As to the Collateral Clause Samples

As to the Collateral. (a) The Borrower shall keep its chief place of business and chief executive office and the office where it keeps its records concerning the Collateral at the location therefor specified in Section 4.01 (i) or, upon 30 days' prior written notice to Lender, at such other locations in a jurisdiction where all action required by Section 3.04 shall have been taken with respect to the Collateral. Borrower will hold or cause to be held and preserve such records and will permit representatives of Lender at any time during normal business hours to inspect and make abstracts from such records. (b) Except as otherwise provided in this subsection (b), the Borrower shall continue to collect, at its own expense, all amounts due or to become due the Borrower with respect to the Collateral. In connection with such collections, the Borrower may take (and, at Lender's discretion, shall take) such action as the Borrower or Lender may deem necessary or advisable to enforce collection of the Collateral; provided, however, that Lender shall have the right at any time, upon the occurrence and during the continuance of an Event of Default (as hereinafter defined in Section 6.01) or an event which, with the giving of notice or the lapse of time, or both, would become an Event of Default and upon written notice to the Grantor of its intention to do so, to notify the account debtors or obligors under any Collateral, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as the Borrower might have done. After receipt by the Borrower of the notice from Lender referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including instruments) received by the Borrower in respect of the Collateral shall be received in trust for the benefit of Lender hereunder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement) to be held as cash collateral and either (A) released to the Borrower so long as no lapse of time, or both, would become an Event of Default shall have occurred and be continuing or (B) if any Event of Default shall have occurred and be continuing, applied as provided by Section 6.02, and (ii) the Borrower shall not adjust, settle or compromise the amount or payment of any Collateral, or release wholly or partly any account debtor or obligor thereof, or allow any credit discount thereon.

As to the Collateral. (a) The Grantor shall at its expense: (i) properly maintain the Collateral and take all such action to such end as may be from time to time reasonably requested by the Secured Party; and (ii) furnish to the Secured Party promptly upon receipt thereof copies of all notices, requests and other documents received by the Grantor relating to the Collateral, and from time to time (A) furnish to the Secured Party such information and reports regarding the Collateral as the Secured Party may reasonably request and (B) upon request of the Secured Party make to any other party such demands and requests for information and reports or for action as the Grantor is entitled to make, respecting the Collateral. (b) The Grantor shall not: (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral (other than a proposed sale or other disposition of obsolete or worn-out equipment, in which events Grantor shall provide Secured Party with thirty (30) days advanced written notice), or create or permit to exist any lien, security interest, option or other charge or encumbrance upon or with respect to any of the Collateral, except for the assignment and security interest under by this Agreement or Permitted Liens; or (ii) take any other action in connection with the Collateral which would impair the value thereof or the interest or rights of the Grantor therein or which would impair the interest or rights of the Secured Party therein.

As to the Collateral. (a) So long as no event or circumstance which constitutes a Default shall have occurred and be continuing: (i) The Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Indenture; provided, however, that the Pledgor shall not exercise or refrain from exercising any such right without the consent of the Collateral Agent if, in the Collateral Agent's judgment, such action or inaction would have a Material Adverse Effect (as defined herein) on the fair market value of any of the Collateral including, without limitation, the validity, priority or perfection of the security interests granted hereby or the remedies of the Collateral Agent hereunder. (ii) Any and all dividends and other distributions (whether or not in cash) paid or payable, and certificates, instruments and other Property received, receivable or otherwise distributed in respect of, or in exchange for, Collateral, shall be, and shall be forthwith delivered to the Collateral Agent to be held as Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Trustee and the Holders, be segregated from the other Property of the Pledgor, and be forthwith delivered to the Collateral Agent, as Collateral in the same form as so received (with any necessary endorsement). Any cash dividends or distributions delivered to or otherwise held by the Collateral Agent pursuant to this Section 5, and any other cash constituting Collateral delivered to the Collateral Agent, shall be invested, at the written direction of the Pledgor by the Collateral Agent in Cash Equivalents. (iii) The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to subsection (i) or (ii) above. (b) Upon the occurrence and during the continuance of a Default (except as provided below), at the Collateral Agent's option and following written notice by the Collateral Agent to the Pledgor: (i) all rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5(a)(i) shall cease, provided, however, that the Pledgor shall be entitled to exercise su...

As to the Collateral. (A) first; to the payment of all Obligations owing to Secured Party of the type described in clauses (iii) and (iv) of the definition of "Obligations" contained in Article IX hereof; and (B) second; to the relevant Debtor or, to the extent directed by such Debtor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus.

As to the Collateral. (a) With respect to the Pledged Shares, all such Pledged Shares are duly authorized and validly issued, fully paid and non-assessable, and represented by a certificate. (b) With respect to the Pledged Interests, no such Pledged Interests (i) are dealt in or traded on securities exchanges or in securities markets, (ii) expressly provide that such Pledged Interests are securities governed by Article 8 of the UCC, or (iii) are held in a Securities Account, except, with respect to this clause (b), Pledged Interests (A) for which the Collateral Trustee is the registered owner or (B) with respect to which the Company has agreed in an authenticated record with the Pledgor and the Collateral Trustee to comply with any instructions of the Collateral Trustee without the consent of the Pledgor. (c) The Pledgor has delivered all Certificated Securities constituting Collateral held by the Pledgor on the date hereof to the Collateral Trustee, together with duly executed undated blank stock powers, or other equivalent instruments of transfer reasonably acceptable to the Collateral Trustee. (d) With respect to any Uncertificated Securities constituting Collateral owned by the Pledgor, the Pledgor has caused the Company either (i) to register the Collateral Trustee as the registered owner of such security, or (ii) to agree in an authenticated record with the Pledgor and the Collateral Trustee that the Company will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of the Pledgor. (e) All of the Pledged Shares and Pledged Interests constitute one hundred percent (100%) of the outstanding Capital Securities issued by the Company (which is further described on Schedule I).