ACCOUNTS CONTROL AGREEMENT, 영문계약서, 계좌 조정 계약서

 

ACCOUNTS CONTROL AGREEMENT

 

 

TABLE OF CONTENTS

 

Section                                                                                                                 Page

1.          Definitions; Interpretation                                                                             1

2.          Securities Accounts                                                                                        2

3.          Rights With Respect To The Securities Accounts.                                         3

4.          Representations and Warranties of Securities Intermediary                                       3

5.          Representations And Warranties Of Borrower                                              5

6.          Affirmative Covenants                                                                                   5

7.          Negative Covenants                                                                                       7

8.          Miscellaneous                                                                                                 7

EXHIBIT A   OFFSHORE ACCOUNTS AND ONSHORE ACCOUNTS                14

 

 

ACCOUNTS CONTROL AGREEMENT

 

This ACCOUNTS CONTROL AGREEMENT (this “Agreement”), dated as of [•], 20[•], is by and among [AAA Corporation], a corporation organized and existing under the laws of [Name of the Country] (the “Borrower”) and [BBB Bank], a national banking association, not in its individual capacity but solely as the trustee for the Secured Parties under the Common Agreement referred to below (the “Trustee”), and as the securities intermediary (the “Securities Intermediary”).

 

RECITALS

 

A.         The Borrower, the Senior Lenders and the Agents have entered into that certain Common Agreement dated as of [•], 20[•] (the “Common Agreement”), which constitutes Volume [•] of the Omnibus Agreement dated as of [•], 20[•], among the Borrower, Lenders the Agents, Sponsors, Shareholders and other Persons party thereto, providing, subject to the terms and conditions thereof, for extensions of credit to the Borrower.

 

B.          The Borrower and the Trustee have entered into that certain Assignment and Security Agreement dated as of [•], 20[•], pursuant to which the Borrower granted a security interest in, among other things, the Accounts (as defined therein) (which include the “Securities Accounts” as defined herein) to the Trustee, for the ratable benefit of the Secured Parties, to secure the Obligations.

 

C.          In order to induce the Secured Parties to enter into, and as a condition precedent to the Initial Disbursement to the Borrower under, the Financing Documents, the Borrower has agreed to enter into this Agreement, and has requested that the Securities Intermediary enter into this Agreement, in order to perfect the security interest of the Trustee in the “Securities Accounts” for the benefit of the Secured Parties.

ACCORDINGLY, the parties hereto hereby agree as follows:

 

1.          DEFINITIONS; INTERPRETATION

 

1.1        Terms Defined in Common Agreement.

All capitalized terms used and not otherwise defined herein shall have the meanings assigned to those terms in the Common Agreement.

 

1.2        Rules of Interpretation.

Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit B to the Common Agreement shall apply mutatis mutandis to this Agreement.

 

1.3        Certain Defined Terms.

As used in this Agreement, the following terms have the following meanings:

“Entitlement Holder” has the meaning given to it in UCC § 8�102(a)(7).

“Entitlement Order” has the meaning given to it in UCC § 8�102(a)(8).

“Financial Asset” has the meaning given to it in UCC § 8�102(a)(9), and shall include the property referenced in Section 2.2.

“Security Entitlement” has the meaning given to it in UCC § 8�102(a)(17).

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in [Name of the State].

 

2.          SECURITIES ACCOUNTS

 

2.1        Securities Accounts.

The Securities Intermediary hereby confirms and agrees that (a) each account identified by name and number on Exhibit A and any subaccount thereof (each, a “Securities Account” and collectively, the “Securities Accounts”) is and will be maintained as a “securities account” within the meaning of Section 8�501(a) of the UCC, (b) each Financial Asset credited to the Securities Accounts shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to a Securities Account in the name of the Securities Intermediary in accordance with Section 8�501(b) of the UCC and (c) no Financial Asset will be registered in the name of, payable to the order of, or specially endorsed to, the Borrower.

