ex_10-42.htm


    EXHIBIT
10.42

    


    SECOND AMENDED AND RESTATED COLLATERAL
AGREEMENT

    


    For value received, and in
consideration of one or more loans, letters of credit or other financial
accommodations extended by JPMORGAN CHASE BANK, N.A. or any of its subsidiaries
or affiliates (the “Bank”), to Avistar
Communications Corporation, a Delaware corporation (the “Obligor”, and, if
more than one, collectively, the “Obligor”), the
undersigned and the Bank agree, as of December 22, 2009, as
follows:

    


    1.           Definitions.

    


    “Account Assets” means
all Deposits, Securities, securities entitlements and any other assets held in
trust, or in any custody, subcustody, safekeeping, investment management
accounts, or other accounts of the undersigned with the Bank or any other
custodian, trustee, Intermediary or Clearing System (all of which shall be
considered “financial assets” under the UCC).

    


    “Account Control
Agreement” means a securities account control agreement or other similar
agreement with any Intermediary and shall specifically include any master
securities account control agreement among the Bank and any of its affiliates,
as amended from time to time.

    


     “Clearing System”
means the Depository Trust Company  (“DTC”), Cedel Bank,
societe anonyme, the Euroclear system and such other clearing or safekeeping
system that may from time to time be used in connection with transactions
relating to or the custody of any Securities, and any depository for any of the
foregoing.

    


    “Collateral”
means:  (i) the Deposits, Securities and Account Assets that are
listed on Exhibit A; (ii) all additions to, and proceeds, renewals, investments,
reinvestments and substitutions of, the foregoing, whether or not listed on
Exhibit A; and (iii) all certificates, receipts and other instruments evidencing
any of the foregoing.

    


    “Deposits” means the
deposits of the undersigned with the Bank or with any other Intermediary
(whether or not held in trust, or in any custody, subcustody, safekeeping,
investment management accounts, or other accounts of the undersigned with the
Bank or any other Intermediary).

    


    “Guaranty” means the
Second Amended and Restated Guaranty dated as of December 22, 2009 by the
undersigned in favor of the Bank, as amended, restated or otherwise modified
from time to time.

    


    “Intermediary” means
(i) any party acting as a financial intermediary or securities intermediary,
including, without limitation, affiliates of the Bank that are parties to any
Account Control Agreement from time to time.

    


    “Liabilities” means
the “Liabilities” (as defined in the Guaranty) and all costs and expenses
incurred by the Bank in connection with the Collateral, this Agreement or the
Guaranty.


    
      
        
          Collateral
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    “Liability Document”
means any instrument, agreement or document evidencing, governing, or executed
or delivered in connection with the Liabilities.

    


    “Securities” means the
stocks, bonds and other instruments and securities, whether or not held in trust
or in any custody, subcustody, safekeeping, investment management accounts or
other accounts of the undersigned with the Bank or any other Intermediary and
securities entitlements with respect to the foregoing.

    


    “UCC” means the
Uniform Commercial Code in effect in the State of New York.  Unless
the context otherwise requires, all terms used in this Agreement which are
defined in the UCC will have the meanings stated in the UCC.

    


    2.           Grant of Security
Interest.

    


    As security for the payment of all the
Liabilities, the undersigned pledges, transfers and assigns to the Bank and
grants to the Bank a security interest in and right of setoff against, the
Collateral and hereby agrees to be bound by the terms of any Account Control
Agreement among the Bank and its affiliates, as amended from time to
time.

    


    3.           Agreements of the Undersigned and
Rights of the Bank.

    


    The undersigned agrees as follows and
irrevocably authorizes the Bank to exercise the rights listed below, at its
option, for its own benefit, either in its own name or in the name of the
undersigned, and appoints the Bank as its attorney-in-fact to take all action
permitted under this Agreement.

    


    (a)           Deposits:  The Bank
may:   (i) renew the Deposits on terms and for periods the Bank
deems appropriate; (ii) demand, collect, and receive payment of any monies or
proceeds due or to become due under the Deposits; (iii) execute any instruments
required for the withdrawal or repayment of the Deposits; and (iv) in all
respects deal with the Deposits as the owner; provided that, as to (ii) through
(iv), until the occurrence of a Default (as defined below), the Bank will only
take that action if, in its judgment, failure to take that action would impair
its rights under this Agreement or diminish its operational control over
Collateral.

