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PATENT SECURITY AGREEMENT

Security Agreement

PATENT SECURITY AGREEMENT | Document Parties: Warner Music Group Corp | Wells Fargo Bank, National Association | WMG Acquisition Corp | WMG HOLDINGS CORP You are currently viewing:
This Security Agreement involves

Warner Music Group Corp | Wells Fargo Bank, National Association | WMG Acquisition Corp | WMG HOLDINGS CORP

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Title: PATENT SECURITY AGREEMENT
Governing Law: New York     Date: 5/29/2009

PATENT SECURITY AGREEMENT, Parties: warner music group corp , wells fargo bank  national association , wmg acquisition corp , wmg holdings corp
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Exhibit 4.4

Execution Version

PATENT SECURITY AGREEMENT

This Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Patent Security Agreement ”), dated as of May 28, 2009, is made by the Persons listed on the signature pages hereof (collectively, the “ Grantors ”) in favor of Wells Fargo Bank, National Association, as collateral agent (the “ Collateral Agent ”) for the Secured Parties (as defined in the Security Agreement referred to below).

WHEREAS, WMG Acquisition Corp., a Delaware corporation, has entered into an Security Agreement, dated as of May 28, 2009, made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the “ Security Agreement ”). Capitalized terms not otherwise defined herein have the meanings set forth in the Security Agreement.

WHEREAS, under the terms of the Security Agreement, the Grantors have granted to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in, among other property, certain Patents (as defined below) of the Grantors, and have agreed as a condition thereof to execute this Patent Security Agreement for recording with the U.S. Patent and Trademark Office and any other appropriate governmental authorities.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

Section 1. Grant of Security . Each Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in such Grantor’s right, title and interest in and to the following (all of the following items or types of property being herein collectively referred to as the “ Patent Collateral ”), whether now owned or existing or hereafter acquired or arising:

(i) each patent, patent application, utility model and statutory invention registration, all inventions claimed or disclosed therein and all improvements thereto (“ Patents ”) owned by the Grantor, including, without limitation, each Patent referred to in Schedule 1 hereto;

(ii) all registrations and applications for registration for any Patent, together with all reissues, divisions, continuations, continuations-in-part, extensions, renewals and reexaminations thereof;

(iii) all rights in the foregoing provided by international treaties or conventions, all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto;


(iv) each Patent license to which the Grantor is a party, including, without limitation, each Patent license referred to in Schedule 1 hereto;

(v) any and all claims for damages and injunctive relief for past, present and future infringement, violation, misuse or breach with respect to any of the foregoing, with the right, but not the obligation, to sue for and collect, or otherwise recover, such damages; and

(vi) any and all Proceeds of, collateral for, income, royalties and other payments now or hereafter due and payable with respect to, and Supporting Obligations relating to, any and all of the foregoing.

Section 2. No Transfer of Grantor’s Rights . Except to the extent expressly permitted in the Secured Agreements, as applicable, each Grantor agrees not to sell, license, exchange, assign, or otherwise transfer or dispose of, or grant any rights with respect to, or mortgage or otherwise encumber, any of the Patent Collateral.

Section 3. Security for Secured Obligations . The grant of continuing security interest in the Patent Collateral by each Grantor under this Patent Security Agreement secures the payment of all Secured Obligations of such Grantor, now or hereafter existing under or in respect of the Finance Documents, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest, premiums, penalties, fees, indemnifications, contract causes of action, costs, expenses or otherwise.

Section 4. Recordation . Each Grantor authorizes and requests that the Commissioner for Patents and any other applicable government office record this Patent Security Agreement.

Section 5. Execution in Counterparts . This Patent Security Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 6. Grants, Rights and Remedies . This Patent Security Agreement has been executed and delivered by the Grantors for the purpose of recording the grant of security interest herein with the U.S. Patent and Trademark Office. The security interest granted hereby has been granted to the Collateral Agent in connection with the Security Agreement and is expressly subject to the terms and conditions thereof and does not create any additional rights or obligations for any party hereto. The Security Agreement (and all rights and remedies of the Collateral Agent thereunder) shall remain in full force and effect in accordance with its terms.

 

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Section 7. Governing Law . This Patent Security Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

 

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IN WITNESS WHEREOF, each Grantor has caused this Patent Security Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

 

WMG ACQUISITION CORP.

By:

 

/s/ Paul Robinson

Name:

 

Paul Robinson

Title:

 

Executive Vice President

 

Address for Not


 
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