the Pledge and Security Agreement, the provisions of the
Pledge and Security Agreement shall control.
SECTION 4.
Termination
Upon the Payment in Full of the Secured Obligations in accordance with
Section 9.08(d) of the Credit Agreement and termination of the Pledge and
Security Agreement, the Collateral Agent shall execute, acknowledge and deliver
to the Grantors a written instrument in recordable form releasing the collateral
pledge, grant, assignment, lien and security interest in the Trademark
Collateral under this Agreement.
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 GRANTED HEREBY).
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.
[Remainder of page intentionally left blank]
EXHIBIT B-2
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:
EXHIBIT B-3
Accepted and Agreed:
BARCLAYS BANK PLC,
as Collateral Agent
By:
Name:
Title:
EXHIBIT B-4
SCHEDULE A
to
TRADEMARK SECURITY AGREEMENT
TRADEMARK REGISTRATIONS AND APPLICATIONS
Mark
Serial No.
Filing Date
Registration No.
Registration
Date
EXHIBIT B-5
EXHIBIT C
TO PLEDGE AND SECURITY AGREEMENT
FORM OF PATENT SECURITY AGREEMENT
This 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 Barclays Bank PLC as
collateral agent (in such capacity, together with its successors and permitted
assigns, the "Collateral Agent") for the Secured Parties.
WHEREAS, the Grantors are party to the Pledge and Security Agreement dated as of
November 1, 2017 (the "Pledge and Security Agreement") between the Grantors and
the other grantors party thereto and the Collateral Agent pursuant to which the
Grantors granted a security interest to the Collateral Agent in the Patent
Collateral (as defined below) and are required to execute and deliver this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Grantors hereby agree with the Collateral Agent as follows:
SECTION. 1.
Defined Terms
Unless otherwise defined herein, terms defined in the Pledge and Security
Agreement and used herein