreement







 









 









	 	 	 	 	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to the Indenture Collateral Agreement






 









 








	 	 	 	 	 
	 	STRATUS TECHNOLOGIES BERMUDA LTD.

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	
Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature
Page to the Indenture Collateral Agreement






 









 








	 	 	 	 	 
	 	SRA TECHNOLOGIES CYPRUS LIMITED

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	
Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to the Indenture Collateral Agreement






 









 








	 	 	 	 	 
	 	STRATUS TECHNOLOGIES IRELAND LIMITED

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	
Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to the Indenture Collateral Agreement






 









 








	 	 	 	 	 
	 	CEMPRUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	
Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to the Indenture Collateral Agreement






 









 








	 	 	 	 	 
	 	CEMPRUS LLC

 	 
	 	By:  	/s/
Frederick S. Prifty	 
	 	 	Name:  	
Frederick S. Prifty	 
	 	 	Title:  	 	 
	 



Signature Page to the Indenture Collateral Agreement




 









 







Accepted and agreed to:



THE BANK OF NEW YORK MELLON TRUST 
COMPANY, N.A., as Collateral Agent




	 	 	 	 	 
	 	 
	By:  	/s/ Raymond
K. O’Neil 	 	 	 
	 	Name:  	Raymond K. O’Neil 	 	 
	 	Title: 	Senior Associate 	 	 
	 



Signature Page to the Indenture Collateral Agreement




 









 








Schedule I to

Collateral Agreement




Copyrights and Copyright Licenses



None.




 









 








Schedule II to

Collateral Agreement




Patents and Patent Licenses



See attached.





 











 





Stratus Technologies Bermuda Ltd.

(f/k/a Stratus Technologies International, SA.R.L. and

Stratus Computer Systems, S.A.RL.)




ISSUED PATENTS:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Kirkpatrick	 	 	 	 	 	 	 	 
	 	 	Ref. No. (Case	 	 	 	 	 	 	 	 
	 	 	No.):	 	Stratus Ref. No.	 	Title	 	Issue Date:	 	Patent #:
	1

	 	SRT-001
	 	S8
	 	Methods and Apparatus for Persistent
Volatile Computer Memory
	 	11-Jan-2005
	 	 	6,842,823	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	SRT-003
	 	S12
	 	Method and Apparatus for Deterministically
Booting a Redundant Fault-Tolerant System
	 	10-Feb-2004
	 	 	6,691,225	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	SRT-008
	 	H21
	 	Methods and Apparatus for Generating
High-Frequency Clocks Deterministically
From a Low-Frequency System Reference
Clock
	 	02-Nov-2004
	 	 	6,813,721	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	SRT-009
	 	H3/13
	 	A Method and Apparatus for Efficiently
Moving Portions of a Memory Block
	 	20-Sep-2005
	 	 	6,948,010	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5

	 	SRT-010
	 	S11
	 	Maintenance of Consistent, Redundant
Mass Storage Images
	 	05-Oct-2004
	 	 	6,802,022	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6

	 	SRT-011
	 	H7
	 	Caching For I/O Virtual Address
Translation And Validation Using Devise
Drivers
	 	26-Apr-2005
	 	 	6,886,171	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7

	 	SRT-012
	 	H5
	 	Apparatus and Methods for Identifying Bus
Protocol Violations
	 	20-Jul-2004
	 	 	6,766,479	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8

	 	SRT-013
	 	H26
	 	Method and Apparatus for Clock
Management Based on Environmental
Conditions
	 	06-Apr-2004
	 	 	6,718,474	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9

	 	SRT-014
	 	S32
	 	Implementing Standards-Based File
Operations in Proprietary Operating
Systems
	 	29-Nov-2005
	 	 	6,970,892	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10

	 	SRT-016
	 	H8
	 	Methods And Apparatus for Computer Bus
Error Termination
	 	07-Feb-2006
	 	 	6,996,750	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11

	 	SRT-019
	 	S34
	 	Systems and Methods for Caching With
File-Level Granularity
	 	20-Jul-2004
	 	 	6,766,413	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12

	 	SRT-020
	 	H27
	 	Coordinated Recalibration Of High
Bandwidth Memories in a Multiprocessor
Computer
	 	29-Mar-2005
	 	 	6,874,102	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13

	 	SRT-021
	 	S33
	 	A Method and Apparatus for Storing
Transactional Information in Persistent
Memory
	 	31-May-2005
	 	 	6,901,481	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14

	 	SRT-022	 	 	 	Apparatus and Methods for Fault Tolerant
Computing Using a Switching Fabric
	 	20-Jun-2006
	 	 	7,065,672	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	15

	 	SRT-023
	 	S35
	 	A Method and Apparatus for Managing
Session Information
	 	01-Mar-2005
	 	 	6,862,689	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Kirkpatrick	 	 	 	 	 	 	 	 
	 	 	Ref. No. (Case	 	 	 	 	 	 	 	 
	 	 	No.):	 	Stratus Ref. No.	 	Title	 	Issue Date:	 	Patent #:
	16

	 	SRT-024
	 	H42
	 	Apparatus and Method for Accessing a
Mass Storage Device in a Fault-Tolerant
Server
	 	29-Nov-2005
	 	 	6,971,043	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	SRT-025
	 	H40
	 	Apparatus and Method for Two Computing
Elements in a Fault-Tolerant Server to
Execute Instructions In Lockstep
	 	09-Aug-2005
	 	 	6,928,583	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	SRT-029
	 	S9
	 	System and Method for Operating a SCSI
Bus With Redundant SCSI Adaptors
	 	11-May-2004
	 	 	6,735,715	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	19

	 	SRT-030
	 	HI5/16/19
	 	System and Method for Operating a System
With Redundant Peripheral Bus Controllers
	 	16-Mar-2004
	 	 	6,708,283	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	SRT-031
	 	H10
	 	Hot Plug Switch Mechanism
	 	12-Mar-2002
	 	 	6,355,991	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	21

	 	SRT-032
	 	H1
	 	Fault-Tolerant Computer System With
Voter Delay Buffer
	 	16-Nov-2004
	 	 	6,820,213	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	22

	 	SRT-033
	 	S3A
	 	Fault-Tolerant Maintenance Bus
Architecture
	 	14-Oct-2003
	 	 	6,633,996	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23

	 	SRT-034
	 	H12
	 	Method and System for Upgrading Fault-
Tolerant Systems
	 	03-Feb-2004
	 	 	6,687,851	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24

	 	SRT-035
	 	S3B
	 	Fault-Tolerant Maintenance Bus Protocol
and Method for Using The Same
	 	10-Feb-2004
	 	 	6,691,257	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25

	 	SRT-059
	 	 	 	Systems and Methods for Checkpointing
	 	24-Feb-2009
	 	 	7,496,787	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26

	 	SRT-067
	 	 	 	Systems and Methods for Maintaining Lock
Step Operation
	 	24-Feb-2009
	 	 	7,496,786	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	 	 	 	 	Systems and Methods for Split Mode
Operation of Fault-Tolerant Computer
Systems
	 	23-Feb-2010
	 	 	7,669,073	 






4









 






PENDING PATENT APPLICATIONS:




	 	 	 	 	 	 	 	 	 	 	 
	Kirkpatrick	 	 	 	 	 	 	 	 	 	 
	Ref. No. (Case No.)	 	Stratus Ref. No.	 	Country	 	Title	 	Filing Date:	 	Application #:
	SRT-062

	 	H81
	 	US
	 	Apparatus and Method for High Performance
Checkpointing and Rollback of Network
Operations
	 	23-Jan-2006
	 	11/337,697
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-064

	 	H85
	 	US
	 	Tracking Modified Pages on a Computer
System
	 	23-Nov-2004
	 	10/997,409
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-067

	 	H75
	 	US
	 	Systems and Methods for Maintaining Lock
Step Operation
	 	30-Sep-2008
	 	12/242,043
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-071

	 	 	 	US
	 	Apparatus and Method for Redundant and
Spread Spectrum Clocking
	 	23-Aug-2007
	 	11/895,048
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-072

	 	 	 	US
	 	Systems and Methods of High Availability
Cluster Environment Failover Protection
	 	26-Nov-2007
	 	11/986,792
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-073

	 	 	 	US
	 	System and Methods for Managing Rules
	 	30-Nov-2007
	 	11/998,581
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-074

	 	 	 	US
	 	Systems and Methods for Managing Multi-
Component Systems in an Infrastructure
	 	30-Sep-2008
	 	12/241,723
	 
	 	 	 	 	 	 	 	 	 	 
	SRT-075

	 	 	 	US
	 	Method for Dynamically Determining a
Predetermined Previous Condition of a Rule-based System
	 	12-Aug-2008
	 	12/189,843






 









 





Licensed Patents (Stratus Computer, Inc. (OldCo) Patents licensed under the Asset Purchase of
Stratus Computer Inc. by Stratus Computer Systems International Sarl of February 26, 1999.
(divestiture agreement).




