and termination of the Pledge and Security Agreement,
the Collateral Agent shall execute, acknowledge and deliver to the Grantors a
written instrument in recordable form releasing the collateral pledge, grant,
assignment, lien and security interest in the Copyright Collateral under this
Agreement.
SECTION 5.
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 GRANTED HEREBY).
SECTION 6.
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 D-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:
EXHIBIT D-3
Accepted and Agreed:
PNC BANK, NATIONAL ASSOCIATION,
as Collateral Agent
By:
Name:
Title:
EXHIBIT D-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 D-5
EXHIBIT J TO
REVOLVING CREDIT AND GUARANTY AGREEMENT
MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING TO BE PROVIDED SEPARATELY
[See attached]
EXHIBIT J -1
RECORDING REQUESTED BY:
Blank Rome LLP
AND WHEN RECORDED MAIL TO:
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Attn: Steven A. Shoumer, Esq.
Re: [NAME OF MORTGAGOR]
Location: [PROPERTY]
Municipality:
County:
State:
Space above this line for recorder's use only
[LEASEHOLD]1 MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS
AND LEASES AND FIXTURE FILING
This MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE
FILING, dated as of
(as it may be amended, supplemented
or otherwise modified from time to time, this "Mortgage"), by and from [NAME OF
MORTGAGOR], a [
], with an address at
[
] ("Mortgagor") to
PNC BANK, NATIONAL ASSOCIATION, with an address at
[
], as Administrative Agent and
Collateral Agent for the benefit of the Secured Parties (in such capacity,
together with its successors and assigns, "Mortgagee").
RECITALS:
WHEREAS, reference is made to that certain Revolving Credit and Guaranty
Agreement, dated as of November 1, 2017 (as it may be amended, amended and
restated, restated, replaced, supplemented or otherwise modified, the "Credit
Agreement"), entered into by and among FAIRMOUNT SANTROL INC., a Delaware
corporation ("Borrower"), FMSA INC., a Delaware