Common use of Grant of Security Interest in Copyright Collateral Clause in Contracts

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and properties, whether now owned or at any time hereafter created or 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, but not including any Excluded Assets (collectively, the “Copyright Collateral”): (a) all of its United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for the grant of any right in or to U.S. Copyrights for which Grantor is the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, “Copyright Licenses”) and all rights and proceeds under such agreement.

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and The Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, Agent for the ratable benefit of the Secured Parties, Parties a lien Lien on and security interest in and to all of such Grantor’s the right, title and interest of the Pledgor in, to and under all the following assets and propertiesPledged Collateral of the Pledgor, in each case excluding Excluded Assets, whether now owned existing or at any time hereafter created arising or acquired by such Grantor or in which such Grantor now has or at any from time in the future may acquire any right, title, or interest, but not including any Excluded Assets to time (collectively, the “Copyright Collateral”): (a) all works of its United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works authorship (as defined under 17 U.S.C. 901 of the U.S. Copyright Act)whether protected by statutory or common law copyright, whether registered or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and whether published or unpublished) and all of the foregoing: (i) all copyright registrations and applications therefor, including the United States registered copyrights, listed on Schedule 1 attached hereto, together with any and all (i) rights and privileges arising under applicable Legal Requirements with respect to the use of the foregoing, (ii) all restorations, renewals and extensions thereof and renewals thereofamendments thereto, (iii) all rights to proceeds, income, fees, royalties, damages and payments now or hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements or other violations thereof, (iv) rights to ▇▇▇ or otherwise recover for past, present or future infringements or other violations and (v) rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for the grant of any right in or to U.S. Copyrights for which Grantor is the exclusive licensee of such U.S. Copyrights, including those referred to Exclusive Copyright Licenses listed on Schedule I hereto (collectively, “Copyright Licenses”) and all rights and proceeds under such agreement1 attached hereto.

Grant of Security Interest in Copyright Collateral. As security for The Grantor hereby pledges, collaterally assigns and transfers to the payment or performance in full of the ObligationsCollateral Agent, each Grantor, pursuant to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under all of the following assets and propertiesfollowing, whether now owned or at any time hereafter created or acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title, title or interest, but not including any Excluded Assets wherever located (collectively, the “Copyright Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (a) all of its United States rights, priorities and foreign copyrights, including but not limited privileges relating to copyrights in software Copyrights and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act)Licenses, whether registered arising under United States, multinational or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”)foreign laws or otherwise, including, without limitation, the registrations Copyrights and applications required the Copyright Licenses referred to be listed on Schedule I, and all rights to sue at law or in Schedule I attached hereto (as such schedule may be amended equity for any past, present and future infringement or supplemented from time other impairment thereof, including the right to time); andreceive all proceeds and damages therefrom; (b) all agreements providing for books, records, and information pertaining to the grant of any right in or to U.S. Copyrights for which Grantor is the exclusive licensee of such U.S. CopyrightsCopyright Collateral, including those referred to on Schedule I hereto (collectively, “Copyright Licenses”) and all rights of access to such books, records, and information; and (c) to the extent not otherwise included, all proceeds under such agreementand products of, and all past, present and future income, royalties and any other payments associated with the foregoing, now or hereafter due and payable with respect to, and supporting obligations relating to, any and all of the foregoing and all collateral security, liens, guarantees, rights, remedies and privileges given by any Person with respect to any of the foregoing. Notwithstanding the foregoing, the Copyright Collateral shall not include any Excluded Assets.

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the ObligationsEach Grantor hereby unconditionally grants, each Grantorassigns, pursuant and pledges to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of each Secured Party, to secure the Secured PartiesObligations, a lien and continuing security interest (referred to in and to this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in, in and to and under the following assets and propertiesfollowing, whether now owned or at any time hereafter created acquired or 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, but not including any Excluded Assets arising and wherever located (collectively, the “Copyright Collateral”): (a) ): all works of its authorship and all intellectual property rights therein, all United States and foreign copyrightscopyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and databases, all rights in designs (including but not limited to all industrial designs, “Protected Designs” within the meaning of 17 U.S.C. 1301 et. Seq. and to databasesCommunity designs), and all “Mask Works Works” (as defined under in 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, and with respect to any and all of the foregoing: : (i) all registrations and applications thereforfor registration thereof including, without limitation, the registrations and applications listed in Schedule I attached hereto, (ii) all extensions extensions, renewals, and renewals restorations thereof, , (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ or otherwise recover for any past, present and future infringements infringement or other violation thereof, and , (viv) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”)now or hereafter due and/or payable with respect thereto, including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (bv) all agreements providing for the grant other rights of any right in kind accruing thereunder or to U.S. Copyrights for which Grantor is pertaining thereto throughout the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, “Copyright Licenses”) and all rights and proceeds under such agreementworld.

