WITH
RESPECT TO THE PLEDGED EQUITY THAT IS AN UNCERTIFICATED SECURITY, SUCH GRANTOR
HAS CAUSED THE ISSUER THEREOF EITHER (I) TO REGISTER THE ADMINISTRATIVE AGENT AS
THE REGISTERED OWNER OF SUCH SECURITY OR (II) TO AGREE IN AN AUTHENTICATED
RECORD WITH SUCH GRANTOR AND THE ADMINISTRATIVE AGENT THAT SUCH ISSUER WILL
COMPLY WITH INSTRUCTIONS WITH RESPECT TO SUCH SECURITY ORIGINATED BY THE
ADMINISTRATIVE AGENT WITHOUT FURTHER CONSENT OF SUCH GRANTOR.
IF SUCH GRANTOR
IS AN ISSUER OF PLEDGED EQUITY, SUCH GRANTOR CONFIRMS THAT IT HAS RECEIVED
NOTICE OF SUCH SECURITY INTEREST.
THE PLEDGED DEBT PLEDGED BY SUCH GRANTOR
HEREUNDER (I) TO THE EXTENT REPRESENTING INTERCOMPANY INDEBTEDNESS, IS THE
LEGAL, VALID AND BINDING OBLIGATION OF THE ISSUERS THEREOF AND (II) TO THE
EXTENT REPRESENTING INTERCOMPANY INDEBTEDNESS, IS EVIDENCED BY ONE OR MORE
PROMISSORY NOTES (WHICH NOTES HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT).
(F)
THE INITIAL PLEDGED EQUITY PLEDGED BY SUCH GRANTOR CONSTITUTES THE
PERCENTAGE OF THE ISSUED AND OUTSTANDING EQUITY INTERESTS OF THE ISSUERS THEREOF
INDICATED ON SCHEDULE II HERETO.
THE INITIAL PLEDGED DEBT CONSTITUTES ALL OF
THE OUTSTANDING PLEDGED DEBT OWED TO SUCH GRANTOR BY THE ISSUERS THEREOF AND IS
OUTSTANDING IN THE PRINCIPAL AMOUNT INDICATED ON SCHEDULE II HERETO.
(G)
SUCH GRANTOR HAS NO DEPOSIT ACCOUNTS, OTHER THAN AS LISTED ON SCHEDULE V.
(H)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY OTHER THIRD
PARTY IS REQUIRED FOR (I) THE GRANT BY SUCH GRANTOR OF THE SECURITY INTEREST
GRANTED HEREUNDER OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT BY SUCH GRANTOR, (II) THE PERFECTION OR MAINTENANCE OF THE SECURITY
INTEREST CREATED HEREUNDER (INCLUDING THE FIRST PRIORITY NATURE OF SUCH SECURITY
INTEREST), EXCEPT FOR THE FILING OF FINANCING AND CONTINUATION STATEMENTS UNDER
THE UCC, WHICH FINANCING STATEMENTS HAVE BEEN DULY FILED OR WILL BE DULY FILED
IMMEDIATELY AFTER THE RESTATEMENT CLOSING DATE, THE RECORDATION OF THE
INTELLECTUAL PROPERTY SECURITY AGREEMENTS REFERRED TO IN SECTION 15(F) WITH THE
U.S. PATENT AND TRADEMARK OFFICE AND THE U.S. COPYRIGHT OFFICE, WHICH AGREEMENTS
HAVE BEEN DULY RECORDED OR WILL BE DULY RECORDED IMMEDIATELY AFTER THE
RESTATEMENT CLOSING DATE OR (III) THE EXERCISE BY THE ADMINISTRATIVE AGENT OF
ITS VOTING OR OTHER RIGHTS PROVIDED FOR IN THIS AGREEMENT OR THE REMEDIES IN
RESPECT OF THE COLLATERAL PURSUANT TO THIS AGREEMENT, EXCEPT AS MAY BE REQUIRED
IN CONNECTION WITH THE DISPOSITION OF ANY PORTION OF THE SECURITY COLLATERAL BY
LAWS AFFECTING THE OFFERING AND SALE OF SECURITIES GENERALLY AND THE TAKING OF
THE ACTIONS DESCRIBED IN SECTION 4(D) WITH RESPECT TO ASSIGNABLE GOVERNMENT
CONTRACT CLAIMS; PROVIDED HOWEVER, THAT THE ACTIONS DESCRIBED IN SECTIONS 5, 6
AND 9 WITH RESPECT TO SECURITY COLLATERAL, ACCOUNT COLLATERAL, ELECTRONIC
CHATTEL PAPER, TRANSFERABLE RECORDS, LETTER-OF-CREDIT RIGHTS AND COMMERCIAL TORT
CLAIMS RESPECTIVELY, SHALL BE REQUIRED TO THE EXTENT SET FORTH IN SUCH SECTIONS
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A SPECIFIED DEFAULT.
(I)
AS TO ITSELF AND ITS INTELLECTUAL PROPERTY COLLATERAL: