(“Citi”), as administrative agent, and the other agents party thereto are parties to a Second Amended and Restated Revolving Credit and Guaranty Agreement dated as of March 28, 2013 (as amended from time to time, the “Credit Agreement”); and this Agreement is supplementary to that certain Patent Security
Agreement dated as of August 25, 2010, among the Grantor and Citi; WHEREAS, pursuant to (i) an ABL Collateral Agreement, dated as of August 25, 2010 (as amended and/or supplemented from time to time, the “Collateral Agreement”) among, inter alia, the Borrower, the other Grantors party thereto and Citi, as administrative agent (“Administrative Agent”) for the Secured Parties referred to therein (in such capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other loan documents (including this Patent Security Agreement), the Grantor has secured certain of its obligations (the “Secured Obligations”) by granting to the Grantee for the benefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to and under the Patent Collateral (as defined below); the receipt and NOW, THEREFORE, for good and valuable consideration, sufficiency of which are hereby acknowledged, the Grantor grants to the Grantee, to secure the Secured Obligations, a continuing security interest in all of the Grantor’s right, title and interest in, to and under the following (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing or hereafter acquired or arising: each Patent (as defined in the Collateral Agreement) owned by
each Material Patent License (as defined in the Collateral including, without Agreement), identified in Schedule 1 hereto; and limitation, each Material Patent License including, all proceeds of and revenues from the foregoing, (iii) without limitation, all proceeds of and revenues from any claim by the Grantor against third parties for past, present or future infringement of any Patent owned UsiACTIVE:\44223368\4\77571.0015
The Grantor acknowledges and affirms that the rights and remedies of the Grantee with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Collateral Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.
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