COPYRIGHT SECURITY AGREEMENT
----------------------------
(HOLDINGS)
This COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated
as of December , 1998 is made by NATIONAL MEDIA CORPORATION, a Delaware
corporation ("Holdings"), in favor of FOOTHILL CAPITAL CORPORATION, a
California corporation ("Secured Party").
RECITALS
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A. Borrower and Secured Party are contemporaneously herewith
entering into that certain Loan and Security Agreement dated as of the date
hereof (as amended, restated, modified, supplemented, refinanced, renewed, or
extended from time to time, the "Loan Agreement"), pursuant to which Secured
Party has agreed to make certain financial accommodations to Holdings.
B. Holdings has executed in favor of Secured Party that
certain General Continuing Guaranty, dated as of the date hereof (the
"Guaranty"), in favor of Secured Party, respecting certain obligations of
Borrower owing to Secured Party under the Loan Agreement.
C. Holdings and Secured Party are contemporaneously herewith
entering into that certain Security Agreement, dated as of the date hereof (the
"Security Agreement"), pursuant to which Holdings has granted to Secured Party a
security interest in (among other things) all general intangibles of Holdings.
D. As one of the conditions to the obligations of Secured
Party under the Loan Agreement, Holdings has agreed to execute and deliver this
Agreement to Secured Party for filing with the United States Copyright Office
and with any other relevant recording systems in any domestic jurisdiction, and
as further evidence of and to effectuate Secured Party's existing security
interests in the copyrights and other general intangibles described herein.
ASSIGNMENT
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NOW, THEREFORE, for valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Holdings hereby agrees in favor of
Secured Party as follows:
1. DEFINITIONS; INTERPRETATION.
(a) CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings:
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"BORROWER" means Quantum North America, Inc., a Delaware
corporation.
"COPYRIGHT COLLATERAL" has the meaning set forth in SECTION 2.
"COPYRIGHTS" has the meaning set forth in SECTION 2.
"EVENT OF DEFAULT" shall have the meaning ascribed thereto in
the Security Agreement.
"GUARANTIED OBLIGATIONS" shall have the meaning ascribed
thereto in the Guaranty.
"LIEN" means any pledge, security interest, assignment, charge
or encumbrance, lien (statutory or other), or other preferential arrangement
(including any agreement to give any security interest).
"UCC" means the Uniform Commercial Code as in effect from time
to time in the State of California.
"UNITED STATES" and "U.S." each mean the United States of
America, including all territories thereof and all protectorates thereof.
(b) TERMS DEFINED IN UCC. Where applicable and except as
otherwise defined herein, terms used in this Agreement shall have the meanings
ascribed to them in the UCC.
(c) INTERPRETATION. In this Agreement, except to the
extent the context otherwise requires:
(i) Any reference to a Section or a Schedule is a
reference to a section hereof, or a schedule hereto,
respectively, and to a subsection or a clause is, unless
otherwise stated, a reference to a subsection or a clause of
the Section or subsection in which the reference appears.
(ii) The words "hereof," "herein," "hereto,"
"hereunder" and the like mean and refer to this Agreement as a
whole and not merely to the specific Section, subsection,
paragraph or clause in which the respective word appears.
(iii) The meaning of defined terms shall be equally
applicable to both the singular and plural forms of the terms
defined.
(iv) The words "including," "includes" and "include"
shall be deemed to be followed by the words "without
limitation."
(v) References to agreements and other contractual
instruments shall be deemed to include all subsequent
amendments, restatements,
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supplements, refinancings, renewals, extensions, and other
modifications thereto and thereof.
(vi) References to statutes or regulations are to be
construed as including all statutory and regulatory provisions
consolidating, amending or replacing the statute or regulation
referred to.
(vii) Any captions and headings are for convenience
of reference only and shall not affect the construction of
this Agreement.
(viii) Capitalized words not otherwise defined
herein shall have the respective meanings ascribed to them in
the Security Agreement.
(ix) In the event of a direct conflict between the
terms and provisions of this Agreement and the Loan Agreement,
it is the intention of the parties hereto that both such
documents shall be read together and construed, to the fullest
extent possible, to be in concert with each other. In the
event of any actual, irreconcilable conflict that cannot be
resolved as aforesaid, the terms and provisions of the Loan
Agreement shall control and govern; PROVIDED, HOWEVER, that
the inclusion herein of additional obligations on the part of
Holdings and supplemental rights and remedies in favor of
Secured Party (whether under California law or applicable
federal law), in each case in respect of the Copyright
Collateral, shall not be deemed a conflict with the Loan
Agreement.
2. SECURITY INTEREST.
(a) ASSIGNMENT AND GRANT OF SECURITY. Holdings, as
security for the payment and performance of the Guarantied Obligations, hereby
grants, assigns, transfers and conveys to Secured Party a continuing security
interest in all of Holdings' right, title and interest in, to and under the
following property, whether now existing or hereafter acquired or arising or in
which Holdings now has or hereafter acquires or develops an interest and
wherever the same may be located (the "Copyright Collateral"):
(i) all copyrights, rights, titles and interests in
and to published and unpublished works of authorship that
Holdings owns or uses in its business or will in the future
adopt and so use, and all copyrights in any original or
derivative works of authorship and all works protectable by
copyright that are presently, or in the future may be, owned,
created, authored (excluding all works for hire created by
Holdings for any other Person), acquired or used (whether
pursuant to a license or otherwise) by Holdings, in whole or
in part (collectively, the "Copyrights"), all copyright
registrations and applications for copyright registration that
have heretofore been or may hereafter be issued thereon or
applied for in the United States, including registrations,
recordings, supplemental registrations and pending
applications for registration in the United States Copyright
Office (the "Registrations"), all common law and other rights
in and to the Copyrights throughout the world, including all
copyright licenses (collectively, the "Copyright Rights"), and
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all renewals and extensions thereof, throughout the world,
including all proceeds thereof (such as, by way of example and
not by limitation, license royalties and proceeds of
infringement suits), the right (but not the obligation) to
renew and extend such Copyrights, Registrations and Copyright
Rights and to register works protectable by copyright and the
right (but not the obligation) to xxx or bring proceedings in
the name of Holdings or in the name of Secured Party for past,
present and future infringements or violations of the
Copyrights, Registrations and Copyright Rights, and recover
damages for past, present and future infringements or
violations thereof, and all rights corresponding thereto
throughout the world, including:
(A) all of Holdings' right, title and interest
in and to all copyrights or rights or interests in
copyrights registered or recorded in the United States
Copyright Office, including the Registrations listed on
SCHEDULE A attached hereto, as the same may be amended
or supplemented pursuant hereto from time to time;
(B) all of Holdings' right, title and interest
in and to all renewals and extensions of any such
copyrights, including renewals or extensions of the
Registrations listed on SCHEDULE A attached hereto, that
may be secured under the law now or hereafter in force
and effect;
(C) all of Holdings' right, title and interest
to make and exploit all derivative works based on or
adopted from all works covered by any of the Copyright
Collateral; and
(D) all of Holdings' right, title and interest
pursuant to or under licensing or other contracts in
favor of Holdings pertaining to copyrights and works
protectable by copyright presently or in the future
owned or used by third parties;
(ii) all inventions, designs, registrations, trade
secrets, proprietary rights, corporate or other business
records, computer programs, source codes, object codes, data
bases and all other intangible personal property at any time
used in connection with the businesses of Holdings (referred
to herein as "Proprietary Rights");
(iii) all general intangibles (as defined in the
UCC) and all intangible intellectual or other similar property
of Holdings of any kind or nature, whether now owned or
hereafter acquired or developed, associated with or arising
out of any of the Copyrights, Registrations, Copyright Rights
or Proprietary Rights and not otherwise described above; and
(iv) all proceeds of any and all of the foregoing
Copyright Collateral (including license royalties, rights to
payment, accounts receivable and proceeds of infringement
suits) and, to the extent not otherwise included, all payments
under insurance (whether or not Secured Party is the loss
payee thereof) or any
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indemnity, warranty or guaranty payable by reason of loss or
damage to or otherwise with respect to the foregoing Copyright
Collateral. For purposes of this Agreement, the term
"proceeds" includes whatever is receivable or received when
Copyright Collateral or proceeds are sold, licensed,
collected, exchanged or otherwise disposed of, whether such
disposition is voluntary or involuntary, and includes, without
limitation, all rights to payment, including returned
premiums, with respect to any insurance relating thereto.
(b) CONTINUING SECURITY INTEREST. Holdings agrees that
this Agreement shall create a continuing security interest in the Copyright
Collateral which shall remain in effect until terminated in accordance with
SECTION 17.
(c) INCORPORATION INTO SECURITY AGREEMENT. This Agreement
shall be fully incorporated into the Security Agreement and all understandings,
agreements and provisions contained in the Security Agreement shall be fully
incorporated into this Agreement. Without limiting the foregoing, the Copyright
Collateral described in this Agreement shall constitute part of the Collateral
in the Security Agreement.
(d) PERMITTED LICENSING. Anything in the Security
Agreement or this Agreement to the contrary notwithstanding, Holdings may
license to any other Person the Copyright Collateral on a non-exclusive basis,
free and clear of Secured Party's security interest (other than its security
interest in the proceeds of such license).
3. REPRESENTATIONS AND WARRANTIES. Holdings represents and
warrants to Secured Party and for the benefit of Secured Party, in each case to
the best of its knowledge, information, and belief, the following:
(a) TRUE AND COMPLETE LIST. Set forth in SCHEDULE A is a
true and complete list of Copyrights, Registrations, and Copyright Rights owned,
held, or used (whether pursuant to a license or otherwise) by Holdings, in whole
or in part;
(b) POWERS. Holdings has full power, authority and legal
right to pledge and to grant to Secured Party a security interest in all right,
title, and interest of Holdings in and to the Copyright Collateral pursuant to
this Agreement, and to execute, deliver and perform its obligations in
accordance with the terms of this Agreement, without the consent or approval of
any other Person except as already obtained;
(c) VALIDITY. Each of the Registrations of Holdings
referred to in SCHEDULE A is valid, subsisting and enforceable, and Holdings has
properly complied in all material respects with all applicable statutory and
regulatory requirements, including all notice requirements, in connection with
each of such Registrations, and, no claim has been made that the use of any of
such Copyrights does or may infringe or otherwise violate the rights of any
third Person, except as set forth in Schedule 3.8 of the Security Agreement;
(d) TITLE. Holdings has rights in and good title to the
Copyright Collateral shown on the schedules hereto as being owned by it, is the
sole and exclusive
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owner of the entire and unencumbered right, title and interest in and to such
Copyright Collateral, free and clear of any Liens (other than Liens in favor of
Secured Party); for any Copyright Collateral for which Holdings is either a
licensor or a licensee pursuant to a license or licensing agreement regarding
such Copyright Collateral, each such license or licensing agreement is in full
force and effect, Holdings is not in material default of any of its obligations
thereunder and, other than (i) the parties to such licenses or licensing
agreements, or (ii) in the case of any non-exclusive license or license
agreement entered into by Holdings or any such licensor regarding such Copyright
Collateral, the parties to any other such non-exclusive licenses or license
agreements entered into by Holdings or any such licensor with any other Person,
no other Person has any rights in or to any of such Copyright Collateral;
(e) NO VIOLATION. The execution, delivery and performance
by Holdings of this Agreement do not violate any provision of law or the
articles of incorporation or by-laws of Holdings or result in a breach of or
constitute a default under any contract, obligation, indenture or other
instrument to which Holdings is a party or by which Holdings may be bound;
(f) AUTHORIZATION. This Agreement has been duly
authorized, executed and delivered, and constitutes a legal, valid and binding
agreement of Holdings enforceable in accordance with its terms; and
(g) SECRECY. Holdings has taken and will continue to take
all reasonable steps to protect the secrecy of all trade secrets relating to any
of its unpublished Copyright Collateral and its Proprietary Rights.
4. COVENANTS. Holdings covenants that so long as this
Agreement shall be in effect, Holdings shall:
(a) FURTHER ACTS. On a continuing basis, make, execute,
acknowledge and deliver, and file and record in the proper filing and recording
places, all such instruments and documents, including appropriate financing and
continuation statements and security agreements, and take all such action as may
be necessary or advisable or may be requested by Secured Party to carry out the
intent and purposes of this Agreement, or for assuring, confirming or protecting
the grant or perfection of the security interest granted or purported to be
granted hereby, to ensure Holdings' compliance with this Agreement or to enable
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to the Copyright Collateral. Without limiting the generality of the
foregoing sentence, Holdings:
(i) hereby authorizes Secured Party in its sole
discretion if Holdings refuses to execute and deliver, or
fails timely to execute and deliver , any of the documents it
is requested to execute and deliver by Secured Party, to
modify this Agreement without first obtaining Holdings'
approval of or signature to such modification by amending
SCHEDULE A hereof to include a reference to any right, title
or interest in any existing Copyright, Registration or
Copyright Right or any Copyright, Registration or Copyright
Right acquired or developed by Holdings after
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the execution hereof, or to delete any reference to any right,
title or interest in any Copyright, Registration or Copyright
Right in which Holdings no longer has or claims any right,
title or interest; and
(ii) hereby authorizes Secured Party, in its sole
discretion, to file one or more financing or continuation
statements if Holdings refuses to execute and deliver, or
fails timely to execute and deliver, any such amendment
thereto it is requested to execute and deliver by Secured
Party, any amendments thereto, relative to all or any portion
of the Copyright Collateral, without the signature of Holdings
where permitted by law;
(b) COMPLIANCE WITH LAW. Comply, in all material
respects, with all applicable statutory and regulatory requirements in
connection with any and all of the Copyright Collateral that is the subject of
the Registrations and give such notice of copyright, prosecute such material
claims, and do all other acts and take all other measures which, in Holdings'
reasonable business judgment, may be necessary or desirable to preserve, protect
and maintain such Copyright Collateral and all of Holdings' rights therein,
including diligently prosecute any material copyright application pending as of
the date of this Agreement or thereafter;
(c) COMPLIANCE WITH AGREEMENT. Comply with each of the
terms and provisions of this Agreement, and not enter into any agreement (for
example, a license agreement) which is inconsistent with the obligations of
Holdings under this Agreement without Secured Party's prior written consent; and
(d) LIEN PROTECTION. Not permit the inclusion in any
contract to which Holdings becomes a party of any provision that could or might
impair or prevent the creation of a security interest in favor of Secured Party
in Holdings' rights and interest in any property included within the definitions
of the Copyrights, Registrations and Copyright Rights acquired under such
contracts.
5. NEW COPYRIGHTS, REGISTRATIONS AND COPYRIGHT RIGHTS. If
Holdings shall obtain rights to or develop any new works protectable by
copyright, or become entitled to the benefit of any Copyright Rights,
Registration or application for Registration not described on the schedules
hereto, or any renewals or extension of any Copyright, Copyright Rights or
Registration, the provisions of this Agreement shall automatically apply
thereto. Holdings shall give Secured Party written notice (a) of any such work
or such rights of material value to Holdings or the operation of its businesses
and (b) any such Registration, applications for Registration or renewal or
extension of any Copyright. Concurrently with its filing of an application for
any Registration for any Copyright, Holdings shall execute and deliver a
supplement to this Agreement in form and substance satisfactory to the Secured
Party (or, at the election of Secured Party, a new Copyright Security Agreement
substantially in the form of this Agreement and otherwise in form and substance
satisfactory to the Secured Party), pursuant to which Holdings shall grant and
reaffirm its grant of a security interest to the extent of its interest in such
Registration as provided herein to Secured Party, and Holdings
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shall cause such agreement to be recorded in the offices and jurisdictions
indicated by Secured Party.
6. COPYRIGHT REGISTRATION, RENEWAL AND LITIGATION.
(a) REGISTRATION. Except to the extent otherwise
permitted under the Security Agreement, Holdings shall have the duty diligently
to make any application for Registration on any existing or future unregistered
but copyrightable works that are material to Holdings' business or operations
and to do any and all acts which are reasonably necessary or desirable to
preserve, renew and maintain all rights in all Copyrights, Registrations and
Copyright Rights; PROVIDED, HOWEVER, that Holdings shall not be obligated to
renew any Obsolete Copyrights (as defined in the Loan Agreement). Any expenses
incurred in connection therewith shall be borne solely by Holdings. Except as
otherwise permitted in the Security Agreement or this SECTION 6(A), Holdings
shall not do any act or omit to do any act whereby any of the Copyright
Collateral may become abandoned or fall into the public domain or fail to renew
any Copyright, Registration or Copyright Right owned by Holdings without the
prior written consent of Secured Party.
