Copyright Security Agreement



 Exhibit 10.3 
  
 COPYRIGHT SECURITY AGREEMENT 
  
 (Copyright Registrations and Exclusive Copyright Licenses) 
  

WHEREAS, Education Management LLC (the “Company”), a Delaware limited liability company (herein referred to as the “Lien
Grantor”) owns, or in the case of licenses is a party to, the Copyright Collateral (as defined below); 
  
 WHEREAS, the Company, Education Management Holdings LLC (“Holdings”), Certain Subsidiaries of Holdings, as Guarantors, the Lenders party
thereto from time to time, Credit Suisse Securities (USA) LLC, as Syndication Agent, and BNP Paribas, as Administrative Agent and as Collateral Agent, and Merrill Lynch Corporation and Bank of America, N.A. as Documentation Agents are parties to a
Credit Agreement dated as of June 1, 2006 (as amended from time to time, the “Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined); and 
  
 WHEREAS, pursuant to (i) Pledge and Security Agreement dated as of
June 1, 2006 (as amended and/or supplemented from time to time, the “Security Agreement”) among the Company, the Grantors party thereto and BNP Paribas, as Collateral Agent for the Secured Parties referred to therein (in such
capacity, together with its successors in such capacity, the “Grantee”), and (ii) certain other Security Documents (including this Agreement), the Lien Grantor has guaranteed certain obligations of the Company and secured such
guarantee (the “Lien Grantor’s Secured Guarantee”) by granting to the Grantee for the benefit of such Secured Parties a continuing security interest in personal property of the Lien Grantor, including all right, title and
interest of the Lien Grantor in, to and under the Copyright Collateral (as defined below); 
  
 WHEREAS, the Lien Grantor has duly authorized the execution, delivery and performance of this Agreement; 
  
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to induce the Lenders to make
Loans and other financial accommodations to Company pursuant to the Credit Agreement, the Lien Grantor agrees, for the benefit of the Secured Parties as follows: 
  
 1. Grant of Security Interest. For the benefit of the Secured Parties to secure payment, performance and observance of the
Secured Obligations, the Lien Grantor pledges and grants to the Grantee, a continuing security interest in, and a right of set-off against, and agrees to assign, transfer and convey, upon demand made upon the occurrence and during the continuance of
an Event of Default without requiring further action by either party and to be effective upon such demand, all of the Lien Grantor’s right, title and interest in, to and under the following (all of the following items or types of property being
herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising: 
  
 (i) each Copyright owned by the Lien Grantor, including, without limitation, each Copyright registration or application therefor referred
to in Schedule 1 hereto; and 







 (ii) each exclusive Copyright License (as defined in the Security Agreement) to which the
Lien Grantor is a party, including, without limitation, each exclusive Copyright License identified in Schedule 1 hereto. 
  
 The Lien Grantor irrevocably constitutes and appoints the Grantee and any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full power and authority in the name of the Lien Grantor or in the Grantee’s name, from time to time, in the Grantee’s discretion, so long as any Event of Default shall have occurred and be continuing, to take
with respect to the Copyright Collateral any and all appropriate action which the Lien Grantor might take with respect to the Copyright Collateral and to execute any and all documents and instruments which may be necessary or desirable to carry out
the terms of this Copyright Security Agreement and to accomplish the purposes hereof. 
  
 Except to the extent expressly permitted in the Security Agreement or the Credit Agreement, the Lien Grantor agrees not to sell, license, exchange, assign or otherwise transfer or dispose of, or grant any rights with
respect to, or mortgage or otherwise encumber, any of the Copyright Collateral. 
  
 2. Purpose. This Agreement has been executed and delivered by the Lien Grantor for the purpose of recording the grant of security interest herein with the United States Copyright Office. The security interest granted
hereby has been granted to the Grantee in connection with the Security Agreement and is expressly subject to the terms and conditions thereof. The Security Agreement (and all rights and remedies of the Lenders thereunder) shall remain in full force
and effect in accordance with its terms. 
  
 3. Acknowledgement.
The foregoing security interest is granted in conjunction with the security interests granted by the Lien Grantor to the Grantee pursuant to the Security Agreement. The Lien Grantor acknowledges and affirms that the rights and remedies of the
Grantee with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which (including the remedies provided for therein) are incorporated by
reference herein as if fully set forth herein. In the event of any conflict between the terms of this Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern. 
  
 4. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings provided by reference in the Security Agreement. 
  
 5. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together constitute one and
the same original. 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective
officers as of the 1st day of June, 2006. 
  

									
	EDUCATION MANAGEMENT LLC
		
	By:	 	  
		 	Name:	 	J. Devitt Kramer
		 	Title:	 	Secretary
			
		 		 	Acknowledged:
			
		 		 	 BNP PARIBAS,
             as Collateral Agent

				
		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	


  

 3 








 Schedule 1 
 to Copyright 
 Security Agreement 
  
 EDUCATION MANAGEMENT LLC 
  
 COPYRIGHT REGISTRATIONS 
  

					
	 Registration No.
	  	 Registration Date
	  	 Title

	 TX-2-855-734
	  	 June 19, 1990
	  	 Your investment in education.

	 TX-2-858-624
	  	 June 18, 1990
	  	 Your complete guide to financial aid.

	 TX-3-018-358
	  	 June 25, 1990
	  	 Student financial planning training manual: v. 1.

	 TX-3-066-291
	  	 April 22, 1991
	  	 Your investment in education: a practical guide to financial planning.

	 TX-3-123-662
	  	 April 22, 1991
	  	 Your complete guide to financial aid.

	 TXu-424-572
	  	 June 25, 1990
	  	 Education Management Corporation student financial planning software.

	 TXu-816-222
	  	 September 8, 1997
	  	 New media information design.

	 TXu-869-508
	  	 August 19, 1998
	  	 New media information design.


  
 EXCLUSIVE COPYRIGHT
LICENSES 
  

							
	 Name of
Agreement
	 	 Parties
Licensor/Licensee
	 	 Date of
Agreement
	 	 Exclusively
Licensed
Copyright/s

	 None.
	 		 		 	

  

 4