GRANTOR]
By:
Name:
Title:
EXHIBIT A-1
SUPPLEMENT TO SCHEDULE 4.1
TO SECURITY AGREEMENT
Additional Information:
(A)
Full Legal Name, Type of Organization, Jurisdiction of Organization, Chief
Executive Office/Sole Place of Business (or Residence if Grantor is a Natural
Person) and Organizational Identification Number of each Grantor:
Chief Executive
Office/Sole Place
of Business (or
Residence if
Type of
Jurisdiction of
Grantor is a
Full Legal Name
Organization
Organization
Natural Person)
Organization I.D.#
(B)
Other Names (including any Trade Name or Fictitious Business Name) under
which each Grantor has conducted business for the past five (5) years:
Full Legal Name
Trade Name or Fictitious Business Name
(C)
Changes in Name, Jurisdiction of Organization, Chief Executive Office or
Sole Place of Business (or Principal Residence if Grantor is a Natural Person)
and Corporate Structure within past five (5) years:
Name of Grantor
Date of Change
Description of Change
(D)
Financing Statements:
Name of Grantor
Filing Jurisdiction(s)
(E)
Letter of Credit Rights
Grantor
Description of Letters of Credit
(F)
Necessary Actions and Consents
EXHIBIT A-2
SUPPLEMENT TO SCHEDULE 4.3
TO SECURITY AGREEMENT
Additional Information:
Pledged Debt:
Securities Account:
Commodities Accounts:
Deposit Accounts:
EXHIBIT A-3
SUPPLEMENT TO SCHEDULE 4.5
TO SECURITY AGREEMENT
Additional Information:
(A)
Owned Intellectual Property
(B)
Intellectual Property Licenses
(C)
Intellectual Property Exceptions
EXHIBIT A-4
SUPPLEMENT TO SCHEDULE 4.6
TO SECURITY AGREEMENT
Additional Information:
Name of Grantor
Commercial Tort Claims
EXHIBIT A-5
EXHIBIT B
TO SECURITY AGREEMENT
DEPOSIT ACCOUNT CONTROL AGREEMENT
This Deposit Account Control Agreement dated as of [
],
20[___] (this "Agreement") among [
] (the "Debtor"),
[
], as collateral agent for the Secured Parties (the
"Collateral Agent") and [
], in its capacity as a "bank" as
defined in Section 9-102 of the UCC (in such capacity, the "Financial
Institution"). Capitalized terms used but not defined herein shall have the
meaning assigned thereto in the Security Agreement, dated as of May ___, 2007,
between the Debtor, the other Grantors party thereto and the Collateral Agent
(as amended, restated, supplemented or otherwise modified from time to time, 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. Establishment of Deposit Account. The Financial Institution
hereby confirms and agrees that:
(a) The Financial Institution has established account number [IDENTIFY
ACCOUNT NUMBER] in the name "[IDENTIFY EXACT TITLE OF ACCOUNT]" (such account
and any successor account, the "Deposit Account") and the Financial Institution
shall not change the name or account number of the Deposit Account without the
prior written consent of the Collateral Agent and, prior to delivery of a Notice
of Sole Control in substantially the form set forth in Exhibit A hereto, the
Debtor; and
(b) The Deposit Account is a "deposit account" within the meaning of
Section 9-102(a)(29) of the UCC.
Section 2. Control of the Deposit Account. Collateral Agent hereby agrees
only to deliver a Notice of Sole Control following the occurrence, and during
the continuance,