Account Number
Account Name
(H)
Commodity Contracts and Commodity Accounts:
Name of Commodity
Grantor
Intermediary
Account Number
Account Name
II.
INTELLECTUAL PROPERTY
(A)
Copyrights
Registration
Registration
Grantor
Jurisdiction
Title of Work
Number (if any)
Date (if any)
(B)
Copyright Licenses
Registration
Number (if any) of
Description of
underlying
Grantor
Copyright License
Copyright
Name of Licensor
EXHIBIT A-4
(C)
Patents
Patent
Issue
Number/(Application
Date/(Filing
Grantor
Jurisdiction
Title of Patent
Number)
Date)
(D)
Patent Licenses
Description of
Patent Number of
Grantor
Patent License
underlying Patent
Name of Licensor
(E)
Trademarks
Registration
Registration
Number/(Serial
Date/(Filing
Grantor
Jurisdiction
Trademark
Number)
Date)
(F)
Trademark Licenses
Registration
Number of
Description of
underlying
Grantor
Trademark License
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
FIRST LIEN PLEDGE AND SECURITY AGREEMENT
Financing Statements:
Grantor
Filing Jurisdiction(s)
EXHIBIT A-7
SUPPLEMENT TO SCHEDULE 5.6 TO
FIRST LIEN PLEDGE AND SECURITY AGREEMENT
EXHIBIT A-8
EXHIBIT B
TO FIRST LIEN PLEDGE AND SECURITY AGREEMENT
UNCERTIFICATED SECURITIES CONTROL AGREEMENT
This Uncertificated Securities Control Agreement (this "Agreement") dated as of
[
], 20[
] among [
] (the
"Pledgor"), Wilmington Trust, National Association, as collateral agent for the
Secured Parties, (together with its successors and assigns in such capacity, the
"Collateral Agent") and [
], a [
]
[corporation] (the "Issuer"). Capitalized terms used but not defined herein
shall have the meaning assigned in the First Lien Pledge and Security Agreement
dated [as of the date hereof], 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 to
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