Security Interest in Copyrights. To secure the complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor hereby grants to the Administrative Agent, for the benefit of the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising: copyrights, whether or not published or registered under the Copyright Act of 1976, 17 U.S.C. Sec. 101 et seq., as the same shall be amended from time to time, and any predecessor or successor statute thereto, and applications for registration of copyrights, and all works of authorship and other intellectual property rights therein, including, without limitation, copyrights for computer programs, source code and object code data bases and related materials and documentation and including, without limitation, the registered copyrights and copyright applications listed on Schedule A attached hereto and made a part hereof, and (i) all renewals, revisions, derivative works, enhancements, modifications, updates, new releases or other revisions thereof, (ii) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iii) the right to ▇▇▇ for past, present and future infringements thereof, (iv) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (v) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing copyrights and applications, together with the items described in clauses (i)-(v), being sometimes hereinafter individually and/or collectively referred to as the "Copyrights"); and rights under or interest in license agreements with any other party now or hereafter entered into in connection with any Copyrights or such other party's copyrights or copyright registrations or applications, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule B attached hereto (except as may otherwise be disclosed to the Administrative Agent) and made a part hereof, and the right to use the foregoing in connection with the enforcement of the Administrative Agent's and the Holders of Secured Obligations' rights under the Credit Agreement, including, without limitation, the right to prepare for sale or distribution and sell, copy, as permitted, or distribute any and all Inventory now and hereafter owned by Grantor and now or hereafter covered by such license (all of the foregoing being hereinafter referred to collectively as the "Licenses"); and copyrightable materials now or hereafter owned by Grantor, all tangible property embodying the Copyrights or such copyrightable materials, and all tangible property covered by the Licenses.
Appears in 1 contract
Security Interest in Copyrights. To secure the complete and timely payment, performance and satisfaction of all of the Secured Obligations, Grantor hereby grants to the Administrative Agent, for the benefit of the Holders of Secured Obligations, a security interest in, as and by way of a first mortgage and security interest having priority over all other security interests, with power of sale to the extent permitted by applicable law, all of Grantor's now owned or existing and hereafter acquired or arising: :
(i) copyrights, whether or not published or registered under the Copyright Act of 1976, 17 U.S.C. Sec. Section 101 et seq., as the same shall be amended from time to time, and any predecessor or successor statute thereto, and applications for registration of copyrights, and all works of authorship and other intellectual property rights therein, including, without limitation, copyrights for computer programs, source code and object code data bases and related materials and documentation and including, without limitation, the registered copyrights and copyright applications listed on Schedule SCHEDULE A attached hereto and made a part hereof, and (ia) all renewals, revisions, derivative works, enhancements, modifications, updates, new releases or other revisions thereof, (iib) all income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof, (iiic) the right to ▇▇▇ for past, present and future infringements thereof, (ivd) the goodwill of Grantor's business symbolized by the foregoing and connected therewith, and (ve) all of Grantor's rights corresponding thereto throughout the world (all of the foregoing copyrights and applications, together with the items described in clauses CLAUSES (i)-(va)-(e), being sometimes hereinafter individually and/or collectively referred to as the "Copyrights"); and rights under or interest in and
(ii) license agreements with any other party now or hereafter entered into in connection with any Copyrights or such other party's copyrights or copyright registrations or applications, whether the Grantor is a licensor or licensee under any such license agreement, including, without limitation, the license agreements listed on Schedule SCHEDULE B attached hereto (except as may otherwise be disclosed to the Administrative Agent) and made a part hereof, and the right to use the foregoing in connection with the enforcement of the Administrative Agent's and the Holders of Secured Obligations' rights under the Credit Agreement, including, without limitation, the right to prepare for sale or distribution and sell, copy, as permitted, or distribute any and all Inventory now and hereafter owned by Grantor and now or hereafter covered by such license (all of the foregoing being hereinafter referred to collectively as the "Licenses"). Notwithstanding the foregoing provisions of this SECTION 4, the Licenses shall not include any license agreement in effect as of the date hereof which by its terms prohibits the grant of the security contemplated by this Agreement; and provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this SECTION 4 shall be deemed to apply thereto automatically; and
(iii) copyrightable materials now or hereafter owned by Grantor, all tangible property embodying the Copyrights or such copyrightable materials, and all tangible property covered by the Licenses.
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