FIRST LIEN TRADEMARK SECURITY AGREEMENT

Exhibit 10.69

EXECUTION VERSION

FIRST LIEN TRADEMARK SECURITY AGREEMENT

FIRST LIEN TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of February 7, 2014, made by each of the Persons listed on the signature pages hereto (collectively, the “Grantors”), in favor of Barclays Bank PLC, as Collateral Agent for the Lenders (in such capacity, together with its successors in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, pursuant to the First Lien Guarantee and Collateral Agreement, dated as of the date hereof (the “Guarantee and Collateral Agreement”), among SFX Entertainment, Inc. (the “Borrower”), the grantors party thereto, and the Collateral Agent, the Grantors are required to execute and deliver this Agreement; and

WHEREAS, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guarantee and Collateral Agreement and the rules of construction and other interpretive provisions specified in Section 1.02 of the Credit Agreement shall apply to this Agreement.

Accordingly, the Grantors and the Collateral Agent agree as follows:

SECTION 1. Grant of Security.  Each Grantor hereby grants to the Collateral Agent for the ratable benefit of the Secured Parties a continuing security interest in all of such Grantor’s right, title and interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor and wherever located or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):

(a) each Trademark, including, without limitation, each registered and applied for United States Trademark and all goodwill associated with or symbolized by each Trademark listed on Schedule A hereto; and

(b) all proceeds of and revenues from the foregoing, including, without limitation, all proceeds of and revenues from any claim by such Grantor against third parties for past, present or future unfair competition with, or violation of intellectual property rights in connection with or injury to, or infringement or dilution of, any Trademark owned by such Grantor (including, without limitation, any United States Trademark identified in Schedule A hereto).

SECTION 2. Security for Obligations.  The grant of a security interest in the Collateral by each Grantor under this Agreement secures the payment and performance of all Obligations of such Grantor now or hereafter existing under the Guarantee and Collateral Agreement.

SECTION 3. Recordation.  Each Grantor authorizes and requests that the Commissioner for Trademarks at the United States Patent and Trademark Office record this Agreement.

SECTION 4. Grants, Rights and Remedies.  This Agreement has been entered into in conjunction with the provisions of the Guarantee and Collateral Agreement.  Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Guarantee and Collateral Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.  In the event of any conflict between the terms of this Agreement and the terms of the Guarantee and Collateral Agreement, the terms of the Guarantee and Collateral Agreement shall govern.

SECTION 5. Counterparts.  This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy or other electronic means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 6. Governing Law.  This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the Law of the State of New York.

SECTION 7. Severability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

[Remainder of the page intentionally left blank]

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IN WITNESS WHEREOF, each Grantor has duly executed this Agreement as of the day and year first above written.

	SFX-LIC OPERATING LLC
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxx
		Title:	Chief Financial Officer

First Lien Trademark Security Agreement

	BEATPORT, LLC
	/s/ Xxxxxxx Xxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxx
	Title:	Chief Financial Officer

First Lien Trademark Security Agreement

	MADE EVENT, LLC
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxx
		Title:	Chief Financial Officer

First Lien Trademark Security Agreement

	SFX MARKETING LLC
	By:	/s/ Xxxxxxx Xxxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxxx
		Title:	Chief Financial Officer

First Lien Trademark Security Agreement

ACKNOLEDGED AND AGREED:
BARCLAYS BANK PLC, as Collateral Agent
By	/s/ Xxxxx Xxxxxx
	Name:	Xxxxx Xxxxxx
	Title:	Director

First Lien Trademark Security Agreement

SCHEDULE A
TO
TRADEMARK SECURITY AGREEMENT

U.S. Federal Trademark Registrations

TRADEMARK		APPLICATION NO. AND DATE		REGISTRATION NO. AND DATE		STATUS		OWNER
WORLD’S LARGEST PAINT PARTY		85/240,789 2/11/2011		4,051,072 11/1/2011		Registered		SFX-LIC Operating LLC
STATE OF EMERGENCY		85/601,379 4/18/2012		4,253,706 12/4/2012		Registered		SFX-LIC Operating LLC
CAN’T STOP THE STATE		85/601,397 4/18/2012		4,253,707 12/4/2012		Registered		SFX-LIC Operating LLC
RMF		85/601,420 4/18/2012		4,253,709 12/4/2012		Registered		SFX-LIC Operating LLC
LIFE IN COLOR		85/638,822 5/30/2012		4,429,570 11/5/2013		Registered		SFX-LIC Operating LLC

U.S. Federal Trademark Applications

TRADEMARK		APPLICATION NO. AND DATE		OWNER
DANCEGIVING SAVE ROOM FOR THE MUSIC		85/479,845 11/23/2011		SFX-LIC Operating LLC
I AM THANKFUL FOR MUSIC		85/479,913 11/23/2011		SFX-LIC Operating LLC
RIVALRY MUSIC FESTIVAL		85/601,439 4/18/2012		SFX-LIC Operating LLC
BEYONDGLOW		85/613,814 5/1/2012		SFX-LIC Operating LLC
PAINTOPIA		85/943,432 05/28/2013		SFX-LIC Operating LLC
LIFE IN COLOR		85/884,181 3/22/2013		SFX-LIC Operating LLC
WORLD’S LARGEST PAINT PARTY		85/884,227 3/22/2013		SFX-LIC Operating LLC
I GO HARD IN THE PAINT		86/029,879 8/6/2013		SFX-LIC Operating LLC