(b) PROTECTION. Except as provided in SECTION 8 and
notwithstanding SECTION 1, Holdings shall have the right and obligation to
commence and diligently prosecute in its own name, as real party in interest,
for its own benefit and at its own expense, such suits, proceedings or other
actions for infringement or other damage as are in its reasonable business
judgment necessary to protect the Copyright Collateral or any of Holdings'
rights therein. Holdings shall provide to Secured Party any information with
respect thereto requested by Secured Party. Secured Party shall provide at
Holdings' expense all necessary cooperation in connection with any such suit,
proceeding or action including joining as a nominal party if Secured Party shall
have been satisfied that it is not incurring any risk of liability because of
such joinder. Holdings shall provide at its expense representation acceptable to
Secured Party for the common interest of Holdings and Secured Party with respect
to such proceedings.
(c) NOTICE. Holdings shall, promptly upon its becoming
aware thereof, notify Secured Party in writing of the institution of, or any
adverse determination in, any proceeding, application, suit or action of any
kind described in SECTION 6(A) OR 6(B), or regarding Holdings' claim of
ownership in any of the Copyrights, Registrations or Copyright Rights, its right
to register the same, or its right to keep and maintain such registration,
whether before the United States Copyright Office or any United States court or
governmental agency. Holdings shall provide promptly to Secured Party any
information with respect thereto requested from time to time by Secured Party.
7. REMEDIES. Following the occurrence and during the
continuation of an Event of Default, Secured Party shall have all rights and
remedies available to it under the Security Agreement and the other Loan
Documents and applicable law (which rights and remedies are cumulative) with
respect to its security interests in any of the Copyright Collateral or any
other Collateral. Holdings agrees that such rights and remedies include the
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right of Secured Party as a secured party to sell or otherwise dispose of its
Collateral after default, pursuant to UCC Section 9504. Holdings agrees that
Secured Party shall at all times have such royalty free licenses, to the extent
permitted by law, for any Copyright, Copyright Rights, Proprietary Right and any
other Copyright Collateral that is reasonably necessary to permit the exercise
of any of Secured Party's rights or remedies upon the occurrence and during the
continuation of an Event of Default with respect to (among other things) any
asset of Holdings in which Secured Party has a security interest, including
Secured Party's rights to sell or license general intangibles, inventory,
tooling or packaging which is acquired by Holdings (or its successors, permitted
assignees, or trustee in bankruptcy). In addition to and without limiting any of
the foregoing, upon the occurrence and during the continuance of an Event of
Default, Secured Party shall have the right but shall in no way be obligated to
bring suit, or to take such other action as Secured Party deems necessary or
advisable, in the name of Holdings or Secured Party, to enforce or protect any
Copyright, Registration, Copyright Right or Proprietary Right, and any license
thereunder, in which event Holdings shall, at the request of Secured Party, do
any and all lawful acts and execute any and all documents required by Secured
Party in aid of such enforcement. To the extent that Secured Party shall elect
not to bring suit to enforce any Copyright, Registration, Copyright Rights,
Proprietary Right, or any license thereunder, Holdings, in the exercise of its
reasonable business judgment, agrees to use all reasonable measures and its
diligent efforts, whether by action, suit, proceeding or otherwise, to prevent
the infringement, misappropriation or violation thereof by others and for that
purpose agrees diligently to maintain any action, suit or proceeding against any
Person necessary to prevent such infringement, misappropriation or violation.
8. AUTHORIZATION. If Holdings fails to comply with any of its
obligations hereunder, Secured Party may do so in Holdings' name or in Secured
Party's name, but at Holdings' expense, and Holdings hereby agrees to reimburse
Secured Party in full upon demand for all reasonable expenses, including
reasonable attorneys fees, incurred by Secured Party in protecting, defending
and maintaining any of the Copyright Collateral or any right, title or interest
of Holdings or Secured Party therein. Holdings hereby appoints Secured Party,
and authorizes, directs and empowers Secured Party to make, constitute and
appoint any officer or agent of Secured Party as Secured Party may select, in
its exclusive discretion, as the true and lawful attorney-in-fact of Holdings,
with the power, (a) if Holdings refuses or fails to do so timely, to execute in
the name of Holdings any financing statement or other instrument and any
modification, supplement or amendment to this Agreement or any supplemental
Copyright Security Agreement described in SECTIONS 4(A) OR 5 hereof, and do such
other acts on Holdings' behalf, that Secured Party may deem necessary or
advisable to accomplish the purposes hereof, and (b) upon the occurrence and
during continuation of any Event of Default, (i) to endorse Holdings' name on
all applications, documents, papers and instruments necessary for Secured Party
to use any of the Copyright Collateral, (ii) to assert or retain any rights
under any license agreement for any of the Copyright Collateral, including any
rights of Holdings arising under Section 365(n) of the Bankruptcy Code, and
(iii) to grant or issue any exclusive or nonexclusive license under any of the
Copyright Collateral to anyone else, or as may be necessary for Secured Party to
assign, pledge, convey or otherwise transfer title in or dispose of any of the
Copyright Collateral or any other
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collateral to anyone else. Holdings hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof. This power of attorney is
coupled with an interest and is irrevocable until termination of this Agreement.
