Copyright Security Agreement - SAVVIS Communications International Inc. and General Electric Capital Corp.
COPYRIGHT SECURITY AGREEMENT
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(Savvis Communications International, Inc.)
THIS COPYRIGHT SECURITY AGREEMENT ("Agreement") is between Savvis
Communications International, Inc., a Delaware corporation ("Debtor"), and
General Electric Capital Corporation, a Delaware corporation, as Agent for
itself and other Lessors from time to time party to the Restated Lease Agreement
as defined below (in such capacity, together with its successors and assigns in
such capacity, "Secured Party"), and as Lessor pursuant to that certain Amended
and Restated Lease Agreement dated as of March 8, 2002 (as the same may be
amended, modified, supplemented, renewed, extended or restated from time to
time, the "Restated Lease Agreement") among Savvis Communications Corporation, a
Delaware corporation, and Secured Party.
R E C I T A L S:
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A. Debtor and Secured Party have entered into that certain Security
Agreement dated as of March 18, 2002 (as the same may be amended, modified,
supplemented, renewed, extended or restated from time to time, the "Security
Agreement"; all terms defined in the Security Agreement, wherever used herein,
shall have the same meanings herein as are prescribed by the Security
Agreement).
B. Pursuant to the terms of the Security Agreement, Debtor has granted
to Secured Party a lien and security interest in all General Intangibles of
Debtor including, without limitation, all of Debtor's right, title, and interest
in, to and under all now owned and hereafter acquired Copyrights and Copyright
Licenses, and all products and Proceeds thereof, to secure the payment of the
Obligations (as defined in the Restated Lease Agreement).
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Debtor hereby grants to Secured
Party a lien and continuing security interest in all of Debtor'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 presently existing or hereafter created or acquired, and
such grant insofar as it applies to Collateral covered by the Master Lease
Agreement (as defined in the Restated Lease Agreement), is in confirmation of
the existing and continuing Lien and security interest granted under the Master
Lease Agreement:
(1) each Copyright, each registration of a Copyright
("Copyright Registration"), and each application for registration of a
Copyright ("Copyright Application"), including, without limitation,
each Copyright, Copyright Registration, and Copyright Application
referred to in Schedule 1 annexed hereto;
(2) each Copyright License, including, without limitation,
each Copyright License referred to in Schedule 1 annexed hereto; and
(3) all products and Proceeds of the foregoing, including,
without limitation, any claim by Debtor against third parties for past,
present, or future infringement or breach of any Copyright, Copyright
Registration, Copyright Application, or Copyright License, including,
without limitation, any Copyright, Copyright Registration, or Copyright
License listed in Schedule 1 annexed hereto, and any Copyright
Registration issued pursuant to a Copyright Application referred to in
Schedule 1 annexed hereto.
COPYRIGHT SECURITY AGREEMENT
(Savvis Communications International, Inc.) - Page 1
<PAGE>
The lien and security interest contained in this Agreement is granted in
conjunction with the liens and security interests granted to Secured Party
pursuant to the Security Agreement.
Debtor hereby acknowledges and affirms that the rights and remedies of
Secured Party with respect to the liens and security interests in the Copyright
Collateral made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein.
COPYRIGHT SECURITY AGREEMENT
(Savvis Communications International, Inc.) - Page 2
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IN WITNESS WHEREOF, Debtor has caused this Agreement to be duly
executed by its duly authorized officer as of the date written above.
DEBTOR:
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SAVVIS COMMUNICATIONS INTERNATIONAL,
INC., a Delaware corporation
By: /s/ David J. Frear
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Name: David J. Frear
Title: President
SECURED PARTY:
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GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation, as Agent
By: /s/ Robert Wotten
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Name: Robert Wotten
Title: Vice President
COPYRIGHT SECURITY AGREEMENT
(Savvis Communications International, Inc.) - Page 3
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ACKNOWLEDGMENT
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STATE OF Virginia )
)
COUNTY OF Fairfax )
This instrument was acknowledged before me this 13th day of March,
2002, by David J. Frear, as President of Savvis Communications International,
Inc., a Delaware corporation, on behalf of such corporation.
/s/ Tracey Guyan
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{Seal} Notary Public in and for the State of
Virginia
My commission expires: 8/31/03
STATE OF Connecticut )
)
COUNTY OF Fairfield )
This instrument was acknowledged before me this 15th day of March,
2002, by Robert Wotten, as Vice President of General Electric
Capital Corporation, a Delaware corporation, as Agent, on behalf of such
corporation.
/s/ Delythe Eugenie Lowry
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{Seal} Notary Public in and for the State of
Connecticut
My commission expires: 8/31/05
COPYRIGHT SECURITY AGREEMENT
(Savvis Communications International, Inc.) - Page 4
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Schedule 1
to
Copyright Security Agreement
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COPYRIGHTS
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None.
COPYRIGHT LICENSES
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None.
COPYRIGHT SECURITY AGREEMENT
(Savvis Communications International, Inc.) - Page 5