	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	06/742,039

	 	 	4,654,857	 	 	Digital Data Processor with High
Reliability
	 	USA
	 	03/31/87
	 	03/31/04
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,077,154	 	 	Digital Data Processor with High
Reliability
	 	EPO
	 	10/12/86
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,830,325	 	 	Digital Data Processor with High
Reliability
	 	Japan
	 	03/15/94	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,178,712	 	 	Digital Data Processor with High
Reliability
	 	Canada
	 	11/27/84
	 	11/27/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/904827

	 	 	4,750,177	 	 	Digital Data Processor Apparatus
w/Pipelined with Fault Tolerant Bus
Protocol
	 	USA
	 	06/07/88
	 	09/08/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,077,153	 	 	Digital Data Processor with Fault
Tolerant Bus Protocol
	 	EPO
	 	03/04/87
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,180,453	 	 	Digital Data Processor with Fault
Tolerant Bus Protocol
	 	Canada
	 	01/02/85
	 	01/02/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57-169959

	 	 	 	 	 	Digital Data Processor with Fault
Tolerant Bus Protocol
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/307,525

	 	 	4,453,215	 	 	Central Processing Apparatus for Fault
Tolerant Computing
	 	USA
	 	06/05/84
	 	10/01/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/698,257

	 	 	4,597,084	 	 	Computer Memory Apparatus
	 	USA
	 	06/24/86
	 	2/04/05
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/307,524

	 	 	4,486,826	 	 	Computer Peripheral Control
Apparatus
	 	USA
	 	12/04/84
	 	10/01/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,606,955	 	 	Computer Peripheral Control
Apparatus
	 	Japan
	 	06/13/91
	 	09/30/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,076,655	 	 	Computer Peripheral Control
Apparatus
	 	EPO
	 	09/17/86
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,178,374	 	 	Computer Peripheral Control
Apparatus
	 	Canada
	 	11/20/84
	 	11/20/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	06/927,746

	 	 	4,816,990	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	USA
	 	03/28/89
	 	11/05/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	Switzerland	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/
SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	0 267 011	 	 	Method and Apparatus for Fault
Tolerant Cornputer Systems
	 	Italy	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0 267 011	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	62-278458

	 	 	262 3261	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	Japan
	 	04/11/97
	 	11/05/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08325843

	 	 	 	 	 	Method and Apparatus for Fault
Tolerant Computer Systems
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Having Expandable Processor Section	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/227,471

	 	 	4,966,604	 	 	Digital Data Processing Apparatus
with Pipeland Memory Cycles
	 	USA
	 	09/12/89
	 	08/01/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	P62-201966

	 	 	 	 	 	Digital Dan Processing Apparatus with
Pipeland Memory Cycles
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0256864	 	 	Digital Data Processing Apparatus
with Pipeland Memory Cycles
	 	EPO
	 	02/23/94
	 	08/14/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/003,732

	 	 	5,020,024	 	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	USA
	 	05/28/91
	 	05/28/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0349539	 	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	E88028B	 	 	Method and Apparatus for Digital
Logic Synchronism Monitoring
	 	Austria
	 	01/14/88	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0,349,539	 	 	Method and Apparatus for Digital
Logic Synchronism Monitoring
	 	Belgium
	 	04/07/93	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	P	3880132T2	 	 	Method and Apparatus for Digital
Logic Synchronism Monitoring
	 	Germany
	 	04/07/93	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	614277	 	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	Australia
	 	01/08/92
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	68044/BE/93
	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	Italy
	 	01/21/93
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0349539	 	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	Sweden
	 	04/07/93
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	2573508	 	 	Method and Apparatus for Deleting
Selected Absence of Digital Logic
Synchronism
	 	Japan
	 	10/24/98
	 	01/14/01
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PC/US88/00066

	 	 	 	 	 	Method and Apparatus for Detecting
Selected Absence of Digital Logic
Synchronism
	 	Patent COOP

Treaty	 	 	 	 






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	07/018,629

	 	 	4,920,540	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	USA
	 	04/24/90
	 	02/25/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 280 258	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	EPO
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 250 258	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	France
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	3853734.6-08	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	Germany
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	88102650.4

	 	 	0 258 280	 	 	Fault-Tolerant Digital Timing
Apparatus and Method
	 	UK
	 	03/30/95
	 	02/23/08
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/079,297

	 	 	4,926,315	 	 	Digital Data Processor whit Fault
Tolerant Peripheral Bus Comm.
	 	USA
	 	05/15/90
	 	07/29/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323442	 	 	Digital Data Processor whit Fault
Tolerant Peripheral Bus Comm.
	 	Canada
	 	04/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/368,125

	 	 	4974150	 	 	Fault Tolerant Digital Data Processor
w/Improved I/O Controller
	 	USA
	 	11/27/90
	 	06/16/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1,323,441	 	 	Fault Tolerant Digital Data Processor
w/Improved I/O Controller
	 	Canada
	 	10/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data Processor
w/Improved I/O Controller
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data Processor
w/Improved I/O Controller
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/368,124

	 	 	4,974,144	 	 	Digital Data Processor with Fault
Tolerant Peripheral Interface
	 	USA
	 	11/27/90
	 	06/16/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1 319754	 	 	Digital Data Processor with Fault
Tolerant Peripheral Interface
	 	Canada
	 	06/29/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Digital Data Processor with Fault
Tolerant Peripheral Interface
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Digital Data Processor with Fault
Tolerant Peripheral Interface
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/079,218

	 	 	4,931,922	 	 	Method and Apparatus for Monitoring
Peripheral Device Communications
	 	US
	 	06/05/90
	 	07/29/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323440	 	 	Method and Apparatus for Monitoring
Peripheral Device Communications
	 	Canada
	 	10/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Method and Apparatus for
Monitoring Peripheral Device
Communications
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Method and Apparatus for
Monitoring Peripheral Device
Communications
	 	Japan	 	 	 	 






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	07/079,223

	 	 	4,939,643	 	 	Fault Tolerant Digital Data
Processor w/Improved Bus
Protocol
	 	USA
	 	07/03/90
	 	07/29/07
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	1323443	 	 	Fault Tolerant Digital Data
Processor w/Improved Bus
Protocol
	 	Canada
	 	10/19/93
	 	06/20/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data
Processor w/Improved Bus
Protocol
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault Tolerant Digital Data
Processor w/Improved Bus
Protocol
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/884,257

	 	 	5,243,704	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	USA
	 	09/07/93
	 	05/19/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2016193-1

	 	 	 	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	France	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	DE69031011T2
	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	Germany
	 	10/09/97	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	Netherlands	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0398678	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	U.K.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	02-130098

	 	 	 	 	 	Multinodal Interconnection
System; Optimized Interconnect
Network
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	414,107

	 	 	5,049,701	 	 	EMI Cabinet with Improved
Interference Suppression
	 	USA
	 	09/17/91
	 	09/29/09
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0420278	 	 	EMI Cabinet with Improved
Interference Suppression
	 	EPO
	 	09/21/94	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	DE 6901272572
	 	EMI Cabinet with Improved
Interference Suppression
	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	EMI Cabinet with Improved
Interference Suppression
	 	France	 	 	 	 






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	 	 	 	EMI Cabinet with Improved
Interference Suppression
	 	U.K.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2-256788

	 	 	 	 	 	EMI Cabinet with Improved
Interference Suppression
	 	JP	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2024790-8

	 	 	 	 	 	 	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	743,992

	 	 	5,379,381	 	 	I/O Controller Apparatus &
Method for Transferring Data
between a Host Processor &
Multiple I/O Units
	 	USA
	 	01/03/95
	 	08/12/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	07/743,691

	 	 	5,257,383	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	USA
	 	10/26/93
	 	08/12/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	92110499.8

	 	 	0528139	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	EPO
	 	07/01/96
	 	06/22/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	Netherl	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	France	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2,072,720

	 	 	 	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	Canada
	 	06/29/92	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	98101193.6

	 	HK1002145
	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	HK
	 	07/31/98
	 	06/22/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	04-231595

	 	 	 	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	898,157

	 	 	5,475,860	 	 	Input/Output Control system and
Method for Direct Memory
Transfer According to Location
Addresses Provided by the Source
Unit and Destination Addresses
Provided by the Destination Unit
(as amended)
	 	USA
	 	12/12/95
	 	12/12/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2098350

	 	 	 	 	 	Improved IO Control System and
Method
	 	CANADA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	931095533

	 	 	0578013	 	 	Improved IO Control System and
Method
	 	EPO
	 	03/18/98	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	69317481.1	 	 	Improved IO Control System and
Method
	 	Germany	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
Method
	 	France	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
Method
	 	U.K.	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	0578013	 	 	Improved IO Control System and
Method
	 	Netherlands	 	 	 	 






10









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	723,065

	 	 	5,220,668	 	 	Digital Processor w/maintenance
& Diagnostic System
	 	USA
	 	06/15/93
	 	06/28/11
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	882,474

	 	 	5,423,024	 	 	Fault tolerant Processing Section
with Dynamically reconfigurable
voting
	 	USA
	 	06/06/95
	 	05/13/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2068048

	 	 	 	 	 	Fault tolerant Processing Section
with Dynamically
	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4-142228

	 	 	 	 	 	Dynamically reconfigurable voting
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	34,145

	 	 	5,390,081	 	 	Fault-tolerant Power Distribution
Apparatus
	 	USA
	 	07/14/95
	 	03/22/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23,346

	 	 	5,367,688	 	 	Method & Apparatus for Fault-
Detection
	 	USA
	 	11/22/94
	 	02/26/13
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	309,210

	 	 	5,630,056	 	 	Digital Data Processing methods
and Apparatus for Fault Detection
and Fault Tolerance
	 	USA
	 	05/13/97
	 	09/20/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	759,099