    


    (b)           Securities:  The
Bank may: (i) transfer to the account of the Bank any Securities whether in the
possession of, or registered in the name of, any Clearing System or held
otherwise; (ii) transfer to the account of the Bank with any Federal Reserve
Bank any Securities held in book entry form with any such Federal Reserve Bank;
and (iii) transfer to the name of the Bank or its nominee any Securities
registered in the name of the undersigned and held by the Bank and complete and
deliver any necessary stock powers or other transfer instruments; provided that
until the occurrence of a Default, the Bank will only take that action if, in
its judgment, failure to take that action would impair its rights under this
Agreement or diminish its operational control over Collateral, or if such
Securities are held in a custody, investment management or similar
account.


    
      
        
           

          


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    The undersigned grants to the Bank an
irrevocable proxy to vote any and all Securities and give consents, waivers and
ratifications in connection with those Securities upon and after the occurrence
of a Default.

    


    All payments, distributions and
dividends in securities, property or cash shall be paid directly to and, at the
discretion of the Bank, retained by the Bank and held by it, until applied as
provided in this Agreement, as additional Collateral; provided that until the
occurrence of a Default, interest on Deposits and cash dividends on Securities
paid in the ordinary course will be paid to the undersigned.

    


    (c)           General:   The
Bank may, in its name, or in the name of the undersigned:  (i) execute
and file financing statements under the UCC or any other filings or notices
necessary or desirable to create, perfect or preserve its security interest, all
without notice (except as required by applicable law and not waivable) and
without liability except to account for property actually received by it; (ii)
demand, sue for, collect or receive any money or property at any time payable or
receivable on account of or in exchange for, or make any compromise or
settlement deemed desirable with respect to, any item of the
Collateral  (but shall be under no obligation to do so); (iii) make
any notification (to the issuer of any certificate or Security, or otherwise,
including giving any notice of exclusive control to the Intermediary) or take
any other action in connection with the perfection or preservation of its
security interest  or any enforcement of remedies, and retain any
documents evidencing the title of the undersigned to any item of the Collateral;
and (iv) issue entitlement orders with respect to any of the
Collateral.

    


    The undersigned agrees that it will not
file or permit to be filed any termination statement with respect to the
Collateral or any financing or like statement with respect to the Collateral in
which the Bank is not named as the sole secured party, consent or be a party to
any Account Control Agreement to which the Bank is not also a party or sell,
assign, or otherwise dispose of, grant any option with respect to, or pledge, or
otherwise encumber the Collateral.  At the request of the Bank the
undersigned agrees to do all other things which the Bank may deem necessary or
advisable in order to perfect and preserve its security interest, perfection and
operational control and to give effect to the rights granted to the Bank under
this Agreement or enable the Bank to comply with any applicable laws or
regulations.  Notwithstanding the foregoing, the Bank does not assume
any duty with respect to the Collateral and is not required to take any action
to collect, preserve or protect its or the undersigned’s rights in any item of
the Collateral.  The undersigned releases the Bank and agrees to hold
the Bank harmless from any claims, causes of action and demands at any time
arising with respect to this Agreement, the use or disposition of any item of
the Collateral or any action taken or omitted to be taken by the Bank with
respect thereto.  The undersigned releases each Intermediary and
agrees to hold each Intermediary harmless from any claims, causes of action and
demands at any time arising with respect to any instruction made by Bank to any
Intermediary purporting to be made under this Agreement or any Account Control
Agreement, it being understood that no Intermediary shall have any duty to
investigate Bank’s right to issue any such instruction or any other matter
related to any such instruction.

    


    The rights granted to the Bank pursuant
to this Agreement are in addition to the rights granted to the Bank in any
custody, investment management, trust, Account Control Agreement or similar
agreement.  In case of conflict between the provisions of this
Agreement and of any other such agreement, the provisions of this Agreement will
prevail.


    
      
        
           

          


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    4.           Loan Value of the
Collateral.

    


    The undersigned agrees that at all
times the Liabilities may not exceed the aggregate Loan Value of the
Collateral.  The undersigned will, at the Bank’s option, either
supplement the Collateral or make, or cause to be made, any payment under the
Liabilities to the extent necessary to ensure compliance with this provision or
the Bank may liquidate Collateral to the extent necessary to ensure compliance
with this provision.   “Loan Value” means the
value assigned by the Bank from time to time, in its sole reasonable discretion,
to each item of the Collateral.  The Bank retains the right to
determine the eligibility of the Collateral.

