Common use of Security Interest in Patents Clause in Contracts

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the Liabilities, the Borrower hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other Holders, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of the Borrower's now owned and hereafter acquired: (a) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (i)the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to xxx for past, present and future infringements thereof, (iv) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(v) in this paragraph 4(a) are sometimes hereinafter individually and/or collectively referred to as the "Patents"); and (b) rights under or interest in any patent license agreements with any other party, whether the Borrower is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by the Borrower and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "Licenses"). The Borrower hereby authorizes the Collateral Agent to file this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the Liabilities, the Borrower Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other HoldersHolders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except any Lien permitted under Section 6.15 of the Credit Agreement), with power of sale to the extent permitted by applicable law, all of the Borrower's Grantor’s now owned or existing and hereafter acquiredacquired or arising: (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to xxx for past, present and future infringements thereof, (iv) all patented technology and know-how, and (vd) all of the Borrower's Grantor’s rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(va)-(d) in this paragraph 4(a3(i) are sometimes hereinafter individually and/or collectively referred to as the "“Patents"”); and (bii) rights under or interest interests in any patent license agreements with any other party, whether the Borrower Grantor is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule B attached hereto and made a part hereof, in each case to and after the extent assignable without violation thereof, occurrence and during the continuance of a Default the right to prepare for sale and sell any and all Inventory inventory now or hereafter owned by the Borrower Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "“Licenses"”). The Borrower hereby authorizes Notwithstanding the Collateral Agent to file this Agreement, foregoing or a duplicate thereof, with the United States Patent and Trademark Office anything herein or with in any other authority Loan Document to the Collateral contrary, nothing hereunder or thereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of Agent deems appropriateor any Holder of Secured Obligations with respect to the Grantor’s interest in any License, contract right, license agreement or any other general intangible (each such License, contract right, license agreement and other general intangible being hereinafter referred to as “Excluded Property”), if the granting of a security interest therein by the Grantor to Agent or any Holder of Secured Obligations is prohibited by the terms and provisions of the agreement, document or instrument creating, evidencing or granting a security interest in such Excluded Property or rights related thereto; provided, however, that if and when the prohibition which prevents the granting by the Grantor to Agent of a security interest in any Excluded Property is removed or otherwise terminated, the Agent will be deemed to have, and at all times to have had, a security interest in such Excluded Property. Notwithstanding the Borrower agrees foregoing or anything herein or in any other Loan Document to cooperate the contrary, nothing hereunder or thereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Agent or any Holder of Secured Obligations with respect to the Collateral Agent as Grantor’s interest in any property to the Collateral Agent may request in order to effectuate such filing extent that the granting of a security interest therein is prohibited under applicable law or filingscauses the loss of any material right of the Grantor thereunder.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction As security for prompt payment in full of all of the LiabilitiesIndebtedness, the Borrower Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other Holders, a security interest in, as and by way of Grantee a first mortgage and priority security interest interest, having priority over all other security interests, with power of sale to the extent permitted by applicable law, interests in all of the Borrower's Grantor’s now owned or existing and hereafter acquired:acquired or arising (collectively, the “Patent Collateral”): (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereofA, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, and (iiic) the right to xxx for past, present and future infringements thereof, (iv) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world thereof (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i)-(v) in this paragraph 4(a) are a)-(c), being sometimes hereinafter individually and/or alone or in conjunction with the non-U.S. Patents identified in Schedule C collectively referred to as the "“Patents"”); and; (bii) rights under or interest in any patent license agreements with any other party in connection with any Patents or such other party’s patents or patent applications, whether the Borrower Grantor is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those patent the license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereofB, and