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesLender Group and the Bank Product Providers, a lien and continuing first priority security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and propertiesfollowing, whether now owned presently existing or at any time hereafter created or 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, but not including any Excluded Assets (collectively, the “Copyright Collateral”): (a) all of its United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for the grant of any right in or to U.S. Grantor’s Copyrights for which Grantor is the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto hereto; (collectivelyb) all reissues, continuations or extensions of the foregoing; and (c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement or dilution of any Copyright. Notwithstanding the foregoing or anything contained herein to the contrary, the term “Copyright Licenses”Collateral” shall not include any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause shall in no way be construed (A) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (B) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and all liens upon any rights and or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds under from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (C) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition).

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Each Grantor hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesLender Group and the Bank Product Providers, a lien and continuing first priority security interest interest, subject to Permitted Liens, in and to all of such Grantor’s right, title and interest in, to and under the following assets and propertiesfollowing, whether now owned presently existing or at any time hereafter created or 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, but not including any Excluded Assets (collectively, the “Copyright Collateral”): (a) all of its United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for the grant of any right in or to U.S. Copyrights for which Grantor is the exclusive licensee of such U.S. Grantor’s Copyrights, including those referred to on Schedule I hereto hereto; (collectivelyb) all reissues, continuations or extensions of the foregoing; and (c) all products and proceeds of the foregoing, including any claim by such Grantor against third parties for past, present or future infringement or dilution of any Copyright. Notwithstanding anything contained in this Agreement to the contrary, the term “Copyright Licenses”Collateral” shall not include any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of any Grantor if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the grant of a security interest or lien therein is prohibited as a matter of law or under the terms of such contract, lease, permit, license, charter or license agreement and such prohibition has not been waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been obtained (provided, that, the foregoing exclusions of this clause shall in no way be construed (i) to apply to the extent that any described prohibition is unenforceable under Section 9-406, 9-407, 9-408, or 9-409 of the Code or other applicable law, (ii) to limit, impair, or otherwise affect the Lender Group’s continuing security interests in and all liens upon any rights and or interests of any Grantor in or to (x) monies due or to become due under any described contract, lease, permit, license, charter or license agreement (including any Accounts), or (y) any proceeds under from the sale, license, lease, or other dispositions of any such contract, lease, permit, license, charter, license agreement, or Stock, or (iii) apply to the extent that any consent or waiver has been obtained that would permit the security interest of lien notwithstanding the prohibition).

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the ObligationsEach Grantor hereby unconditionally grants, each Grantorassigns, pursuant and pledges to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of each Secured Party, to secure the Secured PartiesObligations, a lien and continuing security interest (referred to in and to this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in, in and to and under the following assets and propertiesfollowing, whether now owned or at any time hereafter created acquired or 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, but not including any Excluded Assets arising and wherever located (collectively, the “Copyright Collateral”): (a) ): all works of its authorship and all intellectual property rights therein, all United States and foreign copyrightscopyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and databases, all rights in designs (including all industrial designs, “Protected Designs” within the meaning of 17 U.S.C. § 1301 et. seq. and to databasesCommunity designs), and all “Mask Works Works” (as defined under in 17 U.S.C. § 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, and with respect to any and all of the foregoing: : (i) all registrations and applications therefor, for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extensions extensions, renewals, and renewals restorations thereof, , (iii) all rights corresponding thereto throughout the world, (iv) all rights to ▇▇▇ or otherwise recover for any past, present and future infringements infringement or other violation thereof, and , (viv) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitationincluding license fees, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”)now or hereafter due and/or payable with respect thereto, including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (bv) all agreements providing for the grant other rights of any right in kind accruing thereunder or to U.S. Copyrights for which Grantor is pertaining thereto throughout the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, “Copyright Licenses”) and all rights and proceeds under such agreementworld.

