CONFORMEDCOPY
INTELLECTUAL PROPERTY SECURITY AGREEMENT
INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of December 12, 2006, among
Allied Healthcare International Inc. (the "GRANTOR") and Barclays Bank PLC, as
security agent for the Secured Parties (as defined in the Facility Agreement
referred to below) (herein in such capacity, the "SECURITY AGENT").
RECITALS
Allied Healthcare Group Holdings Limited., ("ALLIED") and certain subsidiaries
of Allied, as Borrowers and Guarantors, have entered into an Amended and
Restated Facility Agreement dated, December 12, 2006 (as the same may be
amended, restated, supplemented or otherwise modified, the "FACILITY
AGREEMENT").
The Grantor is a party to a Pledge and Security Agreement, dated the date
hereof, in favor of the Security Agent (the "PLEDGE AND SECURITY AGREEMENT"),
pursuant to which the Grantor is required to execute and deliver this Agreement.
In consideration of the mutual conditions and agreements set forth in the
Facility Agreement, the Pledge and Security Agreement and this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1 DEFINED TERMS
Unless otherwise defined herein, terms defined in the Pledge and Security
Agreement and used herein have the meaning given to them in the Pledge and
Security Agreement.
SECTION 2 GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL
As security for the prompt and complete payment and performance in full when due
(whether at stated maturity, by required prepayment, declaration, acceleration,
demand or otherwise, including the payment of amounts that would become due but
for the operation of the automatic stay under Section 362(a) of the Bankruptcy
Code) of all Secured Obligations, the Grantor hereby pledges, assigns, transfers
and grants to the Security Agent, for its benefit and for the benefit of the
Senior Finance Parties, a continuing security interest in and Lien on all of its
right, title and interest in, to and under all Intellectual Property Collateral,
whether now owned or existing or hereafter acquired or arising and wherever
located.
"INTELLECTUAL PROPERTY COLLATERAL" means each Grantor's right, title and
interest in, to and under
(a) all Copyrights and Copyright Licenses to which it is a party,
including those referred to on Schedule I hereto,
(b) all Patents and Patent Licenses to which it is a party, including
those referred to on Schedule II hereto and
(c) all Trademarks and Trademark Licenses to which it is a party,
including those referred to on Schedule III hereto;
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(d) all goodwill of the business connected with the use of, and
symbolized by, each trademark and each trademark license;
(e) all reissues, continuations or extensions of the foregoing; and
(f) all Proceeds of the foregoing, including any claim by the Grantor
against third parties for past, present, future (i) infringement or
dilution of any (x) Copyright or Copyright Licensed under any Copyright
License, (y) Trademark or Trademark licensed under any Trademark License or
(z) Patent or Patent licensed under any Patent License or (ii) injury to
the goodwill associated with any Trademark or any Trademark licensed under
any Trademark License.
SECTION 3 SEPARATE AND DISTINCT GRANTS OF SECURITY
Notwithstanding anything to the contrary contained in this Agreement, the
Grantor and the Security Agent (on behalf of the Secured Parties) acknowledge
and agree that the Security Interests granted pursuant to this Agreement to the
Security Agent (a) for the benefit of the Senior Finance Parties and securing
the Secured Obligations, shall be a "first" priority Security Interest in the
Collateral, junior to no other Security Interests.
SECTION 4 CERTAIN EXCLUSIONS
Notwithstanding anything herein to the contrary, in no event shall the
Collateral include and the Grantor shall not be deemed to have granted a
Security Interest in, any of its right, title or interest in any Intellectual
Property if the grant of such Security Interest shall constitute or result in
the abandonment of, invalidation of or rendering unenforceable any of its right,
title or interest therein.
SECTION 5 PLEDGE AND SECURITY AGREEMENT
The security interests granted pursuant to this Intellectual Property Security
Agreement are granted in conjunction with the security interests granted to the
Security Agent pursuant to the Pledge and Security Agreement and the Grantor
hereby acknowledges and affirms that the rights and remedies of the Security
Agent with respect to the security interests granted to them in the Intellectual
Property 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.
SECTION 6 GOVERNING LAW
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, INCLUDING WITHOUT LIMITATION, SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Grantor has caused this Intellectual Property Security
Agreement to be executed and delivered by its duly authorized offer as of the
date first set forth above.
Very truly yours,
ALLIED HEALTHCARE INTERNATIONAL INC.,
as Grantor
By: /S/ XXXXXXX XXXXXXX XXXXXX
---------------------------------
Name: Xxxxxxx Xxxxxxx Xxxxxx
Title: Director
ACCEPTED AND AGREED:
BARCLAYS BANK PLC, as Security Agent
By: /S/ XXXX BRINE
---------------------------------
Name: Xxxx Brine
Title: Associate Director
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SCHEDULE I
COPYRIGHT REGISTRATIONS
None.
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SCHEDULE II
PATENT REGISTRATIONS
None.
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SCHEDULE III
TRADEMARK REGISTRATIONS
Owned by Allied Healthcare International Inc.:
SERIAL NUMBER FILING DATE WORD XXXX
------------- ----------- ---------
78699137 August 24, 2005 WE'LL LOOK AFTER YOU
78699122 August 24, 2005 ALLIED HEALTHCARE INTERNATIONAL INC.
78699114 August 24, 2005 ALLIED HEALTHCARE INTERNATIONAL INC.
76382852 March 13, 2002 ALLIED HEALTHCARE INTERNATIONAL INC
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