	 	 	5,838,900	 	 	Digital Data Processing methods
and Apparatus for Fault Detection
and Fault Tolerance
	 	USA
	 	11/17/98
	 	12/03/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	297,795

	 	 	5,479,648	 	 	Method and Apparatus for
Switching Clock Signals in a
Fault-Tolerant Computer System
	 	USA
	 	12/26/95
	 	12/26/12
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/356,561

	 	 	5,586,253	 	 	Method and Apparatus for
Validating I/O Addresses in a
Fault-Tolerant Computer System
	 	USA
	 	12/17/96
	 	12/21/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	360,414

	 	 	5,555,372	 	 	Fault-Tolerant Computer System
Employing an Improved Error-
Broadcast Mechanism
	 	USA
	 	09/10/96
	 	12/21/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/565,145

	 	 	5,802,265	 	 	Transparent Fault tolerant
Computer System
	 	USA
	 	09/01/98
	 	12/01/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT/US96/18584

	 	 	 	 	 	Transparent Fault tolerant
Computer System
	 	PCT	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/116,770

	 	 	 	 	 	Transparent Fault tolerant
Computer System
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	710,135

	 	 	5,781,910	 	 	System & Method For Performing
Concurrent transactions in a
replicated database environment
	 	USA
	 	07/14/98
	 	09/13/16
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/069,025

	 	 	 	 	 	Circuit Board Chasis
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	09/069,026

	 	 	 	 	 	Circuit Board Chasis
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/514,196

	 	 	5,625,681	 	 	Method and Apparatus for
Telephone Number Portability
	 	USA
	 	04/29/97
	 	08/11/15






11









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	95-304733.9

	 	 	 	 	 	Method and Apparatus for
Switching Clock Signals in a Fault
Tolerant Computer System
	 	Europe	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	95305981.3

	 	 	 	 	 	Digital Data Processing Methods
and Apparatus for Fault Detection
and Fault Tolerance
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/366,414

	 	 	5,559,459	 	 	Clock Signal Generation
Arrangement including Digital
Noise Reduction Circuit for
Reducing noise in a Digital
Clocking Signal
	 	USA
	 	09/24/96
	 	12/29/14
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/546,347

	 	 	5,694,541	 	 	System Console Terminal for Fault
Tolerant Computer System
	 	USA
	 	12/02/97
	 	10/20/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	08/546,234

	 	 	5,815,649	 	 	Distributed Fault Tolerant Digital
Data Storage Subsystem for Fault
Tolerant Computer System
	 	USA
	 	09/29/98
	 	10/20/15
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	658,563

	 	 	5,838,899	 	 	Digital Data Processing Methods
and Apparatus for Fault Isolation
	 	USA
	 	11/17/98
	 	08/05/06
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	57/169959

	 	 	2122979	 	 	Digital Data Processing w/Fault
Tolerant Bus Protocol
	 	Japan
	 	12/20/96
	 	09/30/02
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PCT/US96/09781

	 	 	 	 	 	Digital Data Processing Methods
and Apparatus for Fault Isolation
	 	AU, CA, JP,
EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	EMI Cabinet with Improved
Interference Suppression
	 	Canada	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Hierarchical Memory Management
Apparatus & Method
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Fault-Tolerant UNIX-Type Digital
Data Processing Method Apparatus
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	I/O Controller Apparatus &
Method for Transferring Data
between a Host Processor &
Multiple I/O Units
	 	Japan	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	18310192

	 	 	 	 	 	Programmable Interrupt Priority
Encoder Method & Apparatus
	 	AU	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Dynamically reconfigurable voting
	 	EPO	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Computer Apparatus and Method
for Digital Processing Systems
	 	US	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Method and Apparatus for Digital
Data Back-up Controller
	 	USA	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Computer Apparatus and Method
for Output Comparison
	 	USA	 	 	 	 






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	APPLICATION/	 	 	 	 	 	 	 	 	 	 
	SERIAL NO.	 	PAT NO	 	DESCRIPTION	 	COUNTRY	 	ISSUED	 	EXPIRES
	 

	 	 	 	Apparatus & Method for a Set
Assoc. Shared Cache Memory
	 	USA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Write back and Read Replacement
Stratus Tracking with Snoop
Detection
	 	USA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Method and Apparatus
for Atomic Operation
	 	USA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Computer Apparatus and Method
for Block Trainer
	 	USA	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Power Surge Protection Method &
Apparatus for Replaceable
Electronic Devices	 	 	 	 







13











 





Schedule III to

Collateral Agreement




Trademarks and Trademark Licenses




See attached.




Domain names:




	 	 	 	 	 	 	 
	Stratus Technologies	 	 	 	 	 	 
	Domain Names: March 17, 2010	 	 	 	Expiration	 	 
	Registrant: Network Solutions LLC,	 	Creation Date	 	Date	 	Registrant
	24x7tech.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	24-7technology.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	ftserver.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	stratustechnology.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	stratustechnologies.biz

	 	05-Dec-2001
	 	04-Dec-2012
	 	Stratus Technologies, Inc
	openvos.com

	 	24-May-2001
	 	24-May-2011
	 	Stratus Technologies, Inc
	myftserver.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	about247.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	aboutftserver.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	ftserverstore.com

	 	24-Apr-2001
	 	24-Apr-2011
	 	Stratus Technologies, Inc
	stratusu.com

	 	27-Nov-2000
	 	27-Nov-2013
	 	Stratus Technologies, Inc
	ecacsupport.com

	 	31-Oct-2000
	 	31-Oct-2013
	 	Stratus Technologies, Inc
	continuousavailabilityexperts.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	continuousavailabilitycompany.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	ca-company.com

	 	06-Dec-2005
	 	06-Dec-2010
	 	Stratus Technologies, Inc
	pman3.com

	 	02-Feb-2005
	 	21-May-2011
	 	Stratus Technologies, Inc
	stratustelecom.com

	 	26-Oct-2004
	 	26-Oct-2014
	 	Ymax Communications Corp.
	stratussales.com

	 	25-Aug-2004
	 	25-Aug-2011
	 	Stratus Technologies, Inc.
	icountonstratus.com

	 	05-Aug-2004
	 	05-Aug-2014
	 	Stratus Technologies, Inc.
	countonstratus.com

	 	05-Aug-2004
	 	05-Aug-2014
	 	Stratus Technologies, Inc.
	stratustechnologies.com

	 	02-Sep-2003
	 	02-Sep-2013
	 	Stratus Technologies, Inc.
	advancedservicenetwork.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	advancedservicemanager.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	advancedservicearchitecture.com

	 	26-Jun-2003
	 	26-Jun-2011
	 	Stratus Technologies, Inc.
	24-7technologies.com

	 	17-April-2003
	 	17-April-2011
	 	Stratus Technologies, Inc.
	stratagy.com

	 	24-June-1997
	 	23-June-2011
	 	Stratus Technologies, Inc.
	247availability.com

	 	17-May-2000
	 	17-May-2014
	 	Stratus Technologies, Inc.
	vosforever.com

	 	26-Oct-1998
	 	25-Oct-2011
	 	Stratus Technologies, Inc.
	vos.com

	 	12-Feb-1999
	 	12-Feb-2011
	 	Stratus Technologies, Inc.
	vos4ever.com

	 	26-Oct-1998
	 	25-Oct-2011
	 	Stratus Technologies, Inc.
	stratusftserver.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus247.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24x7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24by7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus24-7.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratus.com

	 	19-Oct-1988
	 	18-Oct-2011
	 	Stratus Technologies, Inc.
	mystratus.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	ftservers.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	ftkit.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	247uptime.com

	 	17-May-2000
	 	17-May-2014
	 	Stratus Technologies, Inc.
	continuousavailability.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.






 









 






	 	 	 	 	 	 	 
	Stratus Technologies	 	 	 	 	 	 
	Domain Names: March 17, 2010	 	 	 	Expiration	 	 
	Registrant: Network Solutions LLC,	 	Creation Date	 	Date	 	Registrant
	faulttolerantserver.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	faulttolerantservers.com

	 	20-Dec-1999
	 	20-Dec-2012
	 	Stratus Technologies, Inc.
	stratustechnologyinc.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnology.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnologiesinc.com

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustec.com

	 	01-June-2000
	 	01-June-2013
	 	Stratus Technologies, Inc.
	my-availability.com

	 	28-Jul-2000
	 	28-Jul-2011
	 	Stratus Technologies, Inc.
	ecacsupport.net

	 	31-Oct-2000
	 	31-Oct-2013
	 	Stratus Technologies, Inc.
	24-7technology.net

	 	17-May-2005
	 	17-May-2010
	 	Stratus Technologies, Inc.
	stratustechnologies.net

	 	02-Sept-2003
	 	02-Sept-2013
	 	Stratus Technologies, Inc.
	24-7technologies.net

	 	17-April-2003
	 	17-Apr-2011
	 	Stratus Technologies, Inc.
	247availability.net

	 	 	 	 	 	Available
	247servers.net

	 	17-May-2000
	 	17-May-2011
	 	Private Registration
	247uptime.net

	 	 	 	 	 	Available
	stratustechnologyinc.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnology.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustechnologiesinc.net