Grant of Security Interest in Copyright Collateral. As collateral security for the payment or and performance in full of the all Secured Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of such Grantor’s the right, title and interest of such Pledgor in, to and under the following assets property, wherever located, and properties, whether now owned existing or at any time hereafter created arising or acquired by such Grantor or in which such Grantor now has or at any from time in the future may acquire any right, title, or interest, but not including any Excluded Assets to time (collectively, the “Copyright Collateral”): (a) all copyrights (including mask works and integrated circuit designs) of its such Pledgor now or hereafter, owned, filed or acquired by, or assigned to, such Pledgor, including those listed on Schedule I attached hereto (whether statutory or common law, whether established or registered in the United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act)or any other country or any political subdivision thereof, whether registered or unregisteredunregistered and whether published or unpublished) and all copyright registrations and applications, moral rights, reversionary interests, termination rights, and, together with any and all (i) rights and privileges arising under applicable law with respect to any the foregoing and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (ivii) all renewals, supplements and extensions thereof and amendments thereto and (iii) rights to ▇▇▇ for past, present and future infringements thereofor violations thereof (collectively, and “Copyrights”); (vb) inbound exclusive licenses of Copyrights of such Pledgor listed on Schedule I attached hereto; and (c) all Proceeds of any and all of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit . Notwithstanding anything to the contrary contained in clauses (“Copyrights”a), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for and (c) above or otherwise set forth in this Copyright Security Agreement, the grant of any right in or to U.S. Copyrights for which Grantor is security interest created by this Copyright Security Agreement shall not extend to, and the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, term “Copyright Licenses”) and all rights and proceeds under such agreementCollateral” shall not include, any Excluded Property.

Grant of Security Interest in Copyright Collateral. As collateral security for the payment or and performance in full of the all Secured Obligations, each Grantor, pursuant to and in accordance with the Security Agreement, did and Pledgor hereby pledges and grants to the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, a lien on and security interest in and to all of such Grantor’s the right, title and interest of such Pledgor in, to and under the following assets property, wherever located, and properties, whether now owned existing or at any time hereafter created arising or acquired by such Grantor or in which such Grantor now has or at any from time in the future may acquire any right, title, or interest, but not including any Excluded Assets to time (collectively, the “Copyright Collateral”): (a) all copyrights (including mask works and integrated circuit designs) of its such Pledgor now or hereafter, owned, filed or acquired by, or assigned to, such Pledgor, including the those listed on Schedule I attached hereto (whether statutory or common law, whether established or registered in the United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act)or any other country or any political subdivision thereof, whether registered or unregisteredunregistered and whether published or unpublished) and all copyright registrations and applications, moral rights, reversionary interests, termination rights, and, together with any and all (i) rights and privileges arising under applicable law with respect to any the foregoing and all of the foregoing: (i) all registrations and applications therefor, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (ivii) all renewals, supplements and extensions thereof and amendments thereto and (iii) rights to ▇▇▇ for past, present and future infringements thereofor violations thereof (collectively, and “Copyrights”); (vb) inbound exclusive licenses of Copyrights of such Pledgor listed on Schedule I attached hereto; and (c) all Proceeds of any and all of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, damages and proceeds of suit . Notwithstanding anything to the contrary contained in clauses (“Copyrights”a), including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (b) all agreements providing for and (c) above or otherwise set forth in this Copyright Security Agreement, the grant of any right in or to U.S. Copyrights for which Grantor is security interest created by this Copyright Security Agreement shall not extend to, and the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, term “Copyright Licenses”) and all rights and proceeds under such agreementCollateral” shall not include, any Excluded Property.

