the Collateral Trustee hereunder with respect to the lien and security
interest granted to the Collateral Trustee pursuant to this Agreement is subject
to the provisions of the Intercreditor Agreement and the Collateral Trust
Agreement. In the event of any conflict between the terms of the Intercreditor
Agreement and this Agreement with respect to the exercise of rights and remedies
or the priority of the security interests granted to the Collateral Trustee
herein, the terms of the Intercreditor Agreement shall govern and control. In
the event of any conflict between the terms of the Collateral Trust Agreement
and this Agreement with respect to the exercise of rights and remedies of the
security interests granted to the Collateral Trustee herein, the terms of the
Collateral Trust Agreement shall govern and control.
EXHIBIT E-2
SECTION 5. Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL
CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER
SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE
APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW
RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE
SECURITY INTEREST).
SECTION 6. Counterparts
This Agreement may be executed in one or more counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument.
SECTION 7. Concerning the Collateral Trustee
Wilmington Trust, National Association is entering into this Agreement solely in
its capacity as Collateral Trustee and not in its individual or corporate
capacity. The rights, privileges and immunities of the Collateral Trustee
pursuant to the Security Agreement and the Collateral Trust Agreement (as
defined in the Security Agreement), shall be incorporated as though fully set
forth herein.
[Remainder of page intentionally left blank]
EXHIBIT E-3
IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
delivered by its duly authorized officer as of the date first set forth above.
[NAME OF GRANTOR] By:
Name:
Title:
[ADD SIGNATURE BLOCKS FOR ANY OTHER GRANTORS]
EXHIBIT E-4
Accepted and Agreed:
WILMINGTON TRUST, NATIONAL ASSOCIATION,
solely in its capacity as Collateral Trustee
By:
Name:
Title:
EXHIBIT E-5
SCHEDULE A
to
SECOND LIEN TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND APPLICATIONS
Mark
Serial No.
Filing Date
Registration
No.
Registration
Date
EXHIBIT E-6
EXHIBIT F
TO SECOND LIEN PLEDGE AND SECURITY AGREEMENT
FORM OF SECOND LIEN PATENT SECURITY AGREEMENT
This SECOND LIEN PATENT SECURITY AGREEMENT, dated as of [
], 20[
]
(as it may be amended, restated, supplemented or otherwise modified from time to
time, this "Agreement"), is made by the entities identified as grantors on the
signature pages hereto (collectively, the "Grantors") in favor of