    


    5.           Currency
Conversion.

    


    For calculation purposes, any currency
in which the Collateral is denominated (the “Collateral Currency”)
will be converted into the currency of the Liabilities (the “Liability Currency”)
at the spot rate of exchange for the purchase of the Liability Currency with the
Collateral Currency quoted by the Bank at such place as the Bank deems
appropriate (or, if no such rate is quoted on any relevant date, estimated by
the Bank on the basis of the Bank’s last quoted spot rate) or another prevailing
rate that the Bank deems more appropriate.

    


    6.            Representations and
Warranties.

    


    The undersigned represents and warrants
that:

    


    (a)           this
Agreement constitutes the legal, valid and binding obligation of the
undersigned, enforceable against the undersigned in accordance with its terms,
except as the enforcement hereof and thereof may be limited by bankruptcy,
insolvency, or other similar laws affecting the enforcement of creditors’ rights
generally and subject to the applicability of general principles of
equity;

    


    (b)           the
execution, delivery and performance by the undersigned of this Agreement and all
other documents contemplated hereby, do not and will not (i) conflict with or
constitute a breach of, or default under, or require any consent under, or,
except as contemplated hereby, result in the creation of any lien, charge or
encumbrance upon the property or assets of the undersigned pursuant to any other
agreement or instrument  to which the undersigned is a party or is
bound or by which its properties may be bound or affected; or (ii) violate any
provision of any law, rule, regulation (including, without limitation,
Regulation U of the Federal Reserve Board), order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to the
undersigned;

    


    (c)           no
consent, approval or authorization of, or registration, declaration or filing
with, any governmental authority or other person or entity is required as a
condition to or in connection with the due and valid execution, delivery and
performance by the undersigned of this Agreement;


    
      
        
           

          


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    (d)         there
are no actions, suits, investigations or proceedings pending or threatened at
law, in equity, in arbitration or by or before any other authority involving or
affecting:  (i)  the undersigned that, if adversely
determined, are likely to have a material adverse effect on the prospects or
condition of the undersigned; (ii) any material part of the assets or properties
of the undersigned or any part of the Collateral; or (iii) any of the
transactions contemplated in this Agreement.  There are currently no
material judgments entered against the undersigned and the undersigned is not in
default with respect to any judgment, writ, injunction, order, decree or consent
of any court or other judicial authority, which default is likely to have or has
had a material adverse effect on the prospects or condition of the
undersigned;

    


    (e)           in
the event the undersigned is not an Obligor, in executing and delivering this
Agreement the undersigned has (i) without reliance on the Bank or any
information received from the Bank and based upon such documents and information
it deems appropriate, made an independent investigation of the transactions
contemplated hereby and the Obligor, the Obligor’s business, assets, operations,
prospects and condition, financial or otherwise, and any circumstances which may
bear upon such transactions, the Obligor or the obligations and risks undertaken
herein with respect to the Liabilities; (ii) adequate means to obtain from the
Obligor on a continuing basis information concerning the Obligor and the Bank
has no duty to provide to the undersigned any such information; (iii) full and
complete access to the Liability Documents and any other documents executed in
connection with the Liability Documents; (iv) not relied and will not rely upon
any representations or warranties of the Bank not embodied herein or any acts
heretofore or hereafter taken by the Bank (including but not limited to any
review by the Bank of the affairs of the Obligor), and (v) determined that this
Agreement will benefit the undersigned directly or indirectly;

    


    (f)           in
the event that the undersigned is a partnership, limited liability partnership,
corporation or limited liability company, the undersigned also represents and
warrants that it is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, and has all
requisite power and authority to execute, deliver and perform its obligations
under this Agreement;

    


    (g)           in
the event that the undersigned is a trust, the undersigned also represents and
warrants that (i) it is a duly constituted and validly existing trust, (ii) the
undersigned has delivered to the Bank a true, complete and accurate copy of the
agreement pursuant to which it has been organized and all amendments and
modifications thereto, and (iii) the trustees of the undersigned signing this
Agreement have the legal capacity and full power and authority to execute,
deliver, and perform their obligations under, and to bind the undersigned to
perform its obligations under, this Agreement, and to execute and deliver any
and all documents and instruments in connection therewith;

    


    (h)           the
undersigned is the sole owner of the Collateral and the Collateral is free of
all encumbrances except for the security interest in favor of the Bank created
by this Agreement;

    


    (i)           as
to Deposits and Account Assets, the undersigned has not withdrawn, canceled,
been repaid or redeemed all or any part of any Deposits or Account Assets other
than in compliance with this Agreement and there is no such pending application;
and


    
      
        
           

          


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    (j)           as
to Securities, the Securities have been duly authorized and are fully paid and
non-assessable, there are no restrictions on pledge of the Securities by the
undersigned nor on sale of the Securities by the Bank (whether pursuant to
securities laws or regulations or shareholder, lock-up or other similar
agreements) and the Securities are fully marketable by the Bank as pledgee,
without regard to any holding period, manner of sale, volume limitation, public
information or notice requirements.

