the Collateral 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 Collateral
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 or the Intercreditor
Agreement, the provisions of the Pledge and Security Agreement or the
Intercreditor Agreement, as applicable, shall control.
SECTION 4.
Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
(INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW
ARISING OUT OF THE SUBJECT MATTER HEREOF) SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF THAT WOULD RESULT IN THE
APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK (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]
EXHIBIT E-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.
[NAME OF GRANTOR]
By:
Name:
Title:
[ADD SIGNATURE BLOCKS FOR ANY OTHER GRANTORS]
EXHIBIT E-3
Accepted and Agreed:
Wilmington Trust, National Association, as Collateral Agent
By:
Name:
Title:
EXHIBIT E-4
SCHEDULE A
to
COPYRIGHT SECURITY AGREEMENT
COPYRIGHT REGISTRATIONS AND APPLICATIONS
Title
Application No.
Filing Date
Registration No.
Registration
Date
EXCLUSIVE COPYRIGHT LICENSES
Description of Copyright
License
Name of Licensor
Registration Number of
underlying Copyright
EXHIBIT E-5
EXHIBIT I TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT
[RESERVED]
EXHIBIT I-1
EXHIBIT J TO
FIRST LIEN CREDIT AND GUARANTY AGREEMENT
LANDLORD PERSONAL PROPERTY COLLATERAL ACCESS AGREEMENT
[Provided under separate cover]
EXHIBIT J-1
WAIVER AND CONSENT BY REAL PROPERTY OWNER
THIS WAIVER AND CONSENT (this "Agreement") is made and entered into on
August 18, 2014 between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national
banking association, as collateral agent for the Secured Parties (as defined in
the Intercreditor Agreement referred to below) (in such capacity, together with
its successors and assigns in such capacity, "Agent") and TYE DEVELOPMENT
COMPANY, LLC, a Virginia limited liability company ("Owner"), and affects that
real property in Fairfax County, Virginia, commonly known as 1750 Tysons
Boulevard, Tysons Corner, Virginia 22102 (hereinafter referred to as "the Real
Property").
WHEREAS,