the Secured
Parties pursuant to the Guarantee and Collateral Agreement, and the Grantor
hereby acknowledges and affirms that the rights and remedies of the Agent with
respect to the security interest in the Copyright Collateral made and granted
hereby are more fully set forth in the Guarantee and Collateral Agreement, the
terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Agreement is deemed to
conflict with the Guarantee and Collateral Agreement, the provisions of the
Guarantee and Collateral Agreement shall control.
SECTION 4. Recordation
Grantor hereby authorizes and requests that the United States Copyright Office
record this Agreement.
SECTION 5. Governing Law
THIS AGREEMENT AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING
TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN
THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY
PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND EFFECT OF
PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).
EXHIBIT A-1 - 2
SECTION 6. Counterparts
This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page of this Agreement by facsimile or other electronic
transmission (e.g., ".pdf" or ".tif" format) shall be effective as delivery of a
manually executed counterpart hereof.
[Remainder of page intentionally left blank]
EXHIBIT A-1 - 3
IN WITNESS WHEREOF, Grantor has caused this Agreement to be duly executed and
delivered as of the date first above written.
[NAME OF GRANTOR],
as Grantor
By:
Name: Title:
EXHIBIT A-1 - 4
Accepted and Agreed:
MORGAN STANLEY SENIOR FUNDING, INC.,
as Agent
By:
Name: Title:
EXHIBIT A-1 - 5
SCHEDULE A
to
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS
Title
Author
Registration No.
Registration Date COPYRIGHT APPLICATIONS
Title
Author
Application/ Case No.
Filing Date
EXHIBIT A-1 - 6
EXHIBIT A-2
TO GUARANTEE AND COLLATERAL AGREEMENT
FORM OF PATENT SECURITY AGREEMENT
This PATENT SECURITY AGREEMENT, dated as of [
], 20[
]
(this "Agreement"), is made by the signatory hereto indicated as a "Grantor"
(the "Grantor") in favor of MORGAN STANLEY SENIOR FUNDING, INC., as Collateral
Agent (in such capacity and together with its successors and assigns in such
capacity, the "Agent") for (i) the banks and other financial institutions or
entities (the "Lenders") from time to time parties to the Credit Agreement,
dated as of January 27, 2015 (as amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among SILICON GRAPHICS
INTERNATIONAL CORP., a Delaware corporation (the "Borrower"), the Lenders,
MORGAN STANLEY SENIOR FUNDING, INC., as administrative agent, and the Agent, and
(ii) the other