 

2.2        Financial Assets.

The parties hereto agree that each Permitted Investment or other Financial Asset or property credited to, required to be credited to or carried in, any Securities Account shall be treated as a “financial asset” within the meaning of Section 8�102(a)(9) of the UCC.

 

2.3        Recordation.

Upon delivery or transfer of any of the Financial Assets credited or required to be credited to the Securities Accounts to the Securities Intermediary, the Securities Intermediary shall indicate by book entry that such Financial Assets have been credited to the applicable Securities Account or accept such Financial Assets for credit to the applicable Securities Account, as appropriate.

3.          RIGHTS WITH RESPECT TO THE SECURITIES ACCOUNTS.

 

3.1        Entitlement Orders.

The Securities Intermediary shall at all times comply with Entitlement Orders or any other order directing the transfer or redemption of any Financial Asset originated by the Trustee with respect to the Securities Accounts, without further consent by the Borrower or any other person. The Securities Intermediary shall not comply with Entitlement Orders or other directions concerning the Securities Accounts originated by the Borrower, including any order or direction by the Borrower to withdraw any Financial Asset, including cash, from any of the Securities Accounts. The Borrower shall not, and shall not attempt to, make or communicate to the Securities Intermediary any such Entitlement Orders or other directions concerning the Securities Accounts.

 

3.2        Subordination of Securities Intermediary’s Liens.

In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Securities Account, or any Security Entitlement or Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Trustee. The Financial Assets credited to the Securities Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Trustee (except the face amount of any checks paid which have been credited to any Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds).

 

3.3        Trustee’s Control.

The Trustee shall have “control” (within the meaning of Section 8�106(d) of the UCC) of the Borrower’s Security Entitlements with respect to the Financial Assets credited to the Securities Accounts and, therefore, “control” of each of the Securities Accounts pursuant to Section 9-115(1)(e) of the UCC until the indefeasible payment, performance and discharge in full of all Obligations and the termination of all Commitments.

 

4.          REPRESENTATIONS AND WARRANTIES OF SECURITIES INTERMEDIARY

 

The Securities Intermediary represents and warrants that:

 

4.1        Securities Intermediary’s Jurisdiction.

Regardless of any provision in any other agreement, the “securities intermediary's jurisdiction” (within the meaning of Section 8�110(e) of the UCC) of the Securities Intermediary is the State of New York.

 

4.2        Due Authorization, Execution and Delivery.

All action on the part of the Securities Intermediary that is required for the authorization, execution, delivery and performance by the Securities Intermediary of the Agreement has been duly and effectively taken. The obligations of the Securities Intermediary under the Agreement are the legal, valid and binding obligations of the Securities Intermediary enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in proceedings at law or in equity).

 

4.3        No Consents.

Neither the execution, delivery or performance by the Securities Intermediary of this Agreement, nor the performance by the Securities Intermediary of the terms and conditions hereof requires the approval, consent or authorization of any Person other than (a) such approvals, consents and authorizations as have been obtained or (b) as may be required from time to time in connection with the exercise of remedies provided for herein and in the other Financing Documents (as to which the Securities Intermediary makes no representation or warranty).

 

4.4        Securities Accounts; Entitlement Holder.

The Securities Intermediary has established the Securities Accounts for the Borrower in accordance with Section 2.1 hereof and in the respective name and number set forth on Exhibit A, referenced in the definition of “Securities Account.” No Financial Asset is registered in the name of the Borrower, payable to its order or specially endorsed to it. The Trustee is the Entitlement Holder with respect to each of the Securities Accounts.

 

4.5        No Other Claims.

Except for the claims and interest of the Borrower and the Trustee for the ratable benefit of the Secured Parties in the Securities Accounts, to the best of its knowledge, there is no other claim to or interest in any of the Securities Accounts.

 

4.6        Governing Law of Account Agreements.

This Agreement, the Securities Accounts, and all agreements between the Securities Intermediary and the Borrower with respect to the Securities Accounts (collectively, the “Account Agreements”) are governed by the laws of [Name of the Country].