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U.S. Federal Trademark Registrations

TRADEMARK		APPLICATION NO. AND DATE		REGISTRATION NO. AND DATE		STATUS		OWNER
BASEWARE		78/753,029 11/14/2005		3,158,076 10/17/2006		Registered		BEATPORT, LLC
BEATBOT		85/485860 12/2/2011		4,185,671 8/7/12		Registered		BEATPORT, LLC
BEATPORT		76/518,151 5/30/2003		2,985,842 8/16/2005		Registered		BEATPORT, LLC
BEATPORT MIX		85/152,799 10/14/2010		4,040,816 10/18/2011		Registered		BEATPORT, LLC
BEATPORT MIX & Design		85/153,116 10/14/2010		4,040,817 10/18/2011		Registered		BEATPORT, LLC
BEATPORT SOUNDS		85/396,844 8/12/2011		4,293,035 2/19/2013		Registered		BEATPORT, LLC
BEATPORTAL & Design		77/198,205 6/5/2007		3,425,679 5/13/2008		Registered		BEATPORT, LLC
BEATSOURCE		77/20118,769 2/28/2007		3,524,861 10/28/2008		Registered		BEATPORT, LLC

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TRADEMARK

APPLICATION NO. AND DATE

REGISTRATION NO. AND DATE

STATUS

OWNER

GET DOWN Logo

78/755,864 11/17/2005

3,210,719 2/20/2007

Registered

BEATPORT, LLC

LOG ON. GET DOWN.

76/627,972 1/13/2005

3,058,549 2/14/2006

Registered

BEATPORT, LLC

MASHBOX

85/343,701 6/10/2011

4,211,125 9/18/2012

Registered

BEATPORT, LLC

MY BEATPORT

85/332,533 5/27/2011

4,163,489 6/26/2012

Registered

BEATPORT, LLC

PLAY WITH MUSIC

85/204,693 12/23/2010

4,119,425 3/27/2012

Registered

BEATPORT, LLC

PROMOONE

78/737,889 10/21/2005

3,145,372 9/19/2006

Registered

BEATPORT, LLC

SOUNDMAIL & Design

77/157,863 4/16/2007

3,380,595 2/12/2008

Registered

BEATPORT, LLC

PLAY WITH MUSIC

85/605,758 4/23/2012

4,451,997 12/17/2013

Registered

BEATPORT, LLC

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U.S. Federal Trademark Applications

TRADEMARK		APPLICATION NO. AND DATE		OWNER
BEATPORT		85/711,666 8/23/2012		BEATPORT, LLC
BASEWARE DISTRIBUTION		85/422,724 9/14/2011		BEATPORT, LLC
BEATPORT PRO		85/455,915 10/25/2011		BEATPORT, LLC
BEATPORT (stylized) & Design		85/920,281 5/1/2013		BEATPORT, LLC
BEATPORT LOUNGE		85/959,355 6/13/2013		BEATPORT, LLC
BEATPORT PLAY (stylized) & Design		85/919,987 5/1/2013		BEATPORT, LLC
SOUNDS TO SAMPLE		85/954,236 6/7/2013		BEATPORT, LLC
WE KNOW THE FEELING		86/060,932 9/10/2013		BEATPORT, LLC
BEATPORT AMPLIFY		86/080,058 10/1/2013		BEATPORT, LLC

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U.S. Federal Trademark Registrations

TRADEMARK		APPLICATION NO. AND DATE		REGISTRATION NO. AND DATE		STATUS		OWNER
ELECTRIC ZOO (word xxxx)		85/936,625 5/20/2013		4,447,907 12/10/2013		Registered		MADE EVENT, LLC
ELECTRIC ZOO (design)		77/711,013  4/9/2009		3,747,742 2/9/2010		Registered		MADE EVENT, LLC
Made (design)		77/565,155 9/8/2008		3,605,821 4/14/2009		Registered		MADE EVENT, LLC

U.S. Federal Trademark Applications

TRADEMARK		APPLICATION  NO. AND DATE		OWNER
MADE (word xxxx)		85/922,887 5/3/2013		MADE EVENT, LLC
ELECTRIC ZOO (word xxxx)		85/923,072 5/3/2013		MADE EVENT, LLC
ELECTRIC ZOO (word xxxx)		85/925,263 5/7/2013		MADE EVENT, LLC
MADE (word xxxx)		85/936,974 5/20/2013		MADE EVENT, LLC
ELECTRIC BOO		86/144,558 12/16/2013		MADE EVENT, LLC

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TRADEMARK		APPLICATION  NO. AND DATE		OWNER
SUNDAY SCHOOL		86/144,746 12/16/2013		MADE EVENT, LLC
SUNDAY SCHOOL		86/144,819 12/16/2013		MADE EVENT, LLC

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U.S. Federal Trademark Registrations

TRADEMARK		APPLICATION NO. AND DATE		REGISTRATION NO. AND DATE		STATUS		OWNER
FAME HOUSE		85/571,597 3/16/2012		4,241,401 11/13/2012		Registered		SFX MARKETING LLC

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