Exhibit 10.42
COPYRIGHT ASSIGNMENT - KLEARFOLD
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This Copyright Assignment (as the same may be restated, amended or modified
from time to time, this "Assignment") is dated as of March 12, 1998 by and
between KLEARFOLD, INC. (the "Assignor") and BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION, as agent (the "Agent") for the Secured Creditors (as
hereinafter defined). Unless otherwise defined in Section 1, terms defined in
the Credit Agreement (as defined below) are used herein as therein defined.
R E C I T A L S:
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A. Pursuant to the Credit Agreement, dated as of even date herewith,
among IMPAC Group, Inc. (the "Company"), the Assignor, AGI Incorporated
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(("AGI"), and together with the Assignor, each a "L/C Borrower" and
collectively, the "L/C Borrowers"), the financial institutions from time to time
party thereto (the "Lenders") and the Agent (as from time to time restated,
amended or modified, the "Credit Agreement"), the Lenders have agreed to extend
certain credit to the Company and the L/C Borrowers;
B. Pursuant to the Guaranty, dated as of even date herewith (as from time
to time amended or modified, the "Guaranty"), each L/C Borrower, including the
Assignor, has jointly and severally guaranteed to the Secured Creditors the
payment when due of all obligations and liabilities of the Company under or
with respect to the Secured Debt Agreements (as defined below) to which the
Company is a party;
C. The Assignor may from time to time be an account party to one or more
Swap Contracts relating to the Revolving Loans (each such Swap Contract with a
Swap Creditor (as defined below), a "Secured Swap Contract") with Bank of
America National Trust & Savings Association ("BofA"), in its individual
capacity, any Lender or syndicate of financial institutions organized by BofA,
or an affiliate of BofA, or any Lender (even if BofA or any such Lender ceases
to be a Lender under the Credit Agreement for any reason) and any institution
that participates in, and in each case their subsequent assigns, such Secured
Swap Contract (collectively, the "Swap Creditors"); and
D. The Assignor may from time to time incur Indebtedness pursuant to
Section 8.05(i) of the Credit Agreement as an account party to one or more
letters of credit (a "Section 8.05 L/C Obligation") (each such Section 8.05
L/C Obligation with a L/C Creditor (as defined below), a "Secured Letter of
Credit") issued by BofA or a Lender, in each case in its individual capacity
(even if BofA or such Lender ceases to be a Lender under the Credit Agreement
for any reason) and any institution that participates in, and in each case their
subsequent assigns, such Secured Letter of Credit (collectively, the "L/C
Creditors"); and
E. As a condition to entering into a Secured Debt Agreement and extending
credit under such Secured Debt Agreement, the Secured Creditors have required
that the Assignor grant to the Agent, for the ratable benefit of itself and the
Secured Creditors, a security interest in the Collateral (as defined below) on
the terms and conditions set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINITIONS AND EFFECT.
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1.1. General Terms. The following shall have (unless otherwise provided
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elsewhere in this Assignment) the following respective meanings (such meanings
being equally applicable to both the singular and plural form of the terms
defined):
"Agent" has the meaning ascribed to it in the Preamble.
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"Assignment" has the meaning ascribed to it in the Preamble.
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"Assignor" has the meaning ascribed to it in the Preamble.
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"BofA" has the meaning ascribed to it in the Recitals.
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"Collateral" has the meaning ascribed to it in Section 2.
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"Company" has the meaning ascribed to it int he Recitals.
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"Copyrights" has the meaning ascribed to it in Section 2.
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"Credit Agreement" has the meaning ascribed to it in the Recitals.
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"Event of Default" means any Event of Default under, and as defined in, the
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Credit Agreement, or any payment default, after any applicable grace period,
under any Secured Debt Agreement.
"Guaranty" has the meaning ascribed to it in the Recitals.
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"L/C Creditor" has the meaning ascribed to it in the Recitals.
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"Licenses" has the meaning ascribed to it in Section 2.
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"Lenders" has the meaning ascribed to it in the Recitals.
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"Related Documents" means, collectively, all documents and things in the
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Assignor's possession related to the production and sale by the Assignor, or any
Affiliate, Subsidiary, licensee
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or subcontractor thereof, of products or services sold by or under the authority
of the Assignor in connection with the Copyrights or Licenses.
"Section" means a numbered section of this Assignment, unless another
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document is specifically referenced.
"Secured Creditors" means, collectively, the Agent, each Lender, each L/C
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Creditor and each Swap Creditor.
"Secured Debt Agreements" means, collectively, the Credit Agreement and the
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other Loan Documents, each Secured Letter of Credit and each Secured Swap
Contract.
"Secured Letter of Credit" has the meaning ascribed to it in the Recitals.
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"Secured Obligations" means, collectively, (i) all "Obligations" as
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defined in the Credit Agreement, (ii) all "Obligations" as defined in the
Guaranty, (iii) the payment when due of all obligations of the Assignor to Swap
Creditors pursuant to any Secured Swap Contract and the due performance and
compliance with all the terms of the Secured Swap Contracts by the Assignor and
(iv) the payment when due of all obligations of the Assignor to L/C Creditors
pursuant to any Secured Letter of Credit and the due performance and compliance
with all the terms of the Secured Letter of Credit by the Assignor.
"Secured Swap Contract" has the meaning ascribed to it in the Recitals.
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"Security Agreement" means the Security Agreement, dated as of even date
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herewith, among the L/C Borrowers, including the Assignor, and the Agent, as the
same may be restated, amended or modified from time to time .
"Swap Creditor" has the meaning ascribed to it in the Recitals.
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2. GRANT OF SECURITY INTEREST.
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The Assignor hereby grants to the Agent, for the benefit of itself and the
Secured Creditors, a security interest in all of the Assignor's right, title and
interest in and to all of its now owned or existing and hereafter acquired or
arising property described as follows (collectively, the "Collateral") to secure
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the complete and timely payment, performance and satisfaction of the Secured
Obligations:
(a) all United States and foreign copyrights, including, without
limitation, copyrights listed on Exhibit A hereto, and applications
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therefor and renewals thereof and all income, royalties, damages and
payments now and hereafter due and/or payable under and with respect to all
United States and foreign copyrights including, without limitation, damages
and payments for past and future infringements thereof (all of the
foregoing are sometimes hereinafter individually and/or collectively
referred to as the "Copyrights");
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(b) to the extent permitted by the relevant agreement but subject to
Section 9-318 of the Illinois Uniform Commercial Code, all rights under or
interest in any copyright license agreements with any other party, whether
the Assignor is a licensee or licensor under any such license agreement,
including, without limitation, those copyright license agreements listed on
Exhibit B attached hereto and made a part hereof, and the right to prepare
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for sale and sell any and all inventory now or hereafter owned by the
Assignor and now or hereafter covered by such licenses (all of the
foregoing are hereinafter referred to collectively as the "Licenses");
(c) the Related Documents; and
(d) all proceeds, including, without limitation, insurance proceeds,
of any of the foregoing.
3. REPRESENTATIONS AND WARRANTIES.
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The Assignor represents and warrants to the Agent and the Secured Creditors
that:
3.1. Principal Location. As of the date hereof, the Assignor's mailing
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address, and the location of its chief executive office and the books and
records relating to the Collateral are disclosed in Exhibit C hereto.
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3.2. No Other Names. The Assignor has not conducted business under any
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name except the names in which it has executed this Assignment or as otherwise
disclosed pursuant to the Loan Documents.
3.3. Registrations. The Assignor has duly and properly applied for
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registration of the Copyrights listed in Exhibit A hereto as indicated thereon
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in the United States Copyright Office.
3.4. Complete Listing. The Copyrights and Licenses set forth on the
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Schedules hereto constitute, as of the date hereof, all Copyrights and Licenses
of the Assignor.