 

4.7        No Other Agreements.

The Securities Intermediary has not (a) entered into any agreement, arrangement or understanding with any other Person relating to any of the Securities Accounts and the Financial Assets credited or to be credited thereto or carried therein pursuant to which the Securities Intermediary has agreed to comply with Entitlement Orders of such Person, or (b) entered into any other agreement with the Borrower or any other Person purporting to limit or condition the obligation of the Securities Intermediary to comply with Entitlement Orders originated by the Trustee as set forth herein.

 

5.          REPRESENTATIONS AND WARRANTIES OF BORROWER

 

The Borrower represents and warrants that it has not (a) permitted any of its creditors to obtain control over any Securities Account or any Financial Asset credited thereto, required to be credited thereto or carried therein (other than as provided in the Trust Agreement), or (b) entered into any agreement, arrangement or understanding with any other Person relating to any of the Securities Accounts and the Financial Assets credited or to be credited thereto or carried therein pursuant to which the Securities Intermediary has agreed to comply with Entitlement Orders of such Person.

 

6.          AFFIRMATIVE COVENANTS

 

6.1        No Grants of Control.

The Borrower agrees that it will not (a) permit any of its creditors (other than the Trustee, on behalf of the Secured Parties, under the Trust Agreement) to obtain control over any Securities Account or any Financial Asset credited thereto, required to be credited thereto or carried therein, or (b) enter into any agreement, arrangement or understanding with any other Person relating to any of the Securities Accounts and the Financial Assets credited or to be credited thereto or carried therein pursuant to which the Securities Intermediary has agreed to comply with Entitlement Orders of such Person.

 

6.2        No Creation of Adverse Claims.

The Securities Intermediary agrees that, during the existence of this Agreement, it will not create any adverse claims with respect to any Securities Account or any Financial Asset credited thereto, required to be credited thereto or carried therein, by way of security, set-off or otherwise, or with respect to any documents, instruments, records and other papers in its possession or under its control relating thereto, and hereby waives and releases any such interest which it may have in any such Securities Accounts, Financial Assets or such other documents, instruments, records and other papers and hereby waives and releases all liens, encumbrances, claims, rights to combine accounts, and rights of set off it may have against the Securities Accounts, including liens to secure fees owed to the Securities Intermediary by the Borrower with respect to the operation of the Securities Accounts.

 

6.3        Statements and Confirmations.

The Securities Intermediary agrees to send a copy of all statements and confirmations regarding the Securities Accounts simultaneously to the Borrower and to the Trustee.

 

6.4        Notice of Adverse Claims.

The Securities Intermediary agrees to promptly notify the Trustee and the Borrower in writing if any Person asserts a lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Securities Account or against any Financial Asset credited thereto, or if Borrower or any third party attempts to take any action described in Sections 7.1 or 7.2.

 

6.5        No Amendments of Account Agreements; No Jurisdiction Changes.

The Securities Intermediary and the Borrower agree not to amend, modify or otherwise change the law governing each agreement in relation to the Securities Accounts. The Securities Intermediary shall not make or permit, without the Trustee’s prior written consent, any organizational change with respect to any Securities Account or with respect to the Securities Intermediary that will have the effect of changing the jurisdiction of the law that governs each agreement in relation to the Securities Accounts.

 

6.6        Delivery and Endorsement.

With respect to each Security Entitlement, the Borrower agrees to deliver, or cause to be delivered, each underlying security or Financial Asset to the Securities Intermediary endorsed to the Securities Intermediary or in blank or to credit such security or Financial Asset to a securities account in the name of the Securities Intermediary.

 

6.7        Maintenance of Securities Accounts.

The Securities Intermediary shall maintain each Security Account in the manner set forth herein until the termination of this Agreement.

