OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 6.
Any provision of this Supplement that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof and in the Security Agreement, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.
SECTION 7.
All notices, requests and demands pursuant hereto shall be made in
accordance with Section 13.2 of the Credit Agreement.
All communications and
2
notices hereunder to each Grantor shall be given to it in care of the Borrower
at the Borrower's address set forth in Section 13.2 of the Credit Agreement.
SECTION 8.
Each Grantor agrees to reimburse the Administrative Agent for its
reasonable out-of-pocket expenses in connection with this Supplement, including
the reasonable fees, other charges and disbursements of counsel for the
Administrative Agent.
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IN WITNESS WHEREOF, each Grantor and the Administrative Agent have duly executed
this Supplement to the Security Agreement as of the day and year first above
written.
[GRANTOR],
By
Name:
Title:
CREDIT SUISSE AG,
CAYMAN ISLANDS BRANCH,
as Administrative Agent
By
Name:
Title:
By
Name:
Title:
4
SCHEDULE I
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
COPYRIGHT LICENSES
SCHEDULE II
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
COPYRIGHTS AND COPYRIGHT APPLICATIONS
Registered Owner/Grantor
Title
Registration
Number
SCHEDULE III
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
PATENT LICENSES
SCHEDULE IV
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
PATENTS AND PATENT APPLICATIONS
Title
Application
No.
Filing Date
Patent No.
Issue Date
SCHEDULE V
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
TRADEMARK LICENSES
SCHEDULE VI
TO SUPPLEMENT NO.
TO THE
SECURITY AGREEMENT
TRADEMARKS AND TRADEMARK APPLICATIONS
Registered
Owner/Grantor
Trademark
Registration
No.
Application
No.
EXHIBIT 1
TO THE SECURITY AGREEMENT
FORM OF TRADEMARK SECURITY AGREEMENT
This TRADEMARK SECURITY AGREEMENT, dated as of February 10, 2011 (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 CREDIT SUISSE AG, as
administrative agent for the Secured Parties (in such capacity, together with
its successors and permitted assigns, the "Administrative Agent").
WHEREAS, the Grantors are party to a Security Agreement dated as of February 10,
2011 (the "Security Agreement") between each of the Grantors and the other
grantors party thereto and the Administrative Agent pursuant to which the
Grantors granted a security interest to the Administrative Agent in the
Trademark Collateral (as defined below) and are required to execute and deliver