4. COVENANTS.
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From the date of this Assignment, and thereafter until this Assignment is
terminated:
4.1. Preservation of Value. The Assignor agrees to protect and preserve
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the value and integrity of all material Copyrights and Licenses and, to that
end, shall maintain the quality of any and all of its products or services
bearing the trademarks or service marks included in such Copyrights or Licenses
consistent with the quality of such products and services of such marks as of
the date of this Assignment, in each case to the extent necessary for the
operation of its business.
4.2. Collateral Royalties; Term. The Assignor hereby agrees that any use
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by the Agent, on behalf of itself and the Secured Creditors, during the
continuance of an Event of Default of any Copyrights and Licenses as described
above shall be worldwide, to the extent possessed by the
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Assignor, and without any liability for royalties or other related charges from
the Agent or any Secured Creditor to the Assignor. The term of the assignments
and grants of security interests granted herein shall extend until the
expiration of each of the respective Copyrights and Licenses assigned or pledged
hereunder, or until the Secured Obligations have been indefeasibly paid in full,
no commitment by the Agent or any Secured Creditor exists that could give rise
to any Secured Obligations and the Secured Debt Agreements and this Assignment
have been terminated.
4.3. Duties of Assignor. The Assignor shall have the duty (a) to prosecute
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diligently any application to register the Copyrights pending as of the date
hereof or thereafter until all Secured Obligations have been indefeasibly paid
in full, (b) to make application on material Copyrights, as appropriate or as
requested by the Agent, except where failure to do so would have a Material
Adverse Effect, and (c) to preserve and maintain all rights in all applications
to register material Copyrights except where failure to do so would have a
Material Adverse Effect. Any expenses incurred in connection with such
applications shall be borne by the Assignor. The Assignor shall not abandon any
right to file an application to register material Copyrights without the prior
written consent of the Agent.
4.4. Delivery of Certificates. The Assignor shall deliver to the Agent
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copies of all existing and future official Certificates of Registration for the
Copyrights.
4.5. Notice of Proceedings. The Assignor shall promptly notify the Agent
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of the institution of, and any adverse determination in, any proceeding in the
United States Copyright Office or any agency of any state or any court regarding
the Assignor's right, title and interest in any material Copyright or the
Assignor's right to register any material Copyright.
5. WAIVERS, AMENDMENTS AND REMEDIES.
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5.1. Remedies. In the event that an Event of Default has occurred and is
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continuing, the Agent, without demand of performance or other demand,
advertisement or notice of any kind (except the notice specified below of time
and place of public or private sale) to or upon the Assignor or any other person
(all and each of which demands, advertisements and/or notices are hereby
expressly waived), may, and upon the direction of the Secured Creditors shall,
forthwith collect, receive, appropriate and realize upon the Collateral, or any
part thereof, and/or forthwith sell, assign, give option or options to purchase,
contract to sell or otherwise dispose of and deliver said Collateral, or any
part thereof, in one or more portions at public or private sale or sales or
dispositions, at any exchange, broker's board or at any of the Agent's offices
or elsewhere upon such terms and conditions as the Agent may deem advisable and
at such prices as the Agent may deem best, for any combination of cash or on
credit or for future delivery without assumption of any credit risk, with the
right to the Agent or any Secured Creditor upon any such sale or sales or
dispositions, public or private, to purchase the whole or any part of said
Collateral so sold, free of any right or equity of redemption in the Assignor,
which right or equity is hereby expressly waived and released.
5.2. Waivers and Amendments. No delay or omission of the Agent or any
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Secured Creditor to exercise any right or remedy granted under this Assignment
shall impair such right or
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remedy or be construed to be a waiver of any Default or Event of Default or an
acquiescence therein, and any single or partial exercise of any such right or
remedy shall not preclude other or further exercise thereof or the exercise of
any other right or remedy, and no waiver, amendment or other variation of the
terms, conditions or provisions of this Assignment whatsoever shall be valid
unless in writing signed by the Agent and consented to by the Secured Creditors,
and then only to the extent specifically set forth in such writing.
6. PROCEEDS.
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6.1. Special Collateral Account. After an Event of Default has occurred
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and is continuing, all cash proceeds of the Collateral received by the Agent
shall be deposited in a special deposit account with the Agent and held there as
security for the Secured Obligations. The Agent shall invest any and all
available funds deposited in such special deposit account, within five (5)
business days after the date the relevant funds become available, in securities
issued as fully guaranteed or insured by the United States Government or any
agency thereof backed by the full faith and credit of the United States having
maturities of three (3) months from the date of acquisition thereof
(collectively, "Government Obligations"). The Assignor hereby acknowledges and
agrees that the Agent shall not have any liability with respect to, and the
Assignor hereby indemnifies the Agent against, any loss resulting from the
acquisition of the Government Obligation and the Agent shall not have any
obligation to monitor the trading activity of any such Governmental Obligations
on and after the acquisition thereof for the purpose of obtaining the highest
possible return with respect thereto, the Agent's responsibility being limited
to acquiring such Governmental Obligations.
6.2. Application of Proceeds. The proceeds of the Collateral shall be
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applied by the Agent to payment of the Secured Obligations in accordance with
Section 9 of the Security Agreement.
7. GENERAL PROVISIONS.
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7.1. Notice of Disposition of Collateral. Written notice of the time and
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place of any public sale or the time after which any private sale or other
disposition of all or any part of the Collateral shall be made ten (10) days
prior to such disposition. Any notice made shall be deemed reasonable if made
to the Assignor, addressed as set forth in Section 9 hereof, at least ten (10)
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days prior to any such public sale or the time after which any such private sale
or other disposition may be made.
7.2. Agent Performance of Assignor Obligations. Without having any
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obligation to do so, upon either (a) notice to the Assignor or (b) the
occurrence and continuation of a Default or an Event of Default, the Agent may
perform or pay any obligation which the Assignor has agreed to perform or pay in
this Assignment and the Assignor shall reimburse the Agent for any amounts paid
by the Agent pursuant to this Section 7.2. The Assignor's obligation to
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reimburse the Agent pursuant to the preceding sentence shall be a Secured
Obligation payable on demand.
7.3. Authorization for Agent to Take Certain Action. The Assignor
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irrevocably authorizes the Agent at any time and from time to time, in the sole
discretion of the Agent, upon either (a) notice to the Assignor or (b) the
occurrence and continuation of an Event of Default: (i) to execute
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on behalf of the Assignor as debtor and to file financing statements and other
documents with the United States Copyright Office or otherwise which are
necessary or desirable in the Agent's sole discretion to perfect and to maintain
the perfection and priority of the Agent's and Secured Creditors' security
interest in the Collateral; (ii) so long as an Event of Default shall have
occurred and is continuing, to endorse and collect any cash proceeds of the
Collateral; or (iii) to file a carbon, photographic or other reproduction of
this Assignment or any financing statement with respect to the Collateral as a
financing statement in such offices as the Agent in its sole discretion deems
necessary or desirable to perfect and to maintain the perfection and priority of
the Agent's and the Secured Creditors' security interest in the Collateral. At
any time and from time to time after the Secured Obligations have been declared
or become due and payable in accordance with the Secured Debt Agreements, the
Assignor authorizes the Agent to collect, endorse and apply the proceeds of any
Collateral received by the Agent to the Secured Obligations as provided in
Section 6 hereof.
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7.4. Specific Performance of Certain Covenants. The Assignor acknowledges
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and agrees that a breach of any of the covenants contained in Sections 4.4 and
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7.5 hereof will cause irreparable injury to the Agent and the Secured Lenders
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and that the Agent and the Secured Creditors have no adequate remedy at law in
respect of such breaches and therefore agree, without limiting the right of the
Agent or the Secured Creditors to seek and obtain specific performance of other
obligations of the Assignor contained in this Assignment, that the covenants of
the Assignor contained in the Sections referred to in this Section 7.4 shall be
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specifically enforceable against the Assignor.
