IN, THE WORK-IN-PROGRESS AND THE DELIVERABLE ITEMS, ALL
OF WHICH ARE FREE FROM ANY RIGHT OR CLAIM OF ANY PERSON OR ANY ADVERSE LIEN,
SECURITY INTEREST OR OTHER ENCUMBRANCE, EXCEPT FOR THE SECURITY INTERESTS
CREATED BY OR REAFFIRMED UNDER THIS AGREEMENT AND ANY COLLATERAL PERMITTED
LIENS, AND THE CUSTOMER HAS NOT SOLD, PLEDGED OR OTHERWISE ENCUMBERED THE
COLLATERAL (OTHER THAN THE SECURITY INTERESTS GRANTED HEREBY OR REAFFIRMED
HEREUNDER AND ANY COLLATERAL PERMITTED LIENS), (B) EACH OF THE SECURITY
INTERESTS PURPORTED TO BE GRANTED HEREBY OR REAFFIRMED HEREUNDER CONSTITUTES A
FIRST PRIORITY PERFECTED SECURITY INTEREST IN THE COLLATERAL (OTHER THAN
COLLATERAL PERMITTED LIENS); (C) THERE ARE NO SECURITY INTERESTS OR ENCUMBRANCES
OF ANY KIND ON THE COLLATERAL OTHER THAN COLLATERAL PERMITTED LIENS AND (D) NO
FILINGS, OTHER THAN THE FILING OF A UCC-1 FINANCING STATEMENT IN THE OFFICE OF
THE SECRETARY OF STATE OF DELAWARE IN RESPECT OF THE FM-6 COLLATERAL ARE
NECESSARY TO PERFECT THE SECURITY INTERESTS IN THE COLLATERAL PURPORTED TO BE
CREATED BY OR REAFFIRMED UNDER THIS AGREEMENT; NOR IS ANY AUTHORIZATION,
APPROVAL OR OTHER ACTION BY, OR NOTICE TO OR OTHER FILING WITH, ANY GOVERNMENTAL
AUTHORITY REQUIRED FOR EITHER (I) THE PLEDGE, REAFFIRMATION OR PERFECTION OF THE
SECURITY INTERESTS IN THE COLLATERAL OR (II) THE EXERCISE BY THE SECURED PARTY
OF ANY RIGHTS OR REMEDIES IN RESPECT OF THE COLLATERAL (WHETHER SPECIFICALLY
GRANTED, CREATED OR REAFFIRMED HEREUNDER OR PROVIDED BY APPLICABLE LAW) OTHER
THAN FILINGS UNDER FEDERAL STATUTES IN RESPECT OF INTELLECTUAL PROPERTY, FILINGS
TO PERFECT SECURITY INTERESTS UNDER LAWS OUTSIDE THE UNITED STATES, AND ANY
ACTIONS IN CONNECTION WITH ENFORCEMENT RIGHTS REQUIRED UNDER APPLICABLE EXPORT
RESTRICTIONS AND SECURITY REGULATIONS.
ARTICLE XVII. COVENANTS CONCERNING COLLATERAL, ETC. THE CUSTOMER FURTHER
COVENANTS WITH THE SECURED PARTY AS FOLLOWS: (A) EXCEPT FOR THE RIGHTS OF SS/L,
THE SECURITY INTERESTS HEREIN GRANTED OR REAFFIRMED AND COLLATERAL PERMITTED
LIENS, THE CUSTOMER SHALL BE THE LEGAL OWNER OF THE COLLATERAL FREE FROM ANY
RIGHT OR CLAIM OF ANY OTHER PERSON, LIEN, SECURITY INTEREST OR OTHER ENCUMBRANCE
OF ANY KIND, AND THE CUSTOMER AT ITS COST AND EXPENSE SHALL DEFEND THE SAME
AGAINST ALL CLAIMS AND DEMANDS OF ALL PERSONS AT ANY TIME CLAIMING THE SAME OR
ANY INTERESTS THEREIN ADVERSE TO THE SECURED PARTY, (B) THE CUSTOMER SHALL NOT
PLEDGE, MORTGAGE OR CREATE, OR SUFFER TO EXIST ANY RIGHT OF ANY PERSON IN OR
CLAIM BY ANY PERSON TO THE COLLATERAL OR ANY PORTION THEREOF OR INTEREST
THEREIN, OR ANY SECURITY INTEREST, LIEN OR ENCUMBRANCE IN THE COLLATERAL OR ANY
PORTION THEREOF OR INTEREST THEREIN IN FAVOR OF ANY PERSON, OTHER THAN THE
SECURED PARTY AND ANY PERSON GRANTED A COLLATERAL PERMITTED LIEN, (C) THE
CUSTOMER WILL NOT ASSIGN, LEASE, TRANSFER, SELL OR OTHERWISE DISPOSE, OR ENTER
INTO A CONTRACT OR OFFER TO ASSIGN, LEASE, TRANSFER, SELL OR OTHERWISE DISPOSE,
OF THE COLLATERAL AND (D) THE CUSTOMER WILL GIVE PROMPT WRITTEN NOTICE TO THE
SECURED PARTY (IN NO EVENT LATER THAN 10 DAYS AFTER THE OCCURRENCE OF SUCH
CHANGE) OF ANY CHANGE IN