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Second Lien Patent Security Agreement

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Exhibit 10.8


SECOND LIEN PATENT SECURITY AGREEMENT


This Second Lien Patent Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Second Lien Patent Security Agreement" ) dated May 31, 2007, in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION (" Wells Fargo" ), as collateral agent (together with any successor collateral agent appointed pursuant to Article 12 of the Indenture referred to below, the " Collateral Agent" ) for the benefit of the Trustee (as defined below) and the Holders of the Notes (collectively, the " Secured Parties" ).


WHEREAS, UHS MERGER SUB, INC., a Delaware corporation and Wells Fargo, as trustee (the " Trustee" ), have entered into an Indenture dated as of May 31, 2007 (such agreement, as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, being the " Indenture" ).


WHEREAS, as a requirement of the Indenture each Grantor has executed and delivered that certain Second Lien Security Agreement dated as of May 31, 2007 made by the Grantors to the Collateral Agent (as amended, amended and restated, supplemented or otherwise modified from time to time, the " Security Agreement" ). Terms defined in the Security Agreement and not otherwise defined herein are used herein as defined 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 of the Grantors constituting Material Intellectual Property Collateral, and have agreed as a condition thereof to execute this Second Lien 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 continuing security interest in all of 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 Collatera
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