9. NOTICES. All notices and other communications hereunder to
or from Secured Party and Holdings shall be in writing and shall be mailed, sent
or delivered in accordance with the Security Agreement.
10. GOVERNING LAW. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of California,
except to the extent that the validity or perfection of the security interests
hereunder in respect of any Copyright Collateral are governed by federal law, in
which case such choice of California law shall not be deemed to deprive Secured
Party of such rights and remedies as may be available under federal law.
11. ENTIRE AGREEMENT; AMENDMENT. This Agreement and the
Security Agreement, together with the Schedules and Exhibits hereto and thereto,
which are incorporated herein by this reference, contains the entire agreement
of the parties with respect to the subject matter hereof and supersede all prior
drafts and communications relating to such subject matter. Neither this
Agreement nor any provision hereof may be modified, amended or waived except by
the written agreement of the parties, as provided in the Security Agreement.
Notwithstanding the foregoing, Secured Party may re-execute this Agreement,
modify, amend or supplement the Schedules hereto or execute a supplemental
Copyright Security Agreement, as provided herein, and the terms of any such
modification, amendment, supplement or supplemental Copyright Security Agreement
shall be deemed to be incorporated herein by this reference.
12. SEVERABILITY. If one or more provisions contained in this
Agreement shall be invalid, illegal or unenforceable in any respect in any
jurisdiction or with respect to any party, such invalidity, illegality or
unenforceability in such jurisdiction or with respect to such party shall, to
the fullest extent permitted by applicable law, not invalidate or render illegal
or unenforceable any such provision in any other jurisdiction or with respect to
any other party, or any other provisions of this Agreement.
13. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Agreement
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14. SECURITY AGREEMENT. Holdings acknowledges that the rights
and remedies of Secured Party with respect to the security interest in the
Copyright Collateral granted hereby are more fully set forth in the Security
Agreement and the other Loan Documents and all such rights and remedies are
cumulative.
15. NO INCONSISTENT REQUIREMENTS. Holdings acknowledges that
this Agreement and the other Loan Documents may contain covenants and other
terms and provisions variously stated regarding the same or similar matters, and
Holdings agrees that all such covenants, terms and provisions are cumulative and
all shall be performed and satisfied in accordance with their respective terms.
16. TERMINATION. Upon the final payment in full in cash of the
Guarantied Obligations and the full and final termination of any commitment to
extend any financial accommodations under the Loan Agreement, this Agreement
shall terminate, and Secured Party shall execute and deliver such documents and
instruments and take such further action reasonably requested by Holdings, at
Holdings' expense, as shall be necessary to evidence termination of the security
interests granted by Holdings to Secured Party hereunder.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, as of the date first above written.
NATIONAL MEDIA CORPORATION,
a Delaware corporation
By:
---------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
FOOTHILL CAPITAL CORPORATION,
a California corporation
By:
----------------------------------------
Name
---------------------------------------
Title:
-------------------------------------
S-1
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 1998, before me, ________________________,
Notary Public, personally appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on
the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
--------------------------------------------
Signature
[SEAL]
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 1998, before me, _____________________,
Notary Public, personally appeared , personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on
the instrument the person, or the entity upon behalf of which the person
acted, executed the instrument.
WITNESS my hand and official seal.
--------------------------------------------
Signature
[SEAL]
S-2
SCHEDULE A
COPYRIGHT REGISTRATIONS
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Holdings Country of Registered Copyright Registration Date Registration Number
Registration
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COPYRIGHT APPLICATIONS
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Holdings Country of Application for Application Date Application Number
Application Copyright
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*Note: Reference Attached Form TX Applications, application number
to be provided upon receipt from Copyright Office.
A-1
