Exhibit 4.27

 

COPYRIGHT SECURITY AGREEMENT

 

This COPYRIGHT SECURITY AGREEMENT, dated as of May 20, 2016 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made by the entities identified as grantors on the signature pages hereto (collectively, the “Grantors”) in favor of JPMORGAN CHASE BANK, N.A., as notes security agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Security Agent”).

 

WHEREAS, the Grantors are party to a Notes Pledge and Security Agreement dated as of the date hereof (the “Pledge and Security Agreement”) between each of the Grantors and the other grantors party thereto and the Security Agent pursuant to which the Grantors granted a security interest to the Security Agent in the Copyright Collateral (as defined below) and are required to execute and deliver this Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Grantors hereby agree with the Security Agent as follows:

 

SECTION 1.                         Defined Terms

 

Unless otherwise defined herein, terms defined in the Pledge and Security Agreement and used herein have the meaning given to them in the Pledge and Security Agreement.

 

SECTION 2.                         Grant of Security Interest

 

Each Grantor hereby grants to the Security Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the following, in each case whether now or hereafter existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (collectively, the “Copyright Collateral”):

 

(a)           all United States, and foreign copyrights, including but not limited to copyrights in software and databases, and all Mask Works (as defined under 17 U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, and, with respect to any and all of the foregoing:  (i) all registrations and applications therefor including, without limitation, the registrations and applications listed on Schedule A hereto, (ii) all extensions and renewals thereof, (iii) all rights corresponding thereto throughout the world, (iv) all rights to sue or otherwise recover for past, present and future infringements thereof, and (v) all Proceeds of the foregoing, including, without limitation, license fees, royalties, income, payments, claims, damages and proceeds of suit; and

 

(b)           any and all agreements, licenses and covenants providing for the granting of any exclusive right to such Grantor in or to any registered Copyright including, without limitation, each agreement listed in Schedule A hereto, and the right to sue or otherwise recover for past, present and future infringements thereof, and all Proceeds of the foregoing, including without limitation license fees, royalties, income, payments, claims, damages and proceeds of suit.

 











 

SECTION 3.                         Pledge and Security Agreement

 

The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Security Agent for the Secured Parties pursuant to the Pledge and Security Agreement, and the Grantors hereby acknowledge and affirm that the rights and remedies of the Security Agent with respect to the security interest in the Copyright Collateral made and granted hereby are more fully set forth in the Pledge and Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.  In the event that any provision of this Agreement is deemed to conflict with the Pledge and Security Agreement, the provisions of the Pledge and Security Agreement shall control.

 

SECTION 4.                         Governing Law

 

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY OTHER LAW (OTHER THAN ANY MANDATORY PROVISIONS OF LAW RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

 

SECTION 5.                         Counterparts

 

This Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

 

[Remainder of page intentionally left blank]

 

2











 

IN WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

 

	
 
    	
CEQUEL COMMUNICATIONS, LLC
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Craig L.   Rosenthal
    
	
 
    	
 
    	
Name: Craig L. Rosenthal
    
	
 
    	
 
    	
Title: Senior Vice President and General   Counsel and Secretary
    


 

[Signature Page to Copyright Security Agreement]

 











 

Accepted and Agreed:

 

JPMORGAN CHASE BANK, N.A.,
 as the Security Agent

 

 

	
By:
    	
/s/ Tina Ruyter
    	
 
    
	
 
    	
Name: Tina Ruyter
    
	
 
    	
Title: Executive Director
    


 

[Signature Page to Copyright Security Agreement]

 











 

SCHEDULE A
  to
  COPYRIGHT SECURITY AGREEMENT

 

COPYRIGHT REGISTRATIONS AND APPLICATIONS

 

	
Title
    	
 
    	
Registration No.
    
	
Am Different :120, I.
    	
 
    	
PA0001650802
    
	
Am Different :120, II.
    	