    


    7.           Default.

    


    Each of the following is an event of
default (“Default”):

    


    (i)  any sum payable on any
of the Liabilities is not  paid when due; (ii) any representation and
warranty of the undersigned or any party liable on or for any of the Liabilities
(including but not limited to the Obligor, a “Liability Party”) in
this Agreement or in any Liability Document shall prove to have been incorrect
in any material respect on or after the date hereof; (iii) the undersigned or
any Liability Party fails to perform or observe any term, covenant, or condition
under this Agreement or under any Liability Document; (iv) any indebtedness of
the undersigned or any Liability Party or interest or premium thereon is not
paid when due (whether by scheduled maturity, acceleration, demand or
otherwise); (v) the undersigned or any Liability Party: (a) is generally not, or
is unable to, or admits in writing its inability to, pay its debts as its debts
become due; (b) makes an assignment for the benefit of creditors, or petitions
or applies to any tribunal for the appointment of a custodian, receiver or
trustee for its or a substantial part of its assets; (c) commences any
proceeding under any law relating to bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution or liquidation; (d) has any such petition
filed, or any such proceeding has been commenced against it, in which an
adjudication is made or order for relief is entered or which remains undismissed
for a period of 30 days; (e) has a receiver, custodian or trustee appointed for
all or a substantial part of its property; or (f) takes any action effectuating,
approving or consenting to any of the events described in this section (v); (vi)
the undersigned or any Liability Party shall die, dissolve or for any reason
cease to be in existence or merge or consolidate; or if the undersigned or any
Liability Party is a partnership, limited liability partnership or limited
liability company, any general partner, partner or member, respectively, shall
die, dissolve or for any reason cease to be in existence or cease to be a
partner or member, as the case may be, or shall merge or consolidate; (vii) the
undersigned or any Liability Party is involved in a proceeding relating to, or
which may result in, a forfeiture of all or a substantial part of the
undersigned’s or any Liability Party’s assets or a material judgment is entered
against the undersigned or any Liability Party; (viii) there is, in the opinion
of the Bank, a material adverse change in the business, prospects or financial
condition of the undersigned or any Liability Party.

    


    8.           Remedies.

    


    On a Default, the Bank will have the
rights and remedies under the UCC and the other rights granted to the Bank under
this Agreement and may exercise its rights without regard to any premium or
penalty from liquidation of any Collateral and without regard to the
undersigned’s basis or holding period for any Collateral.


    
      
        
           

          


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    The Bank may sell in the Borough of
Manhattan, New York City, or elsewhere, in one or more sales or parcels, at the
price as the Bank deems best, for cash or on credit or for other property, for
immediate or future delivery, any item of the Collateral, at any broker’s board
or at public or private sale, in any reasonable manner permissible under the UCC
(except that, to the extent permissible under the UCC, the undersigned waives
any requirements of the UCC) and the Bank or anyone else may be the purchaser of
the Collateral and hold it free from any claim or right including, without
limitation, any equity of redemption of the undersigned, which right the
undersigned expressly waives.

    


    The Bank may also, in its sole
discretion: (i) convert any part of the Collateral Currency into the Liability
Currency;  (ii) hold any monies or proceeds representing the
Collateral in a cash collateral account in the Liability Currency or other
currency that the Bank reasonably selects; (iii) invest such monies or proceeds
on behalf of the undersigned; and (iv) apply any portion of the Collateral,
first, to all costs and expenses of the Bank, second, to the payment of interest
on the Liabilities and any fees or commissions to which the Bank may be
entitled, third, to the payment of principal of the Liabilities, whether or not
then due, and fourth, to the undersigned.

