EACH PARTY HERETO WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY
SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 28. Severability. If any provision of any Security Document is
invalid or unenforceable in any jurisdiction, then, to the fullest extent
permitted by law, (a) the other provisions of the Security Documents shall
remain in full force and effect in such jurisdiction and shall be liberally
construed in favor of the Collateral Agent and the Secured Parties in order to
carry out the intentions of the parties thereto as nearly as may be possible and
(b) the invalidity or unenforceability of such provision in such jurisdiction
shall not affect the validity or enforceability thereof in any other
jurisdiction.
30
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
NORTEL NETWORKS INC.
By:
/s/
Karen Sledge
Name:
Karen Sledge
Title:
President
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent and Administrative Agent
By:
/s/
David M. Mallett
Name:
David M. Mallett
Title:
Vice President
EXPORT DEVELOPMENT CANADA,
as provider of the EDC Support Facility
By:
/s/
David B. Guy
Name:
David B. Guy
Title:
Director-Telecom
By:
/s/
Michael J. Fortner
Name:
Michael J. Fortner
Title:
Financial Services Manager
31
SCHEDULE 1
PLEDGED EQUITY INTERESTS DIRECTLY OWNED BY LIEN GRANTORS
(as of the date hereof)
S-1-1
SCHEDULE 2
PLEDGED SECURITIES
(other than Pledged Equity Interests)
OWNED DIRECTLY BY LIEN GRANTORS
(as of the date hereof)
S-2-1
SCHEDULE 3
COLLATERAL DESCRIPTION
[To come]
S-3-1
SCHEDULE 4
ASSET AND REVENUE DISCLOSURE
[To come]
S-4-1
S-5-1
SCHEDULE 5
PRINCIPAL U.S. CASH MANAGEMENT ACCOUNTS OF LIEN GRANTORS
[To come]
A-1
EXHIBIT A
to Security Agreement
SECURITY AGREEMENT SUPPLEMENT
SECURITY AGREEMENT SUPPLEMENT dated as of [the date of execution] between
[NAME OF LIEN GRANTOR] (the "Lien Grantor") and JPMORGAN CHASE BANK, N.A., as
Collateral Agent.
WHEREAS, Nortel Networks Inc., the Subsidiaries party thereto, JPMorgan
Chase Bank, N.A., as Collateral Agent, and Export Development Canada are parties
to a Security Agreement dated as of February 14, 2006 (as heretofore amended
and/or supplemented, the "Security Agreement");
WHEREAS, [name of Lien Grantor] [desires to become] [is] a party to the
Security Agreement as a Lien Grantor thereunder; and
WHEREAS, terms defined in the Security Agreement and not otherwise defined
herein have, as used herein,