	 	23-May-2000
	 	23-May-2013
	 	Stratus Technologies, Inc.
	stratustec.net

	 	01-June-2000
	 	01-June-2011
	 	Stratus Technologies, Inc.
	247availability.org

	 	 	 	 	 	Available
	247servers.org

	 	17-May-2000
	 	17-May-2011
	 	Private Registration
	247uptime.org

	 	 	 	 	 	Available
	stratustec.org

	 	17-Sep-2002
	 	01-June-2013
	 	Stratus Technologies, Inc.
	stratustechnologies.us

	 	02-Sep-2003
	 	02-Sep-2013
	 	Stratus Technologies, Inc.
	availabilitysummit.com

	 	10-Apr-2006
	 	10-Apr-2011
	 	Stratus Technologies, Inc.
	continuousavailabilitysummit.com

	 	 	 	 	 	Available
	casummit.org

	 	10-Apr-2006
	 	10-Apr-2011
	 	Stratus Technologies, Inc.
	cemprus.com

	 	17-Apr-2006
	 	07-Sep-2014
	 	Stratus Technologies, Inc.
	theavailabilitycompany.com

	 	18-Apr-2006
	 	18-Apr-2011
	 	Stratus Technologies, Inc.
	ca-summit.com

	 	 	 	 	 	Available
	medicalgradeservers.com

	 	19-Oct-2007
	 	19-Oct-2012
	 	Stratus Technologies, Inc.
	ftlinux.com

	 	10-Nov-2004
	 	06-March-2010
	 	Pending Renewal or Deletion
	mystratusu.com

	 	 	 	 	 	Available
	stratusuniversity.com

	 	29-Jul-2009
	 	29-Jul-2010
	 	Unitek Information Systems






	 	 	 	 	 	 	 
	Domain Name (Int’l)	 	 	 	 	 	 
	Registrant: Safe Names	 	Creation Date	 	Expiration Date	 	Registrant
	stratus.se

	 	None
	 	 	 	Records unavailable
	stratustechnologies.com.fr

	 	26-Jan-2004
	 	 	 	Stratus
	stratus.com.mx

	 	27-Jan-2004
	 	27-Jan-2011
	 	Stratus Computer, Inc.
	stratus.com.hk

	 	09-May-2006
	 	10-May-2011
	 	Stratus Technologies (Hong Kong) Limited
	stratus.co.za

	 	 	 	 	 	Stratus Computer, Inc.
	stratustechnologies.cn

	 	01-Dec-2003
	 	01-Dec-2010
	 	Stratus Computer, Inc.
	stratustechnologies.com.cn

	 	01-Dec-2003
	 	01-Dec-2010
	 	Stratus Computer, Inc.
	stratustechnologies.fr

	 	20-Dec-2004
	 	 	 	Private Registration
	stratus.ca

	 	24-Nov-2000
	 	01-Dec-2011
	 	Stratus Computer Systems Canada Corp.
	stratustechnologies.jp

	 	05-Dec-2003
	 	31-Dec-2010
	 	Stratus Technologies Japan, Inc.
	stratuscomputer.co.uk

	 	14-June-2000
	 	14-June-2010
	 	Stratus Computer (DE), Inc.
	stratustechnologies.co.uk

	 	16-June-2000
	 	16-June-2010
	 	Stratus Computer, Inc.
	stratustechnology.co.uk

	 	16-June-2000
	 	16-June-2010
	 	Stratus Computer, Inc.
	stratustechnologies.co.kr

	 	30-June-2004
	 	30-June-2010
	 	Stratus Computer Systems (Korea)






15









 






	 	 	 	 	 	 	 
	Domain Name (Int’l)	 	 	 	 	 	 
	Registrant: Safe Names	 	Creation Date	 	Expiration Date	 	Registrant
	stratus.com.ru

	 	26-May-2000
	 	 	 	Stratus Computer, Inc.
	stratus.com.sg

	 	14-Jul-2000
	 	14-Jul-2010
	 	Stratus Technologies (Singapore) Pte. Ltd.
	stratuscomputersystems.ltd.uk

	 	 	 	 	 	Available
	stratus.it

	 	09-June-2000
	 	09-June-2010
	 	Private Registration
	stratus.cn

	 	28-Nov-2003
	 	28-Nov-2010
	 	Stratus Computer, Inc.
	stratus.be

	 	14-Dec-2000
	 	 	 	Private Registration
	stratuscomputer.be

	 	14-Dec-2000
	 	 	 	Private Registration
	stratuscomputersystems.be

	 	15-Dec-2000
	 	 	 	Private Registration
	stratustechnologies.be

	 	14-Dec-2000
	 	 	 	Private Registration
	stratustechnologies.de

	 	 	 	 	 	Stratus Computer, Inc.
	stratus.es

	 	 	 	 	 	Available
	stratuscomputer.ltd.uk

	 	 	 	 	 	Available
	stratus.co.nz

	 	26-April-2000
	 	26-May-2010
	 	Stratus Computer (DE), Inc.
	stratus.co.jp

	 	21-Aug-1996
	 	 	 	Stratus Technologies Japan, Inc.
	stratus.co.kr

	 	11-May-2009
	 	11-May-2011
	 	Stratus Korea
	stratus.ru

	 	09-Feb-1998
	 	01-March-2011
	 	Stratus Technologies RUS
	availability.be

	 	 	 	 	 	Available
	ftexchangeserver.de

	 	 	 	 	 	Available
	continuum.be

	 	07-Feb-2008
	 	 	 	Records unavailable
	ftserver.be

	 	 	 	 	 	Available






16









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Argentina
	 	STRATUS	 	4/23/1991	 	1.797.947	 	10/31/1994	 	2.051.696	 	9
	Argentina
	 	STRATUS	 	8/3/1994	 	1.930.927	 	2/14/1996	 	2.108.679	 	42
	Argentina
	 	STRATUS	 	3/25/1992	 	1.836.728	 	10/27/1999	 	1,758,999	 	37
	 
	Australia
	 	STRATUS	 	N/A	 	N/A	 	12/22/1981	 	A402,240	 	37
	Australia
	 	STRATUS	 	N/A	 	N/A	 	12/22/1981	 	A369,706	 	42
	Australia
	 	STRATUS	 	 	 	392,419	 	6/7/1983	 	A392,419	 	9
	Australia
	 	ftc server	 	6/19/2000	 	839306	 	5/4/2001	 	839,306	 	9
	Australia
	 	24x7 with design	 	6/19/2000	 	839305	 	5/4/2001	 	839,305	 	9
	Australia
	 	Stratus 24x7 with design	 	4/6/2000	 	830838	 	3/5/2001	 	830,838	 	9
	 
	Austria
	 	STRATUS	 	10/9/1984	 	AM 3108/84	 	5/30/1985	 	109.273	 	9
	 
	Bahrain
	 	STRATUS	 	8/16/1994	 	968/94	 	3/17/1996	 	TM17833	 	9
	Bahrain
	 	STRATUS	 	8/16/1994	 	969/94	 	8/27/1995	 	SM1447	 	37
	 
	Belize
	 	STRATUS - Stylized	 	5/6/1993	 	N/A	 	10/3/1985	 	6745	 	9
	 
	Benelux
	 	STRATUS	 	3/8/1983	 	656.390	 	3/8/1983	 	389.474	 	9
	Benelux
	 	STRATUS	 	3/27/1992	 	778.105	 	3/27/1992	 	516325	 	37,42
	 
	Brazil
	 	STRATUS - Stylized	 	5/3/1985	 	811975550	 	9/9/1986	 	811975550	 	9
	Brazil
	 	STRATUS	 	1/29/1992	 	816.617.287	 	9/26/1995	 	816617287	 	40
	Brazil
	 	STRATUS	 	1/29/1992	 	816617279	 	9/26/1995	 	816617279	 	37
	 
	Bulgaria
	 	STRATUS	 	4/6/1992	 	19501	 	8/10/1993	 	2442	 	37
	 
	Canada
	 	STRATUS	 	3/4/1983	 	499824	 	8/2/1985	 	305,374	 	N/A
	 
	 	Stratus Computer	 	 	 	 	 	 	 	 	 	 
	Canada
	 	Corporation	 	9/8/1992	 	712,362	 	10/28/1994	 	434,911	 	N/A
	Canada
	 	FTX	 	3/21/2003	 	1,171,923	 	2/16/2005	 	TMA 632933	 	N/A






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Canada
	 	ftServer	 	3/20/2000	 	1,051,469	 	12/10/2004	 	TMA 628207	 	N/A
	Canada
	 	ftc server	 	6/19/2000	 	1,064,074	 	12/13/2004	 	TMA 628283	 	N/A
	Canada
	 	24x7 with design	 	6/19/2000	 	1,064,073	 	5/1/2018	 	TMA 580410	 	N/A
	Canada
	 	Stratus 24x7 with design	 	4/7/2000	 	1,054,521	 	4/28/2003	 	TMA 579852	 	N/A
	 
	Chile
	 	STRATUS	 	11/27/1991	 	193.822	 	7/2/1992	 	645,178	 	9
	Chile
	 	STRATUS	 	11/27/1991	 	193.823	 	7/2/1992	 	645,179	 	37
	 
	China, PRC
	 	STRATUS	 	12/29/1988	 	88 47280	 	1/10/1989	 	503591	 	9
	China, PRC
	 	STRATUS	 	9/30/1993	 	93 093421	 	12/21/1994	 	774283	 	37
	 
