Supplement No. ___ to the
Intellectual Property
Security Agreement
EXHIBIT 10.1
SUPPLEMENT NO. ___ (this “
Supplement ”) DATED AS OF _________, 200__, TO THE
INTELLECTUAL PROPERTY SECURITY AGREEMENT DATED AS OF
DECEMBER 1, 2006, AMONG FREESCALE ACQUISITION HOLDINGS CORP.
(n/k/a Freescale Semiconductor Holdings V, Inc.) (“
Holdings ”), FREESCALE SEMICONDUCTOR, INC. (the
“ Borrower ”), the Subsidiaries of FREESCALE
HOLDINGS (BERMUDA) III, LTD. (“ Parent ”) from
time to time party thereto and CITIBANK, N.A., as Collateral
Agent.
A. Reference is made to the Credit
Agreement dated as of December 1, 2006 (as amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), among the Borrower, Holdings,
Parent, CITIBANK, N.A., as Administrative Agent, Swing Line Lender
and an L/C Issuer, and each lender from time to time party thereto
(collectively, the “ Lenders ” and individually,
a “ Lender ”).
B. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to
such terms in the Credit Agreement and the Intellectual Property
Security Agreement referred to therein.
C. The Grantors have entered into
the Intellectual Property Security Agreement in order to induce the
Lenders to make Loans and the L/C Issuers to issue Letters of
Credit. Section 2.04(e) of the Intellectual Property Security
Agreement provides that each Grantor must sign and deliver a
supplemental Intellectual Property Security Agreement with respect
to all applicable Intellectual Property owned by it as of the last
day of the previous quarter to the extent that such Intellectual
Property is not covered by any previous Intellectual Property
Security Agreement.
Accordingly, the parties agree as
follows:
SECTION 1.
(a) As security for the payment or
performance, as the case may be, in full of the Obligations
including the Guarantees, and in accordance with
Section 2.04(e) of the Intellectual Property Security
Agreement, each Grantor signing below by its signature below
assigns and pledges to the Collateral Agent, its successors and
assigns, for the benefit of the Secured Parties, and hereby grants
to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Parties, a security interest (the “
Security Interest ”) in all right, title or interest
in or to any and all of the following assets and properties now
owned or at any time hereafter acquired by such Grantor or in which
such Grantor now has or at any time in the future may acquire any
right, title or interest (collectively, the “
Collateral ”):
(i)(x) all copyright rights in any
work subject to the copyright laws of the United States or any
other country, whether as author, assignee, transferee or
otherwise, and (y) all registrations and applications for
registration of any such copyright in the United States or any
other country, including registrations, recordings, supplemental
registrations and pending applications for registration in the
United States Copyright Office, including those listed on
Schedule I hereto;
(ii)(x) all letters patent of the
United States or the equivalent thereof in any other country, all
registrations and recordings thereof, and all applications for
letters patent of the United States or the equivalent thereof in
any other country, including registrations, recordings and pending
applications in the United States Patent and Trademark Office or
any similar offices in any other country, including those listed on
Schedule I hereto, and (y) all reissues,
continuations, divisions, continuations-in-part, renewals or
extensions thereof, and the inventions disclosed or claimed
therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein;
(iii)(x) all trademarks,
service marks, trade names, corporate names, company names,
business names, fictitious business names, trade styles, trade
dress, logos, other source or business identifiers, designs and
general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and
all registration and recording applications filed in connection
therewith, including registrations and registration applications in
the United States Patent and Trademark Office or any similar
offices in any State of the
