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Playboy Enterprises - Copyright Security Agreement
COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (the "Agreement") made as of this 15th day of May 2006, by PLAYBOY.COM, INC., a Delaware corporation ("Grantor") in favor of Bank of America, N.A., in its capacity as Agent for the Lenders party to the Credit Agreement (defined below) ("Grantee"):
W I T N E S S E T H
WHEREAS, PEI Holdings, Inc. ("PEI"), Grantee and Lenders are parties to that certain Amended and Restated Credit Agreement dated as of April 1, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), providing for extensions of credit to be made to or for the benefit of PEI by Lenders;
WHEREAS, pursuant to that certain Joinder to Master Corporate Guaranty of even date herewith pursuant to which Grantor has become a party to that certain Master Corporate Guaranty dated as of March 11, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the "Guaranty") among Playboy Enterprises, Inc. ("Playboy"), certain direct and indirect subsidiaries of PEI (collectively, the "Other Grantors") and Grantee, Grantor has guaranteed the Borrower's Obligations (as defined in the Guaranty); and
WHEREAS, pursuant to the terms of a certain Joinder to Security Agreement of even date herewith pursuant to which Grantor has become a party to that certain Security Agreement dated as of March 11, 2003 among the Other Grantors and Grantee (as the same may be amended or otherwise modified from time to time, the "Security Agreement"), Grantor has granted to Grantee, for the benefit of Lenders, a lien on, and security interest in, any and all right, title and interest in, and to the Copyrights (as defined in the Security Agreement), whether now owned or hereafter created, acquired or arising, to secure the payment of all obligations of and amounts owing by PEI under the Credit Agreement and Grantor's obligations under the Guaranty;
NOW, THEREFORE, in consideration of the premises set forth herein and for other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Grantor agrees as follows:
1. Incorporation of Credit Agreement and Security Agreement. The Credit Agreement and Security Agreement and the terms and provisions thereof are hereby incorporated herein in their entirety by this reference thereto. All terms capitalized but not otherwise defined herein shall have the same meanings herein as in the Security Agreement.
2. Grant and Reaffirmation of Grant of Security Interests. To secure the payment and performance of the Obligations and Grantor's obligations under the Guaranty, Grantor hereby grants to Grantee, for its benefit and the benefit of Lenders, and hereby affirms its grant pursuant to the Security Agreement (which grant shall be deemed to have been made simultaneously herewith) of a lien on, and security interest in, any and all 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 "Copyright Collateral"), whether now owned or hereafter created, acquired or arising:
(i) any copyrights, copyright registrations and copyright
applications, including without limitation, the United States
federal copyright registrations and applications set forth on
Schedule A hereto, and all renewals and extensions of any of the
foregoing;
(ii) all income, damages and payments now and hereafter due or
payable with respect thereto, including, without limitation, damages
and payments for past or future infringements thereof;
(iii) licenses of any of the foregoing to or from third
parties and the royalties and other payments, if any, receivable
thereunder;
(iv) the right to sue for past, present and future
infringements thereof;
(v) all rights corresponding thereto throughout the world; and
(vi) Proceeds and products of th...
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