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EXHIBIT 10.25
ASSIGNMENT OF COPYRIGHT AS COLLATERAL
FOR LINE OF CREDIT
AGREEMENT made this 26 day of January, 1998, by and between
Intervisual Books, Inc., a California corporation, hereafter referred to as
"Assignor," and Santa Xxxxxx Bank, a California corporation, hereafter referred
to as "Assignee."
RECITALS
1. Assignor is a company engaged in the business of creating and
producing a diversified line of pop-up, dimensional novelty items, including
books, game boards and playsets (collectively "Works").
2. Assignor is the owner of certain Works published by Assignor, and is
the owner of the copyrights on such Works, duly registered by the United States
Copyright Office ("Copyright Office"), as identified on the list attached hereto
as Exhibit "A" and incorporated herein by this reference.
3. At the time of the execution of this Assignment, Assignee has agreed
to extend a revolving line of credit in the sum of Two Million Dollars
($2,000,000.00) to Assignee, by Promissory Note of
even date hereof (the "Indebtedness").
4. To induce Assignee to extend the Indebtedness, Assignor has agreed to
assign the Works and copyrights thereof, identified on Exhibit "A" hereto, and
Works to be published during the term of the Indebtedness, as security for the
repayment of the Indebtedness.
NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, Assignor hereby agrees, as follows:
1. Recital Paragraphs 1 through 4, inclusive, are incorporated herein by
reference as though fully set forth in full.
2. Assignor hereby assigns to Assignee, and grants Assignee a security
interest in, all of Assignor's interest in the Works, and in the copyrights, as
identified on the list attached hereto as Exhibit "A", together with all rights
to secure renewals, reissues, and extensions of the copyrights, and all contract
rights thereto, as collateral for the Indebtedness.
3. Assignor hereby assigns to Assignee, and grants Assignee a security
interest in, all of Assignor's interest and rights in, and copyrights of, Works
to be created, produced and/or published by Assignee during the term of the
Indebtedness, and agrees as to each, as follows:
(a) Assignor will promptly register a copyright on each Work with the
Copyright Office;
(b) Assignor will notify Assignee in writing no later than the tenth
(10th) day after the end of each fiscal quarter, of any and all copyrights filed
with the Copyright Office during that fiscal
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quarter; and,
(c) Assignor will execute any and all documents that Assignee deems
necessary to file its security interest therein with the Copyright Office upon
request of Assignee at any time, including but not limited to requests as to
copyrights reported to Assignee at the end of each fiscal quarter.
4. Assignor hereby covenants, warrants, and represents to Assignee that:
(a) Assignor is the sole owner of and has the exclusive right to use the
Works and the copyrights identified in Exhibit "A" hereto, free and clear of any
liens, encumbrances, licenses, or claims of any nature, and has made no
agreement with respect to the Works or the copyrights that are in conflict with
this Agreement.
(b) Except as specified in Exhibit "A" hereto, no other copyright has
been effected, nor has any other registration relating to copyright protection
been made with respect to the Works identified on Exhibit "A" hereto.
(c) Assignor agrees to authorize and direct its agents, representatives,
employees, successors-in-interest, and assigns to make and execute any
instrument and perform any legal act that Assignee may think necessary to secure
the copyrights, or any renewal or extension of the copyrights.
(d) Each of the covenants contained in this Paragraph 4 shall be deemed
to be a separate covenant, representation, and warranty.
AGREED TO AND EXECUTED BY THE PARTIES at Santa Monica, California, on
January 26, 1998.
INTERVISUAL BOOKS, INC.,
a California corporation
By: /s/ XXXXX X. XXXX
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XXXXX X. XXXX
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
SANTA XXXXXX BANK, a
California banking
corporation
By: /s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
SENIOR VICE PRESIDENT
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