 
    	
TX0006998644
    
	
I Am Different :60, I
    	
 
    	
PA0001650797
    
	
I Am Different :60, I
    	
 
    	
TX0006998641
    


 









 



 

Copyright Office Receipt No.  1-1LI7OHM

 

Re:  Material for filing with the US Copyright Office

 

To:          Register of Copyrights, US Copyright Office

 

From:  National Corporate Research, Ltd.
 Contact Name:  Andy Hackett Telephone:  866-670-3558

 

	
Document Type:
    	
Document Cover Sheet
    
	
Processing   Requested:
    	
Regular
    
	
Total   Items Enclosed:
    	
1
    


 

Item Detail:  “Am Different :120, 1.” and 3 other titles

 

1.              One (1) Copyright Security Agreement by and between Cequel
 Communications, LLC and in favor of JPMorgan Chase Bank, N.A. and
 Second Party and dated May 20, 2016.

 

For additional Information or questions, please contact:  See Cover Letters

 

Delivery upon Completion of Processing:  As indicated on application or cover sheet

 

Attached filing(s) submitted to the US Copyright Office by Taylor C. Lewis

 

	
 
    	
/s/ Taylor C.   Lewis
    


 











 



 

	
Received
    	
 
    	
 
    	
Services
    
	
Form(s):
    	
2DCS
    	
o
    	
Search Report
    
	
Deposit Count:
    	
 
    	
o
    	
Search
    
	
Piece to Count:
    	
 
    	
o
    	
Retrieval
    
	
Type of Deposit:
    	
 
    	
o
    	
Correspondence
    
	
Other Enclosures:
    	
 
    	
o
    	
Inspection
    
	
Title:
    	
AM DIFFERENT:  120, I 
    	
o
    	
Photocopies
    
	
# Additional Titles:
    	
 
    	
o
    	
Additional Certificate
    
	
Priority:
    	
 
    	
o
    	
Certification
    
	
# of Documents:
    	
1
    	
o
    	
Secure Test Exam
    
	
 
    	
 
    	
Other:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Received From:
    	
National Corporate Research, Ltd.
    	
Phone:
    	
0-
    
	
 
    	
1025 Vermont Avenue, NW
    	
 
    	
 
    
	
 
    	
Suite 1130
    	
 
    	
 
    
	
 
    	
Washington DC 20005
    	
 
    	
 
    
	
 
    	
United States
    	
 
    	
 
    
	
Representing:
    	
 
    	
Phone:
    	
0-
    
	
 
    	
 
    
	
Correspondence ld:
    	
 
    
	
 
    	
 
    
	
Fees
    	
 
    	
Method of Payment
    	
Amount
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
No Fee:
    	
o
    	
 
    	
Check:
    	
CK#22902, $140.00
    
	
Fee to be Determined:
    	
o
    	
 
    	
Money Order:
    	
 
    
	
Base Fee:
    	
$140.00
    	
Deposit Account:
    	
 
    
	
Special Handling Fee:
    	
$
    	
Deposit Account Name:
    	
 
    
	
Secure Test Exam Fee:
    	
$
    	
 
    	
 
    
	
Total due:
    	
$140.00
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Total Payment:
    	
$
    	
140.00
    	
 
    
	
Notes:
    
	
 
    
	
 
    
	
 
    	
 
    	
Received By:       TLEW
    
											


 

Receipt of material is merely a preliminary step in the registration and/or recordation process.  It does not imply that any final determination has been made in the case, or that the material is acceptable for registration.

 

Official action on an application for copyright registration or a document for recordation can be taken only after there has been a full examination of the claim following regular Copyright Office procedures.  We are glad to discuss questions Involving copyright registration on the telephone or in person-to-person conversations.  However, all statements made during these exploratory discussions must be considered provisional, and are not binding either upon the applicant or upon the Office.

 

This receipt acknowledges delivery of the material to the Copyright Office on the date indicated.  When multiple claims are submitted by or on behalf of the same remitter, however, only one receipt will be provided.  If you are submitting multiple claims, only one title will appear on the receipt.