the right upon the occurrence and during the continuance of a Default to prepare for sale and sell any and all Inventory now or hereafter owned by use the Borrower and now or hereafter covered by such licenses foregoing in connection with the enforcement of the rights of Grantee under the Security Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”). The Borrower hereby authorizes Notwithstanding the Collateral Agent foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits (which prohibition is enforceable under applicable law) the grant of the security interest contemplated by this Agreement for so long as such prohibition continues; it being understood that upon request of Grantee, Grantor will in good faith use reasonable efforts to file this Agreementobtain consent for the creation of a security interest in favor of Grantee in Grantor’s rights under such license agreement; and (iii) Non-U.S. Patents and Licenses, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.including without limitation those listed on Schedule C,

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction As security for prompt payment in full of all of the LiabilitiesIndebtedness, the Borrower Grantor hereby grants to the Collateral AgentGrantee a second priority security interest, for the ratable benefit of the Agents, the Lenders, and the other Holders, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power interests (other than the security interest in favor of sale to the extent permitted by applicable law, LFB (as defined below)) in all of the Borrower's Grantor’s now owned or existing and hereafter acquired:acquired or arising (collectively, the “Patent Collateral”): (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereofA, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, and (iiic) the right to xxx for past, present and future infringements thereof, (iv) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world thereof (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i)-(v) in this paragraph 4(a) are a)-(c), being sometimes hereinafter individually and/or alone or in conjunction with the non-US Patents identified in Schedule C collectively referred to as the "“Patents"”); and; (bii) rights under or interest in any patent license agreements with any other party in connection with any Patents or such other party’s patents or patent applications, whether the Borrower Grantor is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those patent the license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereofB, and the right upon the occurrence and during the continuance of a Default to prepare for sale and sell any and all Inventory now or hereafter owned by use the Borrower and now or hereafter covered by such licenses foregoing in connection with the enforcement of the rights of Grantee under the Security Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”). The Borrower hereby authorizes Notwithstanding the Collateral Agent foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits (which prohibition is enforceable under applicable law) the grant of the security interest contemplated by this Agreement for so long as such prohibition continues; it being understood that upon request of Grantee, Grantor will in good faith use reasonable efforts to file this Agreementobtain consent for the creation of a security interest in favor of Grantee in Grantor’s rights under such license agreement; and (iii) Non-US Patents and Licenses, or a duplicate thereofincluding, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriatewithout limitation, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.those listed on Schedule C.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the LiabilitiesObligations, the Borrower hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other HoldersLender, a third priority security interest ininterest, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except for Permitted Liens, including the Liens securing the Senior Debt and the Liens securing the obligations under the Senior Subordinated Note Purchase Agreement), with power of sale to the extent permitted by applicable law, in all of the Borrower's ’s now owned or existing and filed and hereafter acquiredacquired or arising and filed: (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, thereof (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to xxx for past, present and future infringements thereof, and (ivd) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i)-(v) in this paragraph 4(a) are a)-(d), being sometimes hereinafter individually and/or collectively referred to as the "“Patents"”); and (bii) rights under or interest in any patent license agreements with any other party in connection with any Patents or such other party’s patents or patent applications, whether the Borrower is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those patent the license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereofB, and the right upon the occurrence and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by use the Borrower and now or hereafter covered by such licenses foregoing in connection with the enforcement of Lender’s rights under the Note Purchase Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”). The Borrower hereby authorizes Notwithstanding the Collateral Agent to file foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits the grant of the security interest contemplated by this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.