 

7.          NEGATIVE COVENANTS

 

The Securities Intermediary shall not:

 

7.1        Liens.

Obtain a lien on any Securities Account for its own benefit, except for liens to secure fees owed to it by the Borrower with respect to the operation of the Securities Accounts, which liens shall be subordinated as set forth in Section 3.2.

 

7.2        Entitlement Orders.

Agree with any other Person that it will comply with Entitlement Orders from any third party.

 

7.3        Termination of Securities Accounts.

Permit the Borrower to terminate any Securities Account.

 

7.4        Financial Assets.

Register any Financial Asset in the name of the Borrower, payable to its order, or specifically endorsed to it, except to the extent such Financial Asset has been subsequently endorsed by the Borrower to the Securities Intermediary or in blank.

 

7.5        Securities Account Numbers.

Change the name or account number of any Securities Account without the prior written consent of the Trustee.

 

7.6        Other Agreements.

The Securities Intermediary will not, until the termination of this Agreement, enter into any agreement with any other Person relating to any of the Securities Accounts or any Financial Assets credited thereto pursuant to which it has agreed to comply with Entitlement Orders of such Person.

 

8.          MISCELLANEOUS

 

8.1        Payment of Expenses, Etc.

All costs and expenses of the Trustee and all other Secured Parties shall be paid in accordance with Section 11.1 of the Common Agreement.

 

8.2        Notices.

All notices provided for hereunder shall be given in accordance with Section 11.5 of the Common Agreement. 

 

8.3        No Waiver; Remedies Cumulative.

 

8.3.1     No Waiver.  No failure or delay on the part of the Trustee (or any nominee or agent appointed by it) or any other Secured Party in exercising any right, remedy, power or privilege hereunder or under any other Secured Document and no course of dealing between the Borrower or the Securities Intermediary, on the one hand, and the Trustee (or any nominee or agent appointed by it) or any other Secured Party, on the other hand, shall impair any such right, remedy, power or privilege or operate as a waiver thereof.  No single or partial exercise of any right, remedy, power or privilege hereunder or under any other Financing Document shall preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege hereunder or thereunder.  No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Trustee or any other Secured Party to any other or further action in any circumstances without notice or demand.

 

8.3.2     Remedies Cumulative.  The rights, remedies, powers and privileges herein or in any other Financing Document expressly provided are cumulative and not exclusive of any rights, remedies, powers or privileges which any party hereto or thereto would otherwise have.

 

8.4        Severability.

If any provision of this Agreement is declared invalid or unenforceable by any lawful tribunal, then it shall be construed, to the extent feasible, to conform to legal requirements of that tribunal.  If no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement as though never included herein and the remaining provisions of this Agreement shall remain in full force and effect unless such invalidity or unenforceability causes substantial deviation from the underlying intent of the parties expressed herein, in which case the parties hereto shall replace the invalid or unenforceable provision with a valid or enforceable provision which corresponds as far as possible to the spirit and purpose of the invalid or unenforceable provision.

 

8.5        No Amendments.

This Agreement shall only be modified, amended or supplemented with the express written consent of the Borrower, the Securities Intermediary and the Trustee acting at the direction of the Administrative Agent.

 

8.6        English Language.

This Agreement is made in the English language.  Any translation of this Agreement shall have no legal validity.

 

8.7        Entire Agreement.

This Agreement and the documents referred to herein embody the entire agreement and understanding of the Borrower, the Securities Intermediary and the Trustee, and supersedes all prior agreements, contemporaneous oral agreements and understandings of such parties, relating to the subject matter herein contained.