    


    The undersigned will pay to the Bank
all expenses (including attorneys’ fees and legal expenses incurred by the Bank
and the allocated costs of its in-house counsel) in connection with the exercise
of any of the Bank’s rights or obligations under this Agreement or the Liability
Documents.  The undersigned will take any action requested by the Bank
to allow it to sell or dispose of the Collateral.  Notwithstanding
that the Bank may continue to hold Collateral and regardless of the value of the
Collateral, the applicable Liability Party will remain liable for the payment in
full of any unpaid  balance of the Liabilities.

    


    9.           Jurisdiction.

    


    To the maximum extent not prohibited by
applicable law, the undersigned hereby irrevocably: (i) submits to the
jurisdiction of any New York state or United States federal court sitting in New
York City over any action or proceeding arising out of this Agreement;(ii)
agrees that all claims in respect of such action or proceeding may be held and
determined in such New York state or federal court;  (iii) agrees that
any action or proceeding brought against the Bank may be brought only in a New
York state or United States federal court sitting in New York
county;  (iv) consents to the service of process in any such action or
proceeding in either of said courts by mailing thereof by the Bank by registered
or certified mail, postage prepaid, to the undersigned at its address specified
on the signature page hereof, or at the undersigned’s most recent mailing
address as set forth in the records of the Bank; and (v) waives any defense on
the basis of inconvenient forum.

    


    The undersigned agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in any other jurisdiction by suit or proceeding in such
state.  Nothing herein shall affect the right of the Bank to serve
legal process in any other manner permitted by law or affect the right of the
Bank to bring any action or proceeding against the undersigned or its property
in the courts of any other jurisdiction.


    
      
        
           

          


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    10.           Waiver of Jury Trial. THE
UNDERSIGNED AND THE BANK EACH WAIVE ANY RIGHT TO JURY TRIAL.

    


    11.           Notices.

    


    Unless otherwise agreed in writing,
notices may be given to the Bank and the undersigned at their telecopier numbers
(confirmed by telephone to their telephone numbers) or addresses listed on the
signature page of this Agreement, or such other telecopier (and telephone)
number or addresses communicated in writing by either party to the
other.  Notices to the Bank are effective on receipt.

    


    12.           Unconditional
Obligations.

    


    If the undersigned is not an Obligor,
the undersigned’s obligations under this Agreement are absolute and
unconditional irrespective of:  (a) any change in the amount, time,
manner or place of payment of, or in any other term of, all or any of the
Liability Documents or the Liabilities, or any other amendment or waiver of or
any consent to departure from any of the terms of any Liability Document or the
Liabilities; (b) any release or amendment or waiver of, or consent to departure
from, any other guaranty or support document, or any exchange, release or
non-perfection of any item of the Collateral, for all or any of the Liability
Documents or the Liabilities; (c) any present or future law, regulation or order
of any jurisdiction (whether of right or in fact) or of any agency thereof
purporting to reduce, amend, restructure or otherwise affect any term of any
Liability Document or the Liabilities; (d) without being limited by the
foregoing, any lack of validity or enforceability of any Liability Document or
the Liabilities; and (e) any other defense, setoff or counterclaim whatsoever
(in any case, whether based on contract, tort or any other theory) with respect
to the Liability Documents or the transactions contemplated thereby which might
constitute a legal or equitable defense available to, or discharge of, the
Obligor or a guarantor.

    


    


    13.           Miscellaneous.

    


    (a)           As
used herein, the term undersigned shall include all signatories hereto, if more
than one.  In such event, the obligations, representations and
warranties of the undersigned hereunder shall be joint and
several.  This Agreement shall be binding on the undersigned and its
successors and assigns and shall inure to the benefit of the Bank and its
successors and assigns, except that the undersigned may not delegate any of its
obligations hereunder without the prior written consent of the
Bank.

    


    (b)           No
amendment or waiver of any provision of this Agreement nor consent to any
departure by the undersigned will be effective unless it is in writing and
signed by the undersigned and the Bank and will be effective only in that
specific instance and for that specific purpose.  No failure on the
part of the Bank to exercise, and no delay in exercising, any right will operate
as a waiver or preclude any other or further exercise or the exercise of any
other right.


    
      
        
           

          


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    (c)         The
rights and remedies in this Agreement are cumulative and not exclusive of any
rights and remedies which the Bank may have under law or under other agreements
or arrangements with the undersigned or any Liability Party.

    


    (d)           The
provisions of this Agreement are intended to be severable.  If for any
reason any provision of this Agreement is not valid or enforceable in whole or
in part in any jurisdiction, that provision will, as to that jurisdiction, be
ineffective to the extent of that invalidity or unenforceability without in any
manner affecting the validity or enforceability in any other jurisdiction or the
remaining provisions of this Agreement.

