become effective as to each
Grantor when the Collateral Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of such Grantor and
the Collateral Agent.
SECTION 4. Except as expressly supplemented hereby, the Security Agreement shall
remain in full force and effect.
SECTION 5. THE VALIDITY OF THIS SUPPLEMENT, THE CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND
THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED
HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Any provision of this Supplement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof and in the Security Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7. All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement. All communications and
notices here-under to each Grantor shall be given to it in care of the Borrower
at the Borrower's address set forth in Section 13.2 of the Credit Agreement.
SECTION 8. Each Grantor agrees to reimburse the Collateral Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the
Collateral Agent.
2
IN WITNESS WHEREOF, each Grantor and the Collateral Agent have duly executed
this Supplement to the Security Agreement as of the day and year first above
written.
[GRANTOR]
By:
Name:
Title:
WELLS FARGO CAPITAL FINANCE, LLC,
as Collateral Agent
By:
Name:
Title:
3
ANNEX A
TO THE SECURITY AGREEMENT
SUBSIDIARY GRANTORS
SCHEDULE 1
TO THE SECURITY AGREEMENT
COPYRIGHT LICENSES
SCHEDULE 2
TO THE SECURITY AGREEMENT
COPYRIGHTS
SCHEDULE 3
TO THE SECURITY AGREEMENT
PATENT LICENSES
SCHEDULE 4
TO THE SECURITY AGREEMENT
PATENTS
SCHEDULE 5
TO THE SECURITY AGREEMENT
TRADEMARKS LICENSES
SCHEDULE 6
TO THE SECURITY AGREEMENT
TRADEMARK
SCHEDULE 7
TO THE SECURITY AGREEMENT
COMMERCIAL TORT CLAIMS
SCHEDULE 8
TO THE SECURITY AGREEMENT
DEPOSIT ACCOUNTS
SECURITIES ACCOUNTS
SCHEDULE 9
TO THE SECURITY AGREEMENT
GRANTOR INFORMATION