 

8.8        Waiver of Sovereign Immunity.

The Borrower acknowledges and agrees that the activities contemplated by this Agreement are commercial in nature rather than governmental or public, and therefore acknowledges and agrees that it is not entitled to any right of immunity on the grounds of sovereignty or otherwise with respect to such activities or in any legal action or proceeding arising out of or relating to this Agreement.  To the extent that the Borrower or any of its Property has or hereafter may acquire any right to immunity from suit, set�off, legal proceedings generally, attachment before judgment, attachment in aid of execution or other attachment or execution of judgment on the grounds of sovereignty or otherwise, the Borrower hereby expressly and irrevocably waives such rights to immunity for itself and its Property in respect of its obligations arising under or relating to this Agreement or any related documentation, and agrees not to assert any such right or claim in any legal action or proceeding arising out of or relating to this Agreement.  The Borrower agrees that the waivers set forth above are made to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not subject to withdrawal for purposes of such Act.

 

8.9        Governing Law ; Submission To Jurisdiction; Venue; Waiver Of Jury Trial.

 

8.9.1     Governing Law.  This Agreement and each Securities Account(Including all Security entitlements relating thereto) are to be construed in accordance with and governed by the laws of [Name of the Country].

 

8.9.2     Submission To Jurisdiction.  Any legal action or proceeding against the Borrower with respect to this Agreement or any other Financing Document may be brought in the courts of [•]. By execution and delivery of this Agreement, the Borrower irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The Borrower agrees that a judgment, after exhaustion of all available appeals, in any such action or proceeding shall be conclusive and binding upon it, and may be enforced in any other jurisdiction, including by a suit upon such judgment, a certified copy of which shall be conclusive evidence of the judgment.

 

8.9.3     Appointment of Process Agent. The Borrower irrevocably designates, appoints and empowers [•], with offices on the date hereof at [Adress], as its designee, appointee and agent with respect to any action or proceeding in [Name of the City], to receive, accept and acknowledge, for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents which may be served in any such action or proceeding. The Borrower agrees that the failure of such agent to give any advice of any such service of process to it shall not impair or affect the validity of such service or of any judgment in any action commenced on the basis of such service. The Borrower agrees that if for any reason such designee, appointee and agent shall cease to be available to act as such, it shall designate a new designee, appointee and agent in [Name of the City] on the terms and for the purposes of this provision satisfactory to the Trustee.

 

8.9.4     Service of Process.  The Borrower further irrevocably consents to the service of process out of any of the courts referred to in Section 8.9.2 in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address set forth in Annex I to the Common Agreement, such service to become effective five days after such mailing. Nothing herein shall affect the right of the Trustee or any other Secured Party to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Borrower in [Name of the Country] or in any other court or tribunal having jurisdiction.

 

8.9.5     Waiver Of Objection To Venue Or Forum.  The Borrower irrevocably waives any objection that it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Financing Document brought in the courts referred to in Section 8.9.2.  The Borrower further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

 

8.9.6     Waiver of Jury Trial.  The Borrower hereby irrevocably waives all right to trial by Jury in any action proceeding or counterclaim arising out of or relating to this Agreement or any of the Financing Documents or the Transactions contemplated hereby or thereby.

 

8.10      Conflict With Other Agreements.

If this Agreement (or any portion hereof) conflicts with any other agreement between the Securities Intermediary and the Borrower, whether now existing or hereafter entered into, the terms of this Agreement shall prevail.

 

8.11       No Third Party Beneficiaries.

The agreements contained herein are made solely for the benefit of the Trustee, for the ratable benefit of the Secured Parties, and successors and assigns thereof, as specified in the Financing Documents, and shall not be construed as having been intended to benefit any third party.

 

8.12      Assignments.

This Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of the Borrower, the Securities Intermediary, the Trustee and the other Secured Parties; provided, however, that neither the Borrower nor the Securities Intermediary may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each of the Senior Lenders. The Trustee may not assign or transfer any of its rights or obligations hereunder except as permitted pursuant to the Common Agreement. Any other Secured Party may assign or transfer its rights hereunder in connection with an assignment or transfer of all or any part of its interest in Obligations owed to it in accordance with the provisions of the Common Agreement.  Any attempted assignment in contravention of this Section 8.12 shall be null and void.