    


    (e)           The
undersigned hereby waives presentment, notice of dishonor and protest of all
instruments included in or evidencing the Liabilities or the Collateral and any
other notices and demands, whether or not relating to those
instruments.

    


    (f)           This
Agreement is governed by and construed according to the law of the State of New
York, without regard to the conflict of laws principles, and with the laws of
the United States of America as applicable.

    


    (g)           This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.

    


    (h)           This
Agreement supersedes in its entirety the Amended and Restated Collateral
Agreement dated as of December 22, 2008, as amended, by the Grantors and the
Bank.

    


    


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    IN
WITNESS WHEREOF, the undersigned has signed this Agreement as of the date first
written above.

    


    ACCEPTED:

    


    JPMorgan
Chase Bank, N.A.

    


    


    By:     /s/ Nancy A. Sheppard
                   

               Nancy
A. Sheppard

               Managing
Director

    


    


    Address
for notices to the Bank:

    


    JPMorgan
Chase Bank, N.A.

    Private
Bank Credit

    Attn: Arn Welles

    345 Park
Avenue, Floor 04

    New York,
NY 10154-0004

    Telecopier:  (212)
464-2531

    Telephone:  (212)
464-1883

    


    With a
courtesy copy to

    


    JPMorgan
Chase Bank, N.A.

    Attn:  Nancy
A. Sheppard

    560
Mission Street, 19th
floor

    San
Francisco, CA 94105

    Telecopier:  (415)
315-8272

    Telephone:  (415)
315-8285

    


    


    /s/ Gerald J.
Burnett                           


    Gerald
J. Burnett

    


    Address
for notices:

    202
Camino Al Lago

    Atherton,
CA 94027

    Telecopier:  (650)
322-2060

    Telephone:  (650)
322-2060

    


    



    
      
        
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006754857000                                                                                 
[Signature Page of
Second Amended and Restated Collateral Agreement]

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    Gerald
J. Burnett and Marjorie J. Burnett, as Trustee for

    The
Gerald J. Burnett and Marjorie J. Burnett Revocable Trust

    


    


    By:          /s/ Gerald J.
Burnett                           


    Gerald J. Burnett

    


    By:          /s/ Majorie J.
Burnett                           


    Marjorie J. Burnett

    


    Address
for notices:

    c/o
Gerald J. Burnett

    202
Camino Al Lago

    Atherton,
CA 94027

    Telecopier:  (650)
322-2060

    Telephone:  (650)
322-2060

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              State
      of _________

            	
              )

            


    

    ) ss.:

    
      	
              County
      of ________

            	
              )

            


    

    


    On the ____ day of December in the year
2009, before me, the undersigned, personally appeared Gerald J. Burnett, personally
known to me or proved to me on the basis of satisfactory evidence to be the
individual whose name is subscribed to the within instrument and acknowledged to
me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

    


    ____________________________________

    Notary Public

    


    


    
      	
              State
      of _________

            	
              )

            


    

    ) ss.:

    
      	
              County
      of ________

            	
              )

            


    

    


    On the ____ day of December in the year
2009, before me, the undersigned, personally appeared Marjorie J. Burnett,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her capacity, and that
by his/her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.

    


    ____________________________________

    Notary Public


    
      
        
          


          UCN 006754857000[Signature Page of Second Amended
and Restated Collateral Agreement]

          Facility
ID 198245263

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    DESCRIPTION OF THE
COLLATERAL

    


    


    1.  Deposits

    


    Type
of                                          Location

     Deposit                                             (NY,                                           Account,

     (CD,
TD,                                          IBF-NY,                                            Contract
or

        etc.)                                               etc.)                                          Certificate
No.                                

    


    


    


    


    


    


    2.  Stocks, Bonds and Other Instruments
and Securities

    


    Nature of SecurityNumber ofCertificate

       or
Obligation                               Name of
Issuer                                       Units                                      Number  (if
applicable)

    


    


    


    


    


    


    


    


    


    


    


    3.  All Assets Held or To Be Held in the
Following Custody or Subcustody Accounts, Safekeeping Accounts, Investment
Management Accounts and/or other account with Intermediary:

    


    Account
Number:  A01446003

    Account
Number:  Q33377005

    


    


    


    


    


    



    
      
        
           UCN
006754857000

          Facility
ID 198245263