that the rights and remedies of the Collateral
Agent with respect to the security interest in the Patent Collateral made and
granted hereby are more fully set forth in the Pledge and Security 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 Pledge and Security Agreement, the provisions of the
Pledge and Security Agreement shall control.
EXHIBIT C-1
SECTION 4.
Termination
Upon the Payment in Full of the 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 Patent 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 C-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 C-3
Accepted and Agreed:
PNC BANK, NATIONAL ASSOCIATION,
as Collateral Agent
By:
Name:
Title:
EXHIBIT C-4
SCHEDULE A
to
PATENT SECURITY AGREEMENT
PATENTS AND PATENT APPLICATIONS
Title
Application No.
Filing Date
Patent No.
Issue Date
EXHIBIT C-5
EXHIBIT D
TO PLEDGE AND SECURITY AGREEMENT
FORM OF COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT 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 PNC Bank, National
Association, 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 a Pledge and Security Agreement dated as of
[__], 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