Grant of Security Interest in Copyright Collateral. As In furtherance and as confirmation of the Security Interest granted by each of the Grantors to the Collateral Agent, its successors and assigns, for the ratable benefit of the Credit Parties, under the Security Agreements, and as further security for the payment or performance performance, as the case may be, in full of the its respective Secured Obligations, each Grantor, pursuant to and in accordance with the Grantor hereby ratifies such Security Agreement, did and hereby pledges Interest and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Credit Parties, a lien and security interest in and to all of such Grantor’s right, title and interest in, to and under the following assets and properties, property of each Grantor whether now owned or at any time hereafter created or acquired by such Grantor now due, or in which such any Grantor now has or at any time in the future may acquire any right, titlean interest now, or interesthereafter acquired, but not including arising, or to become due, or in which any Excluded Assets Grantor obtains any interest and all products, Proceeds, substitutions, Accessions of or to the following property (collectively, the “Copyright Collateral”): (a) all of its United States and foreign copyrights, including but not limited to copyrights in software and all rights in and to databases, and all Mask Works (as defined arising under 17 U.S.C. 901 the laws of the U.S. Copyright Act)United States, any other country, or any political subdivision thereof, in each work of authorship or derivative work thereof, whether registered or unregisteredunregistered and whether published or unpublished, moral rights, reversionary interests, termination rights, and, with respect to any and all of the foregoing: (i) all registrations and applications therefor, and all extensions, restorations and reversions thereof, including the copyright registrations and copyright applications listed on EXHIBIT A annexed hereto and made a part hereof; (iib) all extensions and renewals thereofagreements to which a Grantor is a party, whether written or oral, providing for the grant by or to any Grantor of any right under any Copyright; (iiic) all rights corresponding thereto throughout renewals of any of the world, foregoing; (ivd) all rights income, royalties, damages and payments now and hereafter due and/or payable under and with respect to any of the foregoing, including payments under all Licenses entered into in connection therewith and damages and payments for past or future infringements, misappropriations, dilutions or other violations thereof; (e) the right to ▇▇▇ for past, present and future infringements thereofinfringements, and (v) all Proceeds misappropriations, dilutions or other violations of any of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitation, royalties, income, payments, claims, any money damages and proceeds awarded or received by the Grantors on account of such suit (“Copyrights”), including, without limitation, or the registrations and applications required to be listed in Schedule I attached hereto (as threat of such schedule may be amended or supplemented from time to timesuit); and (bf) all agreements providing for of the Grantors’ rights of priority and protection corresponding to any of the foregoing throughout the world; provided however that the Copyright Collateral shall not include, and the Security Interest and the security interest granted hereunder shall not attach to (a) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset or property rights of such Grantor of any nature to the extent that the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of such Grantor under such lease, license, contract, agreement, asset or property right or result in such Grantor’s loss of use of such asset or property right or (ii) a breach or termination pursuant to U.S. Copyrights for the terms of such lease, license, contract or agreement, or a default under, any such lease, license, contract, agreement or property right (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable Law (including the bankruptcy code) or principles of equity) and (b) any lease, license, contract or agreement to which any Grantor is a party (including any of its rights or interests thereunder) or any asset or property right of any nature to the exclusive licensee extent that any applicable Law prohibits the creation of a security interest thereon (other than to the extent that any such U.S. Copyrightsterm would be rendered ineffective pursuant to Sections 9-406, including those referred to on Schedule I hereto 9-407, 9-408 or 9-409 of the UCC (collectively, “Copyright Licenses”or any successor provision or provisions) and all rights and proceeds under such agreementof any relevant jurisdiction or any other applicable Law or principles of equity).

Grant of Security Interest in Copyright Collateral. As security for the payment or performance in full of the ObligationsEach Grantor hereby unconditionally grants, each Grantorassigns, pursuant and pledges to and in accordance with the Security Agreement, did and hereby pledges and grants to the Collateral Agent, its successors and assigns, for the benefit of each Secured Party, to secure the Secured PartiesObligations, a lien and continuing security interest (referred to in and to this Copyright Security Agreement as the “Security Interest”) in all of such Grantor’s right, title and interest in, in and to and under the following assets and propertiesfollowing, whether now owned or at any time hereafter created acquired or 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, but not including any Excluded Assets arising and wherever located (collectively, the “Copyright Collateral”): (a) ): all works of its authorship and all intellectual property rights therein, all United States and foreign copyrightscopyrights (whether or not the underlying works of authorship have been published), including but not limited to copyrights in software and databases, all rights in designs (including all industrial designs, “Protected Designs” within the meaning of 17 U.S.C. § 1301 et. seq. and to databasesCommunity designs), and all “Mask Works Works” (as defined under in 17 U.S.C. § 901 of the U.S. Copyright Act), whether registered or unregistered, moral rights, reversionary interests, termination rights, and, and with respect to any and all of the foregoing: : (i) all registrations and applications therefor, for registration thereof including the registrations and applications listed in Schedule I attached hereto, (ii) all extensions extensions, renewals, and renewals restorations thereof, , (iii) all rights corresponding thereto throughout the world, (iv) all rights to su▇ ▇▇▇ r otherwise recover for any past, present and future infringements infringement or other violation thereof, and , (viv) all Proceeds of the foregoing, now and hereinafter due and/or payable thereunder, including, without limitationincluding license fees, royalties, income, payments, claims, damages and proceeds of suit (“Copyrights”)now or hereafter due and/or payable with respect thereto, including, without limitation, the registrations and applications required to be listed in Schedule I attached hereto (as such schedule may be amended or supplemented from time to time); and (bv) all agreements providing for the grant other rights of any right in kind accruing thereunder or to U.S. Copyrights for which Grantor is pertaining thereto throughout the exclusive licensee of such U.S. Copyrights, including those referred to on Schedule I hereto (collectively, “Copyright Licenses”) and all rights and proceeds under such agreementworld.