7.5. Dispositions Not Authorized. Except as provided for by the Credit
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Agreement, the Assignor is not authorized to sell or otherwise dispose of the
Collateral and notwithstanding any course of dealing between the Assignor and
the Agent or other conduct of the Agent, no authorization to sell or otherwise
dispose of the Collateral in a manner prohibited by the Credit Agreement shall
be binding upon the Agent or the Secured Creditors unless such authorization is
in writing signed by the Agent with the consent of the Secured Creditors, as
required by the Secured Debt Agreements.
7.6. Definition of Certain Terms. Terms defined in the Illinois Uniform
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Commercial Code which are not otherwise defined in this Assignment are used in
this Assignment as defined in the Illinois Uniform Commercial Code as in effect
on the date hereof.
7.7. Benefit of Agreement. The terms and provisions of this Assignment
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shall be binding upon and inure to the benefit of the Assignor, the Agent and
the Secured Creditors and their respective successors and assigns, except that
the Assignor shall not have the right to assign its rights or obligations under
this Assignment or any interest herein, without the prior written consent of the
Agent and the Secured Creditors.
7.8. Survival of Representations. All representations and warranties of
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the Assignor contained in this Assignment shall survive the execution and
delivery of this Assignment.
7.9. Taxes and Expenses. Any taxes (including, without limitation, any
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sales, gross receipts, general corporation, personal property, privilege or
license taxes, but not including any federal or other taxes imposed upon the
Agent or any Secured Creditor, with respect to its gross or
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net income or profits arising out of this Assignment) payable or ruled payable
by any Federal or State authority in respect of this Assignment shall be paid by
the Assignor, together with interest and penalties, if any. The Assignor shall
reimburse (a) the Agent for any and all reasonable out-of-pocket expenses and
internal charges (including reasonable attorneys', auditors' and accountants'
fees and reasonable time charges of attorneys, paralegals, auditors and
accountants who may be employees of the Agent) paid or incurred by the Agent in
connection with the preparation, execution, delivery, administration, collection
and enforcement of this Assignment and in the administration, collection,
preservation or sale of the Collateral (including the reasonable expenses and
charges associated with any periodic or special audit of the Collateral), and
(b) the Agent and each Secured Creditor for any and all reasonable out-of-pocket
expenses and internal charges (including reasonable attorneys', auditors' and
accountants' fees and reasonable time charges of attorneys, paralegals, auditors
and accountants who may be employees of the Agent or such Secured Creditor) paid
or incurred by the Agent or such Secured Creditor in connection with the
collection and enforcement of this Assignment.
7.10. Headings. The title of and section headings in this Assignment are
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for convenience of reference only, and shall not govern the interpretation of
any of the terms and provisions of this Assignment.
7.11. Termination. This Assignment shall continue in effect
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(notwithstanding the fact that from time to time there may be no Secured
Obligations or commitments therefor outstanding) until the payment in full of
the Secured Obligations and the termination of the Secured Debt Agreements in
accordance with its terms thereunder, at which time the security interests
granted hereby shall terminate and any and all rights to the Collateral shall
revert to the Assignor. Upon such termination, the Agent shall promptly return
to the Assignor, at the Assignor's expense, such of the Collateral held by the
Agent as shall not have been sold or otherwise applied pursuant to the terms
hereof. The Agent will promptly execute and deliver to the Assignor such other
documents as the Assignor shall reasonably request to evidence such termination.
7.12. Entire Agreement. This Assignment and the Secured Debt Agreements
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embody the entire agreement and understanding between the Assignor and the Agent
relating to the Collateral and supersede all prior agreements and understandings
between the Assignor and the Agent relating to the Collateral.