	Colombia
	 	STRATUS	 	4/26/1991	 	340.422	 	11/30/1993	 	144382	 	9
	Colombia
	 	STRATUS	 	3/24/1992	 	357.725	 	12/15/1993	 	146,668	 	37
	 
	Community
	 	STRATUS	 	3/2/2001	 	2,113,314	 	 	 	2,113,314	 	9,16,35,37,38,41,42
	Community
	 	ftServer with design	 	3/2/2001	 	2,113,405	 	7/4/2004	 	2,113,405	 	9,16,37,42
	Community
	 	24x7 with design	 	6/19/2000	 	1,713,940	 	9/3/2001	 	1,713,940	 	9,16,37,42
	Community
	 	Stratus 24x7 with design	 	4/5/2000	 	1,593,565	 	8/11/2003	 	1,593,565	 	9,16,37,42
	 
	Costa Rica
	 	STRATUS	 	8/18/1993	 	N/A	 	8/28/1996	 	96781	 	9
	Costa Rica
	 	STRATUS	 	8/18/1993	 	N/A	 	 	 	85336	 	37
	 
	Cyprus
	 	STRATUS	 	12/11/1991	 	35651	 	9/27/1994	 	35651	 	9
	Cyprus
	 	STRATUS	 	12/11/1991	 	35652	 	9/27/1994	 	035652	 	37
	 
	Denmark
	 	STRATUS	 	3/9/1983	 	1278/83	 	4/19/1985	 	VR 01.200-1985	 	9
	 
	El Salvador
	 	STRATUS	 	2/10/1993	 	543/93	 	10/2/1996	 	65 B36	 	9
	El Salvador
	 	STRATUS	 	2/10/1993	 	E544/93	 	10/2/1996	 	70 B.36	 	37
	 
	Finland
	 	STRATUS	 	7/27/1988	 	3274/88	 	1/20/1994	 	129948	 	9
	Finland
	 	STRATUS	 	10/9/1984	 	5641/84	 	11/21/1988	 	102567	 	9






18









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	France
	 	STRATUS	 	4/8/1992	 	92414172	 	4/8/1992	 	92/414.172	 	37
	France
	 	STRATUS	 	10/12/1982	 	642.327	 	10/12/1982	 	1.216.633	 	9
	France
	 	ftServer	 	3/30/2000	 	3018279	 	3/30/2000	 	00/3,018,279	 	9
	France
	 	ftc server	 	6/19/2000	 	3035196	 	6/19/2000	 	00/3,035,196	 	9
	France
	 	24x7 with design	 	6/27/2000	 	3037274	 	6/27/2000	 	00/3,037,274	 	9,16,37
	France
	 	Stratus 24x7 with design	 	4/25/2000	 	3023793	 	4/25/2000	 	00/3,023,793	 	9,16,37
	 
	Germany
	 	STRATUS	 	3/26/1992	 	St 17 894/37 Wz	 	3/29/1993	 	2 033 523	 	37,42
	Germany
	 	STRATUS - Stylized	 	11/7/1984	 	St 14 056/9 Wz	 	10/17/1985	 	1083294	 	9
	Germany
	 	STRATUS	 	10/27/1982	 	St 13 265/9 Wz	 	9/1/1983	 	1,053,236	 	9
	Germany
	 	ftServer	 	3/23/2000	 	300 22 865 1	 	9/4/2000	 	300 22 865	 	9,16,37,42
	Germany
	 	ftc server	 	6/19/2000	 	300 45 796.0	 	10/31/2000	 	300 45 796	 	9.16.37,42
	Germany
	 	24x7 with design	 	6/16/2000	 	300 45 551.8	 	9/8/2000	 	300 45 551	 	9,16,37,42
	Germany
	 	Stratus 24x7 with design	 	4/7/2000	 	300 27 087 9	 	6/19/2000	 	300 27 087	 	9,16,37,42
	 
	Greece
	 	STRATUS	 	4/1/1985	 	79551	 	5/19/1987	 	79551	 	9
	Greece
	 	STRATUS	 	2/19/1993	 	112,858	 	9/19/1995	 	112.858	 	37
	 
	Guatemala
	 	STRATUS	 	4/13/1993	 	2,185-93	 	9/6/1995	 	75512/330/162	 	9
	Guatemala
	 	STRATUS	 	4/13/1993	 	2,184-93	 	2/16/1995	 	074082/424/159	 	37
	 
	Honduras
	 	STRATUS	 	7/9/1993	 	6772/93	 	1/4/1994	 	59.144	 	9
	Honduras
	 	STRATUS	 	7/9/1993	 	6763/93	 	1/4/1994	 	1691	 	37
	 
	Hong Kong
	 	STRATUS	 	10/16/1984	 	3249/84	 	10/16/1984	 	1987 / 0361	 	9
	Hong Kong
	 	STRATUS	 	3/2/1992	 	92 05923	 	3/2/1992	 	1994 / 04947	 	37
	Hong Kong
	 	24x7 with design	 	6/19/2000	 	2000 13465	 	1/9/2002	 	2002 / B00253	 	9
	Hong Kong
	 	Stratus 24x7 with design	 	4/5/2000	 	2000 07304	 	10/17/2001	 	2001 / 11956	 	9
	 
	Hungary
	 	STRATUS	 	5/25/2000	 	M00 02832	 	10/18/2001	 	167,191	 	9
	 






19









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Iceland
	 	STRATUS	 	12/8/1992	 	1213/1992	 	4/27/1993	 	365/1993	 	9,37
	 
	India
	 	STRATUS	 	6/5/2000	 	 	 	6/5/2000	 	929725	 	9
	 
	Indonesia
	 	STRATUS	 	12/9/1991	 	14878191	 	1/6/1995	 	323 390	 	9
	Indonesia
	 	STRATUS	 	12/9/1991	 	14878A191	 	1/6/1995	 	323 391	 	16
	 
	Iran
	 	STRATUS	 	7/5/1992	 	104367	 	12/20/1992	 	69632	 	9,35
	 
	Ireland
	 	STRATUS (hardware)	 	10/5/1984	 	3029/84	 	3/3/1986	 	113515	 	9
	Ireland
	 	STRATUS (software)	 	11/22/1988	 	5260/88	 	11/22/1991	 	131152	 	9
	 
	Israel
	 	STRATUS	 	8/14/1989	 	73365	 	4/26/1993	 	73365	 	9
	Israel
	 	STRATUS	 	10/18/1991	 	81350	 	10/18/1991	 	81350	 	37
	 
	Italy
	 	STRATUS	 	10/12/1982	 	40942-C/82	 	2/17/1986	 	404468	 	9
	Italy
	 	STRATUS	 	4/15/1992	 	T092C000799	 	11/21/1994	 	634874	 	37
	 
	Japan
	 	STRATUS	 	3/10/1983	 	07-726961	 	12/25/1995	 	1827499	 	11
	Japan
	 	STRATUS	 	6/3/1992	 	04-119950	 	9/30/1994	 	3003682	 	37
	 
	 	STRATUS w/ katakana	 	 	 	 	 	 	 	 	 	 
	Japan
	 	characters	 	4/7/1992	 	04-101724	 	1/31/1995	 	3020162	 	9
	Japan
	 	STRATUS	 	6/3/1992	 	04-119949	 	4/28/1995	 	3035923	 	42
	Japan
	 	STRATUS - stylized	 	6/3/1992	 	05-105959	 	1/31/1996	 	3116874	 	41
	 
	 	STRATUS w/katakana	 	 	 	 	 	 	 	 	 	 
	Japan
	 	characters	 	5/19/1992	 	04-113909	 	9/30/1996	 	3204472	 	37
	Japan
	 	STRATUS	 	5/19/1992	 	04-113908	 	9/30/1996	 	3204471	 	37
	Japan
	 	ftServer	 	4/14/2000	 	2000-39949	 	1/19/2001	 	4447539	 	9
	Japan
	 	ftServer with design	 	6/22/2000	 	2000-69643	 	4/13/2001	 	4,467,439	 	9
	Japan
	 	Stratus 24x7 with design	 	4/14/2000	 	2000-39950	 	3/23/2001	 	4,462,412	 	9
	 
	Korea, So.
	 	STRATUS	 	10/13/1984	 	15438/84	 	11/28/1985	 	120,304	 	39
	Korea, So.
	 	STRATUS	 	11/23/1991	 	5145/91	 	4/13/1993	 	19,635	 	112(int’l class 42)






20









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Korea, So.
	 	ftServer	 	3/23/2000	 	13,994/2000	 	3/4/2002	 	514,000	 	9
	Korea, So.
	 	ftc server	 	6/20/2000	 	29,309/2000	 	1/17/2002	 	510,790	 	9
	Korea, So.
	 	24x7 with design	 	6/20/2000	 	29,310/2000	 	1/17/2002	 	510,791	 	9
	Korea, So.
	 	Stratus 24x7 with design	 	4/7/2000	 	16,663/2000	 	11/29/2001	 	507,625	 	9
	 