Security Interest in Patents. To secure the prompt and complete and timely payment, performance and satisfaction observance of all of the LiabilitiesObligations, the Borrower Grantor hereby grants to the Collateral Agent, Agent for its benefit and the ratable benefit of the Agents, the Lenders, and the other Holders, Lenders a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of the BorrowerGrantor's now owned or existing and hereafter acquiredacquired or arising: (a) patents and Patents, registered patents, patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those the patents, registered patents and patent applications listed on Schedule SCHEDULE A attached hereto and made a part hereof, and (i)the reissues, divisions, continuations, renewals, extensions and continuations-in-part i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions thereof, (iii) the right to sue xxx for past, present and future infringements and dilutions thereof, and (iv) all patented technology and know-how, and (v) all of the BorrowerGrantor's rights corresponding thereto throughout the world (all of the foregoing patents, registered patents and patent applications, together with the items described in clauses CLAUSES (i)-(vi)-(iv) in this paragraph PARAGRAPH 4(a) ), are sometimes hereinafter individually and/or collectively referred to as the "PatentsPATENTS"); and (b) rights under or interest interests in any patent license agreements with any other party, whether the Borrower Grantor is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule SCHEDULE B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by the Borrower Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "LicensesLICENSES"). The Borrower hereby authorizes the Collateral Agent to file this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the Liabilities, the Borrower Grantor hereby grants to the Collateral Agent, for its benefit and the ratable benefit of the Agents, the Lenders, and the other HoldersLender Parties, a first priority security interest ininterest, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale (to the extent permitted by applicable law), in all of the BorrowerGrantor's now owned or existing and hereafter acquired:acquired or arising (collectively, the "Collateral"): (a) a. patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereofA, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiiC) the right to xxx for past, present and future infringements thereof, (ivd) all patented technology and know-howto the extent any of the foregoing patents or applications are or become subject to a terminal disclaimer, any patent which necessitated said terminal disclaimer, and (ve) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i)-(v) in this paragraph 4(a) are a)-(d), being sometimes hereinafter individually and/or collectively referred to as the "Patents"); and (b) rights under or interest in any patent b. license agreements with any other party in connection with any Patents or such other party's patents or patent applications, whether the Borrower Grantor is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those patent the license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereofB, and the right upon the occurrence and during the continuance of a Default to prepare for sale use the foregoing in connection with the enforcement of the rights of the Agent and sell any and all Inventory now or hereafter owned by Lender Parties under the Borrower and now or hereafter covered by such licenses Credit Agreement (all of the foregoing are being hereinafter referred to collectively as the "Licenses"). The Borrower hereby authorizes Notwithstanding the Collateral foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits (which prohibition is enforceable under applicable law) the grant of the security interest contemplated by this Agreement for so long as such prohibition continues; it being understood that upon request of the Agent, Grantor will in good faith use reasonable efforts to obtain consent for the creation of a security interest in favor of the Agent to file this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate Grantor's rights under such filing or filingslicense agreement.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the LiabilitiesObligations, the Borrower hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other HoldersLender, a second priority security interest ininterest, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (except for Permitted Liens, including the Liens securing the Senior Debt), with power of sale to the extent permitted by applicable law, in all of the Borrower's ’s now owned or existing and filed and hereafter acquiredacquired or arising and filed: (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, thereof (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to xxx for past, present and future infringements thereof, and (ivd) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in the foregoing clauses (i)-(v) in this paragraph 4(a) are a)-(d), being sometimes hereinafter individually and/or collectively referred to as the "“Patents"’); and (bii) rights under or interest in any patent license agreements with any other party in connection with any Patents or such other party’s patents or patent applications, whether the Borrower is a licensor or licensee or licensor under any such license agreement, including, without limitationbut not limited to, those patent the license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereofB, and the right upon the occurrence and during the continuance of an Event of Default to prepare for sale and sell any and all Inventory now or hereafter owned by use the Borrower and now or hereafter covered by such licenses foregoing in connection with the enforcement of Lender’s rights under the Note Purchase Agreement (all of the foregoing are being hereinafter referred to collectively as the "“Licenses"”). The Borrower hereby authorizes Notwithstanding the Collateral Agent to file foregoing provisions of this Section 2, the Licenses shall not