7.13. Indemnity. The Assignor hereby agrees to assume liability for, and
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does hereby agree to indemnify and keep harmless the Agent and each Secured
Creditor, its successors, assigns, agents and employees, from and against any
and all liabilities, damages, penalties, suits, costs, and expenses of any kind
and nature, imposed on, incurred by or asserted against the Agent or any Secured
Creditor, or its successors, assigns, agents and employees, in any way relating
to or arising out of this Assignment, or the manufacture, purchase, acceptance,
rejection, ownership, delivery, lease, possession, use, operation, condition,
sale, return or other disposition of any Collateral (other than liability
resulting from the gross negligence or wilful misconduct of the Agent or any
such Secured Creditor).
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7.14. Releases. Upon termination of this Assignment in accordance with the
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provisions of Section 7.11 hereof, the Agent and the Secured Creditors shall, at
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the Assignor's request and expense, execute such releases as the Assignor may
reasonably request, in form and upon terms acceptable to the Agent and the
Secured Creditors in all respects.
7.15. Waivers. Except to the extent expressly otherwise provided herein or
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in any Secured Debt Agreement, the Assignor waives, to the extent permitted by
applicable law, (a) any right to require either the Agent or any Secured
Creditor to proceed against any other person, to exhaust its rights in any other
collateral, or to pursue any other right which either the Agent or any Secured
Creditor may have, and (b) with respect to the Secured Obligations, presentment
and demand for payment, protest, notice of protest and non-payment, and notice
of the intention to accelerate.
7.16. Counterparts. This Assignment may be executed in any number of
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counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Assignment by signing any such
counterpart. This Assignment shall be effective when it has been executed by
the Assignor and the Agent.
7.17 CHOICE OF LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
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THE INTERNAL LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE
OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS AND
COPYRIGHTS.
7.18 WAIVER OF JURY TRIAL ALL PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN
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ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER.
7.19. Marshaling. Neither the Agent nor any Secured Creditor shall be under
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any obligation to ▇▇▇▇▇▇▇▇ any assets in favor of the Assignor or any other
party or against or in payment of any or all of the Secured Obligations.
8. THE AGENT.
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BofA has been appointed as Agent for the Secured Creditors hereunder, and
the Agent has agreed to act (and any successor Agent shall act) as such
hereunder only on the express conditions contained in Article X of the Credit
Agreement. Any successor Agent appointed pursuant to Article X of the Credit
Agreement shall be entitled to all the rights, interests and benefits of the
Agent hereunder.
9. NOTICES.
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9.1. Sending Notices. Any notice required or permitted to be given under
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this Assignment shall be given (i) in the case of the Assignor and each Lender,
in accordance with the Credit Agreement, (ii) in the case of a L/C Creditor, in
accordance with the relevant Secured Letter of
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Credit and (iii) in the case of a Swap Creditor, in accordance with the relevant
Secured Swap Contract.
9.2. Change in Address for Notices. The Assignor, the Agent or any Secured
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Creditor may change the address for service of notice upon it by a notice in
writing to the other.
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IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed
by their duly authorized representatives as of the date first set forth above.
KLEARFOLD, INC., as Assignor
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: CFO
BANK OF AMERICA NATIONAL TRUST
& SAVINGS ASSOCIATION, as Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
-▇▇-
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ )
) SS:
COUNTY OF NEW YORK )
The foregoing Copyright Assignment was executed and acknowledged before me
this 12 day of March, 1998 by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, personally known to me to be
the CFO, Treasurer & Secretary of KLEARFOLD, INC., a Pennsylvania corporation,
on behalf of such corporation.
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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NOTARY PUBLIC
My Commission Expires: August 31, 1998
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(SEAL)
EXHIBIT A
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COPYRIGHTS
Registration Date of
No. Issuance Title
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None
EXHIBIT B
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LICENSES
Date Parties Subject of License Term
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None
EXHIBIT C
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Principal Place of Business and Mailing Address:
Klearfold, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