	Kuwait
	 	STRATUS	 	7/15/1993	 	27242	 	11/5/1995	 	25322	 	9
	 
	Macao
	 	STRATUS	 	11/26/1993	 	13124	 	11/26/1993	 	13-124	 	9
	 
	Malaysia
	 	STRATUS	 	10/10/1984	 	84/04774	 	10/10/1984	 	84/04774	 	9
	 
	Mexico
	 	STRATUS	 	9/27/1991	 	123.308	 	7/5/1996	 	525161	 	37
	Mexico
	 	STRATUS	 	8/8/1988	 	46741	 	11/22/1988	 	355727	 	(26) 9 & 16
	Mexico
	 	ftServer	 	4/10/2000	 	420,264	 	1/30/2001	 	684057	 	9
	Mexico
	 	ftc server	 	6/28/2000	 	433,385	 	3/28/2003	 	785619	 	9
	Mexico
	 	24x7 with design	 	6/30/2000	 	433,892	 	6/21/2001	 	703434	 	9
	Mexico
	 	Stratus 24x7 with design	 	4/12/2000	 	420,729	 	11/27/2000	 	678367	 	9
	 
	New Zealand
	 	STRATUS	 	10/10/1984	 	155208	 	10/10/1984	 	155208	 	9
	New Zealand
	 	ftServer	 	3/23/2000	 	611097	 	3/23/2000	 	611097	 	9
	New Zealand
	 	ftc server	 	6/19/2000	 	617029	 	6/19/2000	 	617029	 	9
	New Zealand
	 	24x7 with design	 	6/19/2000	 	617030	 	6/19/2000	 	617030	 	9
	New Zealand
	 	Stratus 24x7 with design	 	4/5/2000	 	611946	 	4/5/2000	 	611946	 	9
	 
	Nicaragua
	 	STRATUS	 	10/20/1992	 	92-02635	 	9/28/1993	 	24002 C.C.	 	9
	Nicaragua
	 	STRATUS	 	10/20/1992	 	92-02634	 	9/28/1993	 	24001 C.C.	 	37
	 
	Norway
	 	STRATUS	 	3/8/1983	 	83.0735	 	6/7/1984	 	117163	 	9
	 
	Oman
	 	STRATUS	 	7/9/1994	 	10110	 	4/23/2002	 	10110	 	9
	Oman
	 	STRATUS	 	7/9/1994	 	10111	 	7/9/1994	 	10111	 	37
	 






21









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Panama
	 	STRATUS	 	6/24/1993	 	66644	 	2/3/1995	 	66644	 	9
	Panama
	 	STRATUS	 	6/24/1993	 	66643	 	2/3/1995	 	66643	 	37
	 
	Philippines
	 	STRATUS	 	5/21/1992	 	80850	 	1/9/1996	 	62254	 	9
	Philippines
	 	STRATUS	 	7/6/1992	 	81383	 	6/20/1995	 	60794	 	37
	 
	Portugal
	 	STRATUS	 	8/30/1989	 	258,147	 	4/1/1993	 	258147	 	9
	 
	Qatar
	 	STRATUS	 	9/4/1994	 	12297	 	6/12/2001	 	12297	 	9
	Qatar
	 	STRATUS	 	9/4/1994	 	12298	 	6/12/2001	 	12298	 	37
	 
	Saudi Arabia
	 	STRATUS	 	1/14/1990	 	10653	 	6/23/1990	 	220/50	 	9
	Saudi Arabia
	 	STRATUS	 	6/1/1992	 	16836	 	2/28/1993	 	277/05	 	37
	 
	Singapore
	 	STRATUS	 	10/15/1984	 	S/5339/84	 	10/15/1984	 	5339/84	 	9
	Singapore
	 	STRATUS	 	5/16/1992	 	S/3662/92	 	5/16/1992	 	3662/92	 	37
	Singapore
	 	ftc server	 	6/23/2000	 	T00/10995C	 	6/23/2000	 	T00/10995C	 	9
	Singapore
	 	24x7 with design	 	6/23/2000	 	T00/10994E	 	6/23/2000	 	T00/10994E	 	9
	Singapore
	 	Stratus 24x7 with design	 	4/7/2000	 	T00/05863A	 	4/7/2000	 	T00/05863A	 	9
	 
	South Africa
	 	STRATUS	 	10/12/1984	 	84/9153	 	10/12/1984	 	84/9153	 	9
	South Africa
	 	ftServer	 	3/20/2000	 	2000/04956	 	11/10/2003	 	2000/04956	 	9
	South Africa
	 	ftc server	 	6/19/2000	 	2000/12345	 	 	 	 	 	9
	South Africa
	 	24x7 with design	 	6/20/2000	 	2000/12548	 	2/27/2004	 	2000/12548	 	9
	South Africa
	 	Stratus 24x7 with design	 	4/5/2000	 	2000/06357	 	5/8/2004	 	2000/06357	 	9
	 
	Spain
	 	STRATUS	 	6/16/1983	 	1.040.212	 	1/27/1986	 	1.040.212	 	9
	Spain
	 	STRATUS	 	4/12/2000	 	2.308.211	 	4/12/2000	 	2.308.211	 	37
	 
	Sweden
	 	STRATUS	 	3/8/1983	 	83-1492	 	9/7/1984	 	192778	 	9
	Sweden
	 	STRATUS	 	4/8/1992	 	92-03434	 	12/30/1992	 	244945	 	37,42
	 






22









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	Switzerland
	 	STRATUS	 	4/15/1983	 	2218	 	4/15/1983	 	327238	 	9
	 
	Switzerland
	 	STRATUS	 	4/1/1993	 	5502/1993.0	 	4/1/1993	 	409908	 	37
	 
	Switzerland
	 	24x7 with design	 	6/19/2000	 	07232/2000	 	6/19/2000	 	480255	 	9,37,42
	Switzerland
	 	Stratus 24x7 with design	 	4/5/2000	 	04096/2000	 	2/20/2001	 	480853	 	9,37,42
	 
	Taiwan
	 	STRATUS	 	5/13/1985	 	(74)19603	 	5/16/1986	 	326750	 	94
	Taiwan
	 	STRATUS	 	10/13/1984	 	(73)49769	 	12/1/1985	 	307589	 	80
	Taiwan
	 	STRATUS	 	9/3/1991	 	80040041	 	5/16/1992	 	57195	 	6
	 
	Thailand
	 	STRATUS	 	1/22/1992	 	223801	 	9/22/1992	 	TM164678	 	9
	Thailand
	 	STRATUS	 	7/8/1992	 	230508	 	7/25/1995	 	SM3211	 	37
	 
	Tunisia
	 	STRATUS	 	7/8/1994	 	EE 94.0755	 	7/8/1994	 	EE94.0755	 	9,37
	 
	Turkey
	 	STRATUS	 	8/14/1989	 	5765/89	 	8/14/1989	 	114220	 	9
	 
	United Arab
Emirates
	 	STRATUS	 	2/28/1995	 	9429	 	1/29/1997	 	8230	 	9
	United Arab
Emirates
	 	STRATUS	 	2/28/1995	 	9430	 	1/29/1997	 	8231	 	37
	 
	United Kingdom
	 	STRATUS	 	9/28/1991	 	1,478,200	 	9/28/1991	 	1478200	 	37
	United Kingdom
	 	STRATUS	 	10/30/1992	 	1,517,430	 	10/30/1992	 	1517430	 	9
	United Kingdom
	 	STRATUS	 	10/30/1992	 	1,517,431	 	10/30/1992	 	1517431	 	16
	United Kingdom
	 	STRATUS - Stylized	 	10/3/1985	 	1,251,467	 	10/3/1985	 	1251467	 	9
	United Kingdom
	 	Stratus 24x7 with design	 	4/6/2000	 	2,228,539	 	4/6/2000	 	2228539	 	9
	 
	United States
	 	STRATUS	 	4/28/1982	 	73-361,973	 	11/20/1984	 	1305730	 	9
	United States
	 	STRATUS - Stylized	 	4/28/1982	 	73-361,952	 	2/21/1984	 	1267767	 	9
	United States
	 	Continuous Processing	 	1/3/1983	 	73-407,989	 	2/19/1985	 	1321477 (Supp Reg)	 	9
	United States
	 	Stratalink	 	6/4/1987	 	73-664,617	 	11/22/1988	 	1513375	 	9






23









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Date	 	Application	 	Date	 	Registration	 	 
	Country	 	Trademark/Service Mark	 	Filed	 	Number	 	Registered	 	Number	 	Class
	United States
	 	SINAP	 	5/18/2001	 	78/064464	 	2/24/2004	 	2,816,979	 	9
	United States
	 	Continuum	 	7/14/1994	 	74/549/048	 	9/17/1996	 	2,001,821	 	9
	United States
	 	The Availabilty Company	 	12/1/1998	 	75/598,920	 	12/4/2001	 	2515844 (Supp Reg)	 	37, 42
	United States
	 	ftServer with design	 	4/13/2000	 	76/024,555	 	6/17/2003	 	2,727,568	 	9,16,37,38,41,42
	United States
	 	ftServer	 	2/11/2000	 	75/917,156	 	4/23/2002	 	2,564,766 (Supp Reg)	 	9,16,37,38,41,42
	United States
	 	Calm	 	5/25/2007	 	77/190,288	 	8/11/2009	 	3,667,197	 	9, 35, 37, 42
	 
	Uruguay
	 	STRATUS	 	4/22/1994	 	269,648	 	8/9/2001	 	269,648	 	37,42
	 
	Venezuela
	 	STRATUS	 	1/12/1993	 	260-1993	 	7/10/1995	 	S001098-S	 	37, 42
	Venezuela
	 	STRATUS	 	12/2/1991	 	25132-91	 	8/19/1994	 	167557	 	50
	Venezuela
	 	STRATUS	 	12/2/1991	 	25131-91	 	8/19/1994	 	167556	 	26
	Venezuela
	 	STRATUS	 	12/2/1991	 	25130-91	 	8/19/1994	 	167555	 	21
	 