include any license agreement which by its terms prohibits the grant of the security interest contemplated by this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the Liabilities"Obligations" (as defined in the Financing Agreement), the Borrower Grantor hereby grants and conveys to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other Holders, Grantee a security interest in, as and by way of a first mortgage lien and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, in all of the BorrowerGrantor's right, title and interest in and to all of its now owned or existing and filed and hereafter acquiredacquired or arising and filed: (aA) patents and patent applications, and including, without limitation, the inventions and improvements described and claimed therein, including, without limitation, and those patents and patent applications listed on Schedule A SCHEDULE A, attached hereto and made a part hereof, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to xxx for past, present and future infringements thereof, and (ivd) all patented technology and know-how, and (v) all of the Borrower's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(v) in this paragraph 4(a) a)-(d), are sometimes hereinafter individually and/or collectively referred to as the "Patents"); and (bB) rights under or interest in any patent license agreements with any other party, whether the Borrower Grantor is a licensor or licensee or licensor under any such license agreement, including, without limitation, those patent license agreements the licenses listed on Schedule B SCHEDULE C attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, and the right to prepare for sale sale, sell and sell any and advertise for sale, all Inventory "Inventory" (as defined in the Financing Agreement) now or hereafter owned by the Borrower Grantor and now or hereafter covered by such licenses (all of the foregoing are is hereinafter referred to collectively as the "Licenses"). The Borrower hereby authorizes the Collateral Agent to file this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the LiabilitiesSecured Obligations, the Borrower Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Agents, the Lenders, and the other HoldersHolders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of the BorrowerGrantor's now owned or existing and hereafter acquiredacquired or arising: (ai) patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule SCHEDULE A attached hereto and made a part hereof, and (i)the a) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to xxx for past, present and future infringements thereof, (iv) all patented technology and know-how, and (vd) all of the BorrowerGrantor's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses CLAUSES (i)-(va)-(d) in this paragraph 4(aPARAGRAPH 4(i) are sometimes hereinafter individually and/or collectively referred to as the "Patents"); and and (bii) rights under or interest in any patent license agreements with any other party, whether the Borrower Grantor is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule SCHEDULE B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by the Borrower Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "Licenses"). The Borrower hereby authorizes Notwithstanding the Collateral Agent to file foregoing provisions of this PARAGRAPH 4, the Licenses shall not include any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement; provided, or a duplicate thereofhowever, with that upon the United States Patent and Trademark Office or with termination of such prohibitions for any other authority reason whatsoever, the Collateral Agent deems appropriate, and the Borrower agrees provisions of this PARAGRAPH 4 shall be deemed to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filingsapply thereto automatically.

Security Interest in Patents. To secure the complete and timely payment, performance and satisfaction of all of the LiabilitiesSecured Obligations, the Borrower Grantor hereby grants to the Collateral Administrative Agent, for the ratable benefit of the Agents, the Lenders, and the other HoldersHolders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interestsinterests (other than Permitted Existing Liens), with power of sale to the extent permitted by applicable law, all of the BorrowerGrantor's now owned or existing and hereafter acquiredacquired or arising: (a) domestic patents and patent applications, and the inventions and improvements described and claimed therein, including, without limitation, those patents and patent applications listed on Schedule A attached hereto and made a part hereof, and (i)the i) the reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to sue xxx for past, present and future infringements thereof, and (iv) all patented technology and know-how, and (v) all of the BorrowerGrantor's rights corresponding thereto throughout the world (all of the foregoing patents and applications, together with the items described in clauses (i)-(vi)-(iv) in this paragraph Section 4(a) are sometimes hereinafter individually and/or collectively referred to as the "Patents"); and (b) rights under or interest in any patent license agreements with any other party, whether the Borrower Grantor is a licensee or licensor under any such license agreement, including, without limitation, those patent license agreements listed on Schedule B attached hereto and made a part hereof, in each case to the extent assignable without violation thereof, and the right to prepare for sale and sell any and all Inventory now or hereafter owned by the Borrower Grantor and now or hereafter covered by such licenses (all of the foregoing are hereinafter referred to collectively as the "Licenses"). The Borrower hereby authorizes the Collateral Agent to file this Agreement, or a duplicate thereof, with the United States Patent and Trademark Office or with any other authority the Collateral Agent deems appropriate, and the Borrower agrees to cooperate with the Collateral Agent as the Collateral Agent may request in order to effectuate such filing or filings.