Commodities Accounts:
Grantor
Name of Commodities
Intermediary
Account Number
Account Name
(B)
Grantor
Date of Acquisition
Description of Acquisition
II. INTELLECTUAL PROPERTY
(A) Copyrights
Grantor
Jurisdiction
Title of Work
Registration Number
(if any)
Registration Date
(if any)
(B) Copyright Licenses
Grantor
Description of Copyright
License
Registration Number (if
any) of underlying
Copyright
Name of Licensor
(C) Patents
Grantor
Jurisdiction
Title of Patent
Patent
Number/(Application
Number)
Issue Date/(Filing
Date)
EXHIBIT A-4
(D) Patent Licenses
Grantor
Description of Patent
License
Patent Number of
underlying Patent
Name of Licensor
(E) Trademarks
Grantor
Jurisdiction
Trademark
Registration
Number/(Serial
Number)
Registration
Date/(Filing Date)
(F) Trademark Licenses
Grantor
Description of Trademark
License
Registration Number of
underlying Trademark
Name of Licensor
(G) Trade Secret Licenses
III. COMMERCIAL TORT CLAIMS
Grantor
Commercial Tort Claims
IV. LETTER OF CREDIT RIGHTS
Grantor
Description of Letters of Credit
EXHIBIT A-5
V. WAREHOUSEMAN, BAILEES AND OTHER THIRD PARTIES IN POSSESSION OF COLLATERAL
Grantor
Description of Property
Name and Address of Third Party
VI. MATERIAL CONTRACTS
Grantor
Description of Material Contract
EXHIBIT A-6
SUPPLEMENT TO SCHEDULE 5.4 TO
PLEDGE AND SECURITY AGREEMENT
Financing Statements:
Grantor
Filing Jurisdiction(s)
EXHIBIT A-7
SUPPLEMENT TO SCHEDULE 5.5
TO PLEDGE AND SECURITY AGREEMENT
Additional Information:
Name of Grantor
Location of Equipment and Inventory
EXHIBIT A-8
EXHIBIT B
TO PLEDGE AND SECURITY AGREEMENT
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
This Uncertificated Securities Control Agreement dated as of [
],
20[
] among [
] (the "Pledgor"), Goldman Sachs Bank USA,
as collateral agent for the Secured Parties, (the "Collateral Agent") and
[
], a [
] [corporation] (the "Issuer").
Capitalized terms used but not defined herein shall have the meaning assigned in
the Pledge and Security Agreement dated as of July 23, 2014, among the Pledgor,
the other Grantors party thereto and the Collateral Agent (the "Security
Agreement"). All references herein to the "UCC" shall mean the Uniform
Commercial Code as in effect in the State of New York.
Section 1. Registered Ownership of Shares. The Issuer hereby confirms and agrees
that as of the date hereof the Pledgor is the registered owner of
[
] shares of the Issuer's [common] stock (the "Pledged Shares")
and the Issuer shall not change the registered owner of the Pledged Shares
without the prior written consent of the Collateral Agent.
Section 2. Instructions. If at any time the Issuer shall receive instructions
originated by the Collateral Agent relating to the Pledged Shares, the Issuer
shall comply with such instructions without further consent by the Pledgor or
any other person.
Section 3. Additional Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Collateral Agent:
(a) It has not entered into, and until the termination of this agreement will
not enter into, any agreement with any other person relating the Pledged Shares
pursuant to which it has agreed to comply with instructions issued by such other
person; and
(b) It has not entered into, and until the termination of this agreement will
not enter into, any agreement