	Vietnam
	 	STRATUS	 	3/12/1993	 	11135	 	6/15/1998	 	27254	 	9,37






United States Trademark Applications




	 	 	 	 	 	 	 
	Trademark/ Service Mark Application	 	U.S. Application No.	 	Date Applied	 	Class
	Stratus Avance
	 	77/744,067	 	05/26/2009	 	9, 42
	Stratus Avance & Design
	 	77/744,065	 	05/26/2009	 	9, 42
	Continuous Availability Lifecycle Management
	 	77/190,317	 	05/25/2007	 	37







24











 





Schedule IV to

Collateral Agreement




Pledged Notes




	 	 	 	 	 	 	 	 	 	 	 
	Issuer	 	Grantor	 	Principal Amount	 	 	Date	 
	Stratus Technologies Ireland Ltd.
	 	Stratus Technologies, Inc.	 	$	57,442,500	 	 	 	11/18/2008	 
	Stratus Technologies Bermuda Ltd.
	 	Stratus Technologies Bermuda Holdings Ltd.	 	$	7,850,000	 	 	 	12/15/2008	 
	Stratus Technologies Bermuda Ltd.
	 	Stratus Technologies, Inc.	 	$	18,125,000	 	 	 	2/4/2010	 
	Stratus Technologies Bermuda Ltd.
	 	Stratus Technologies, Inc.	 	$	30,000,000	 	 	 	3/31/2010	 






 









 






Schedule V to

Collateral Agreement




Pledged Stock



See attached.







 









 








Pledged Stock 




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stock Certificate	 	 
	Issuer	 	Jurisdiction	 	Description of Pledged Stock	 	Number(s)	 	Pledgor
	Stratus Technologies Bermuda Ltd.

	 	Bermuda
	 	100% of outstanding stock
	 	 	2	 	 	Stratus Technologies Bermuda Holdings
Ltd.
	Stratus Technologies, Inc.

	 	Delaware
	 	100% of outstanding stock
	 	 	2	 	 	Stratus Technologies Bermuda Ltd
	Stratus Technologies Ireland Limited

	 	Ireland
	 	100% of outstanding stock
	 	 	2	 	 	Stratus Technologies Bermuda Ltd.
	AVANCE Technologies Ltd.

	 	Bermuda
	 	100% of outstanding stock
	 	 	N/A	 	 	Stratus Technologies Bermuda Ltd.
	SRA Technologies Cyprus Limited

	 	Cyprus
	 	100% of outstanding stock
	 	 	2	 	 	Stratus Technologies Bermuda Ltd
	Stratus Technologies Pvt. Ltd.

	 	India
	 	100% of outstanding stock
	 	 	N/A	 	 	SRA Technologies Cyprus Ltd.
	Stratus Technologies Pty Limited

	 	Australia
	 	100% of outstanding stock
	 	 	2	 	 	Stratus Technologies, Inc.
	Stratus Technologies Canada Corporation

	 	Canada
	 	100% of outstanding stock
	 	 	C-1	 	 	Stratus Technologies, Inc.
	Stratus Technologies, S.A.S.

	 	France
	 	100% of outstanding stock
	 	uncertificated
	 	Stratus Technologies, Inc.
	Stratus Technologies GmbH

	 	Germany
	 	100% of outstanding stock
	 	uncertificated
	 	Stratus Technologies, Inc.
	Stratus Technologies (HK) Limited

	 	Hong Kong
	 	100% of outstanding stock
	 	 	3	 	 	Stratus Technologies, Inc.
	Stratus Technologies Italia S.r.L.

	 	Italy
	 	100% of outstanding stock
	 	uncertificated
	 	Stratus Technologies, Inc.
	Stratus Technologies Japan, Inc.

	 	Japan
	 	100% of outstanding stock
	 	 	1A-001	 	 	Stratus Technologies, Inc.
	Stratus Technologies (Korea) Limited

	 	Korea
	 	100% of outstanding stock
	 	 	1, 2, 3, 6 & 7	 	 	Stratus Technologies, Inc.
	Stratus Technologies B.V.

	 	Netherlands
	 	100% of outstanding stock
	 	uncertificated
	 	Stratus Technologies, Inc.
	Status Technologies (NZ) Limited

	 	New Zealand
	 	100% of outstanding stock
	 	 	3	 	 	Stratus Technologies, Inc.
	Stratus Technologies (Singapore) Pte. Ltd.

	 	Singapore
	 	100% of outstanding stock
	 	 	3, 4 & 5	 	 	Stratus Technologies, Inc.
	Stratus Computer Technologies (Pty) Limited

	 	South Africa
	 	100% of outstanding stock
	 	 	1	 	 	Stratus Technologies, Inc.
	Stratus Technologies España S.A.

	 	Spain
	 	100% of outstanding stock
	 	 	1-3913	 	 	Stratus Technologies Inc.
	Stratus Technologies Systems Limited

	 	United Kingdom
	 	100% of outstanding stock
	 	 	6,8	 	 	Stratus Technologies, Inc.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stock Certificate	 	 
	Issuer	 	Jurisdiction	 	Description of Pledged Stock	 	Number(s)	 	Pledgor
	Cemprus Technologies, Inc.

	 	USA
	 	100% of outstanding stock
	 	 	1	 	 	Stratus Technologies, Inc.
	Cemprus, LLC

	 	USA
	 	100% of outstanding
membership interests
	 	 	1	 	 	Cemprus Technologies, Inc.






 









 






Schedule VI to

Collateral Agreement




Locations of Inventory and Equipment



See attached.







 









 







Locations of Inventory and Equipment 




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grantor	 	Address	 	Third Party	 	Town	 	State	 	Zip-code
	Stratus Technologies, Inc.

	 	111 Powdermill Road
	 	N/A
	 	Maynard
	 	MA
	 	 	01754	 
	Stratus Technologies, Inc.

	 	109 Powdermill Road
	 	N/A
	 	Maynard
	 	MA
	 	 	01754-3409	 
	Stratus Technologies, Inc.

	 	4455 E. Camelback Road, Suite 115A
	 	N/A
	 	Phoenix
	 	AZ
	 	 	85018	 
	Stratus Technologies, Inc.

	 	3030 N. Rocky Point Drive West, Suite 260
	 	N/A
	 	Tampa
	 	FL
	 	 	33607	 
	Stratus Technologies, Inc.

	 	Overlook I, 2849 Paces Ferry Road, Suite 380
	 	N/A
	 	Atlanta
	 	GA
	 	 	30328	 
	Stratus Technologies, Inc.

	 	7900 International Drive, Suite 155
	 	N/A
	 	Bloomington
	 	MN
	 	 	55420	 
	Stratus Technologies, Inc.

	 	17 State Street, 5th Floor
	 	N/A
	 	New York
	 	NY
	 	 	10004	 
	Stratus Technologies, Inc.

	 	565 Marriot Drive, Suite 230
	 	N/A
	 	Nashville
	 	TN
	 	 	37210	 
	Stratus Technologies, Inc.

	 	144 Railroad Avenue, Suite 226
	 	N/A
	 	Edmonds
	 	WA
	 	 	98020	 
	Stratus Technologies, Inc.

	 	1000 Technology Drive
	 	Flectronics
	 	West Columbia
	 	SC
	 	 	29170	 
	Stratus Technologies, Inc.

	 	2800 160th Ave SE
	 	The Boeing
	 	Bellevue
	 	WA
	 	 	98008	 
	 

	 	 	 	Company	 	 	 	 	 	 	 	 
	Stratus Technologies, Inc.

	 	One Telcordia Drive
	 	Telcordia
	 	Piscataway
	 	NJ
	 	 	08854	 
	 

	 	 	 	Technologies	 	 	 	 	 	 	 	 
	Stratus Technologies, Inc.

	 	2815 Cleveland Ave
	 	Symantec
	 	Roseville
	 	MN
	 	 	55113	 
	 

	 	 	 	Corporation	 	 	 	 	 	 	 	 
	Stratus Technologies, Inc.

	 	DeerPark
	 	Nortel Networks, Inc.
	 	Oranmore
	 	CO Galway IE	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	Stratus Technologies, Inc.

	 	Cherrywood Business Park, Block E, 1st Floor
	 	Elavon, Inc.
	 	Loughlinstown
	 	IE	 	 	 	 
	Stratus Technologies Ireland 

Limited

	 	Kolenbeekstieg 6
	 	STS International

GmbH
	 	Stelle, 221435,
	 	DE	 	 	 	 
	Stratus Technologies Ireland 

Limited

	 	Suite 3406 34/F Tower 1 — 25 Canton Road
	 	Solaris Industrial

Group Ltd
	 	Tsim Sha Tsui

Kowloon
	 	HK	 	 	 	 
	Stratus Technologies Ireland 

Limited

	 	AV Torees De Oliveira 407
	 	Procomp Industria
Electronica Ltd.
	 	Sao Paolo SP
	 	BR
	 	 	05347-020	 






 









 






Schedule VII to

Collateral Agreement




Location of Chief Executive Office




	 	 	 	 	 	 	 
	 	 	Address of	 	 	 	 
	 	 	Chief Executive Office (or	 	Mailing Address (if	 	 
	 	 	for natural persons,	 	different than CEO or	 	 
	Grantor	 	residence)	 	residence)	 	Leased/Owned
	Stratus
Technologies
Bermuda Holdings
Ltd.