 

8.13      Reinstatement.

This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Borrower’s obligations hereunder or under any of the other Financing Documents, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by the Trustee or any other Secured Party. In the event that any payment or performance or any part thereof is so rescinded, reduced, restored or returned, such obligations shall be reinstated and deemed to be reduced only by such amount paid or performed and not so rescinded, restored or returned. To the extent any such reinstatement would not be effective under Applicable Law, the Borrower covenants and agrees to secure the Obligations on the same terms and conditions and with the same force and effect as this Agreement and the Liens hereunder, by (a) executing and delivering to the Trustee a new agreement with the same terms and conditions as are contained in this Agreement and (b) doing all things the Trustee deems necessary to create new Liens equivalent to those created hereunder, and, if applicable, duly perfect such Liens.

 

8.14      Authority of the Trustee.

The Borrower and the Securities Intermediary each acknowledges that the rights and responsibilities of the Trustee under this Agreement with respect to any action taken, suffered or omitted by the Trustee or the exercise or non-exercise by the Trustee of any power, right or remedy provided for or resulting or arising out of this Agreement shall, as between the Trustee and the Secured Parties, be governed by the Common Agreement, the Trust Agreement, the Intercreditor Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Trustee and the Borrower, the Trustee shall be conclusively presumed to be acting as the Trustee for the Secured Parties with full and valid authority so to act or refrain from acting, and the Borrower and Securities Intermediary shall be under no obligation or entitlement to make any inquiry respecting such authority.

 

8.15      Continuing Security Interest; Termination.

This Agreement shall perfect the Trustee’s continuing security interest in the Securities Accounts, for the ratable benefit of the Secured Parties, and shall apply to all past, present and future Obligations, including Obligations that arise under transactions that continue any of the Obligations, increase or decrease any of the Obligations, or from time to time create new Obligations after all or any prior Obligations have been satisfied.  The rights and powers granted herein to the Trustee are powers coupled with an interest and will neither be affected by the bankruptcy of the Borrower nor the lapse of time.  Upon the indefeasible payment, performance and discharge in full of all Obligations and the termination of all Commitments, (a) the security interests perfected by this Agreement shall terminate and the Borrower shall be entitled to the return upon its written request and at its expense, of such release of the Secured Collateral in the possession of the Trustee as shall not have been sold or otherwise applied pursuant to the terms of the Financing Documents, and (b) the Trustee shall execute and deliver to the Borrower, at the Borrower’s expense, any instruments reasonably requested by the Borrower (which may include a UCC termination statement) acknowledging such termination.

 

8.16      Counterparts; Effectiveness.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any party hereto may execute this Agreement by signing any such counterpart.  This Agreement shall become effective at such time as the Administrative Agent has received counterparts signed by all of the parties hereto.

 

8.17      Indemnification of the Securities Intermediary.

The Borrower hereby agrees to indemnify the Securities Intermediary to the same extent it has agreed to indemnify the Trustee as set forth in the Trust Agreement.

 

8.18      No Liability.

To the extent permitted by Applicable Law, the Borrower agrees that (a) no claim shall be made by the Borrower or any of its respective Affiliates against the Trustee or any of its Affiliates for, and (b) the Trustee shall not be liable for, any damages, whether actual, special, indirect, consequential or punitive damages (including any loss of revenue or loss of profits) howsoever arising (whether or not the claim therefor is based on contract, tort or duty imposed by law), in connection with, arising out of or in any way related to the transactions contemplated by this Agreement, including the issuance of Entitlement Orders by the Trustee with respect to the Securities Accounts, or any act or omission or event occurring in connection therewith except as provided in Section 10.6.1 and Section 11.3.8 of the Common Agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date hereof on the signature pages of the Omnibus Agreement, of which this Agreement constitutes Volume 8.

 

EXHIBIT A

 

OFFSHORE ACCOUNTS

 

 

 

 

 

 

 

 

2_8 Accounts Control Agreement.doc 

 

 

 

 

 

ONSHORE ACCOUNTS