or upon the effectiveness of any written
consent to the release of the Security Interest granted hereby in any Collateral
pursuant to the Credit Agreement or the Pledge and Security Agreement, the
Security Interest in such Collateral shall be automatically released.
(d) In connection with any termination or release pursuant to paragraph (a),
(b) or (c) of this Section 5, the Collateral Agent shall execute and deliver to
any Grantor at such Grantor's expense, all UCC termination statements, releases
and similar documents that such Grantor shall reasonably request to evidence
such termination or release. Any execution and delivery of termination
statements, releases, or other documents pursuant to this Section 5 shall be
without recourse to or warranty by the Collateral Agent.
SECTION 6 Governing Law and Consent to Jurisdiction
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN
THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. THE
TERMS AND PROVISIONS OF SECTION 9.13 OF THE PLEDGE AND SECURITY AGREEMENT ARE
INCORPORATED BY REFERENCE HEREIN WITH RESPECT HERETO AS IF FULLY SET FORTH
HEREIN.
[Signature Page Follows]
F-1-3
IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set
forth above.
Very truly yours,
[
] By
Name: Title: [ADDITIONAL GRANTORS] By
Name: Title: By
Name: Title:
ACCEPTED AND AGREED: MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent By
Name: Title:
F-1-4
SCHEDULE I
PATENTS
(A) ISSUED PATENTS
Patent No.
(B) PATENT APPLICATIONS
Patent No.
F-1-5
EXHIBIT F-2
FORM OF TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT, dated as of
, 20
(this
"Agreement"), among [
], [
], each
Additional Grantor listed on the signature pages hereto, (all of the foregoing,
each a "Grantor" and collectively, the "Grantors"), and MORGAN STANLEY SENIOR
FUNDING, INC., as collateral agent for the Secured Parties (as defined in the
Pledge and Security Agreement referred to below) (herein in such capacity, the
"Collateral Agent").
RECITALS
(A) CYPRESS SEMICONDUCTOR CORPORATION (the "Borrower"), the GUARANTORS as
defined therein, the LENDERS from time to time party thereto, MORGAN STANLEY
SENIOR FUNDING, INC., as administrative agent (in such capacity, the
"Administrative Agent") and collateral agent for the Lenders and the other
AGENTS from time to time party thereto, and MORGAN STANLEY BANK, N.A., as
Issuing Bank, have entered into an Amended and Restated Credit and Guaranty
Agreement, dated as of March 12, 2015 (as further amended and/or restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").
(B) The Grantors are party to an Amended and Restated Pledge and Security
Agreement, dated as of March 12, 2015, in favor of the Collateral Agent (as
further amended and/or restated, supplemented or otherwise modified from time to
time, the "Pledge and