	 	18 Parliament Street

H2 12

Hamilton, Bermuda
	 	 	 	Leased
	Stratus
Technologies
Bermuda Ltd.

	 	18 Parliament Street

H2 12

Hamilton, Bermuda
	 	 	 	Leased
	 
	 	 	 	 	 	 
	SRA Technologies 

Cyprus Limited

	 	16-18 Zinas Kanther Street,

CY 3035 Limassol, Cyprus
	 	 	 	Leased
	 
	 	 	 	 	 	 
	Stratus
Technologies, Inc.

	 	111 Powdermill Road

Maynard, MA 01754-3409
	 	 	 	Leased
	Stratus 

Technologies 

Ireland Limited

	 	Blanchardstown Corporate

Park 2, Block F, Unit 275

Ballycoolin

Dublin 15, Ireland
	 	 	 	Leased
	 
	 	 	 	 	 	 
	Cemprus
Technologies, Inc.

	 	111 Powdermill Road

Maynard, MA 01754-3409
	 	 	 	Leased
	 
	 	 	 	 	 	 
	Cemprus, LLC

	 	111 Powdermill Road

Maynard, MA 01754-3409
	 	 	 	Leased






 









 






Schedule VIII to

Collateral Agreement




COMMERCIAL TORT CLAIMS


On January 2, 2009, Stratus Technologies Bermuda Ltd. sold its proprietary Emergent Networks
Solutions VOIP Software business and certain net assets related to its telecommunications business
for $1.9 million in cash and $5.0 million in an 8% two-year note receivable. Stratus Technologies
Bermuda Ltd. (“Plaintiff”) is currently in litigation in the United States District Court for the
Southern District of New York with Stratus Telecommunications LLC and its parent guarantor, YMAX
Corporation (“Defendants”), related to a delinquent installment payment of $1.5 million on the $5.0
million note payable to Plaintiff. Defendants have filed an answer to the complaint, counter-claims
and a document production request. Defendants’ claims include breach of contract (failure to
disclose assumed liabilities) and bad faith. Defendants have claimed damages ranging from $75,000
to upwards of $1.5 million. The litigation is currently in discovery.






32









 








Schedule IX to

Collateral Agreement




DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS



See attached.







 









 








	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ABA# or Swift
	Bank Name	 	Account Name	 	Account Number	 	Address	 	Location	 	Code
	Bank of America
	 	Cemprus LLC	 	942-927-0012	 	100 Federal Street	 	Boston, MA         02110	 	011-000-138
	Bank of America
	 	Cemprus LLC Controlled Disbursements	 	XXXX8370	 	 	 	ME	 	011-000-138
	JPMorgan Chase
	 	Cemprus Technologies, Inc.	 	323 356 486	 	270 Park Avenue	 	New York, NY       10081	 	021-000-021
	JPMorgan Chase
	 	SRA Technologies Cyprus Ltd.	 	323 945 449	 	270 Park Avenue	 	New York, NY       10081	 	021-000-021
	JPMorgan Chase
	 	Stratus Technologies Bermuda Holdings Ltd Ltd.	 	XXX X27 933	 	270 Park Avenue	 	New York, NY       10081	 	021-000-021
	JPMorgan Chase
	 	Stratus Technologies Bermuda Ltd.	 	323 945 198	 	270 Park Avenue	 	New York, NY       10081	 	021-000-021
	Bank of America
	 	Stratus Technologies Inc.	 	2704 2591	 	100 Federal Street	 	Boston, MA         02110	 	011-000-138
	Bank of America
	 	Stratus Technologies Inc.	 	00XXXX 2575	 	100 Federal Street	 	Boston, MA         02110	 	011-000-138
	Bank of America
	 	Stratus Technologies Inc. Controlled Disbursements	 	XXXX7116	 	 	 	ME	 	011-000-138
	TD Canada Trust
	 	Stratus Technologies Ireland	 	XXXX - XXX2792	 	2 St. Clair Avenue East, Toronto, Ontario M4T 2V4	 	Canada	 	TDOMCATTOR
	ING Bank
	 	Stratus Technologies Ireland	 	209959487	 	ING Belgium NV - Breda Branch, Bijster 9	 	4817 HZ Breda	 	NL71BBRU
	National Australia Bank
	 	Stratus Technologies Ireland Limited	 	54134 3321	 	300 Victoria Avenue	 	Chatswood NSW Australia 2067	 	NATAAU3303M
	BNP Paribas
	 	Stratus Technologies Ireland Limited	 	XXXXXXX4095 51	 	83 avenue Charles de Gaulle 92200 Neuilly sur Seine contact Mrs Elisabeth Castanheira	 	Paris, France	 	BNPAFRPPPTE
	Mizuho Bank, Ltd.
	 	Stratus Technologies Ireland Limited	 	XXX232	 	Kojimachi Branch, 3-2, Kojimachi, Chiyoda-ku	 	Tokyo 102-0083	 	MHBK JP JT
	The National Bank of New Zealand
	 	Stratus Technologies Ireland Limited	 	0501 092521225	 	170-186 Fetherstone Street	 	Wellington 6015 New Zealand	 	ANZBNZ22
	The Hongkong and Shanghai Banking Corporation Limited
	 	Stratus Technologies Ireland Limited	 	149-145419-001	 	Suntec City Branch, 3 Temasek Boulevard	 	#01-154 Suntec City Mall (Tower 4) Singapore 038983	 	HSBCSGSG
	The Hongkong and Shanghai Banking Corporation Limited
	 	Stratus Technologies Ireland Limited	 	249-XXXX75-178	 	Suntec City Branch, 3 Temasek Boulevard	 	#01-154 Suntec City Mall (Tower 4) Singapore 038983	 	HSBCSGSG






 









 






Annex 1 to

Indenture Collateral Agreement




ACKNOWLEDGMENT AND CONSENT




          The undersigned hereby acknowledges receipt of a copy of the Indenture Collateral Agreement,
dated as of April 8, 2010 (the “Collateral Agreement”), made by the Grantors parties
thereto for the benefit of The Bank of New York Mellon Trust Company, N.A. as Collateral Agent. The
undersigned agrees to notify the Collateral Agent promptly in writing of the occurrence of any of
the events described in Section 5(s)(i) of the Collateral Agreement. The undersigned further agrees
that the terms of Sections 7(c) and 10 of the Collateral Agreement shall apply to it, mutatis
mutandis, with respect to all actions that may be required of it pursuant to Section 7(c) or 10 of
the Collateral Agreement, to the extent permitted by applicable law.


[NAME OF ISSUER]




	 	 	 	 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Address for Notices:




         
               
                                                        





        
                
                                                        





                                                                     
           





Fax:




	 	 	 	 	 



 









 






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



Annex 2 to

Indenture Collateral Agreement




ASSUMPTION AGREEMENT




          ASSUMPTION AGREEMENT, dated as of________________, ____, made by __________________________,
a ______________ corporation (the “Additional Grantor”), in favor of THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. (“BNYM”), as Collateral Agent (in such capacity, the “Collateral Agent”) for the Indenture Claimholders. All capitalized terms not defined herein shall have
the meaning ascribed to them in the Indenture and the Collateral Agreement.




W I T N E S S E T H :




          WHEREAS, Stratus Technologies, Inc., a Delaware corporation
(the “U.S. Borrower”), Stratus Technologies Bermuda Ltd. (the “Bermuda Borrower” and together
with the U.S. Borrower, the “Borrowers”), the Grantors, the Collateral Agent and BNYM, as trustee
(the “Trustee”), have entered into the Indenture, dated as of April 8, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Indenture”);




          
WHEREAS, Bermuda
Holdings and certain of its Subsidiaries (other than the Additional Grantor) have entered into the
Indenture Collateral Agreement, dated as of April 8, 2010 (as amended, supplemented or otherwise
modified from time to time, the “Collateral Agreement”), in favor of the Collateral
Agent for the ratable benefit of the Indenture Claimholders;




          WHEREAS, the Indenture requires the
Additional Grantor to become a party to the Collateral Agreement; and




          WHEREAS, the Additional
Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to
the Collateral Agreement;




          NOW, THEREFORE, IT IS AGREED:




          1. Collateral Agreement. By executing and delivering
this Assumption
Agreement, the Additional Grantor, as provided in Section 26 of the Collateral Agreement, hereby
becomes a party to the Collateral Agreement as a Grantor thereunder with the same force and effect
as if originally named therein as a Grantor and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information
set forth in Annex 2-A hereto is hereby added to the information set forth in the Schedules
to the Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the
representations and warranties contained in Section 4 of the Collateral Agreement is true and
correct on and as the date hereof in all material respects (after giving effect to this Assumption
Agreement) as if made on and as of such date.







 









 








          2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.







 









 








          IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly
executed and delivered as of the date first written above.




	 	 	 	 	 
	 	[ADDITIONAL GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Annex 2-A to

Assumption Agreement




Supplement to Schedule I



Supplement to Schedule II



Supplement to Schedule III



Supplement to Schedule IV



Supplement to Schedule V



Supplement to Schedule VI



Supplement to Schedule VII



Supplement to Schedule VIII



Supplement to Schedule IX