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Title:

Entities:

Nutri System Inc; Overstock.com, Inc.

Date:

2004

Size:

Preview shows 15KB of 39KB total

Price:

$35

ID:

#1671966

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COPYRIGHT SECURITY AGREEMENT

by and between

OVERSTOCK.COM, INC.,

as Grantor

and

WELLS FARGO FOOTHILL, INC.,

as Lender

Dated as of May 6, 2004

Table of Contents

Section			Page
PARTIES			1
PRELIMINARY STATEMENTS			1
	1.	Grant of Security	1
	2.	Security for Obligations	1
	3.	The Grantor Remains Liable	2
	4.	Representations and Warranties	2
	5.	Further Assurances	4
	6.	Transfers and Other Liens	5
	7.	The Lender Appointed Attorney-in-Fact	5
	8.	The Lender May Perform	6
	9.	The Lender's Duties	6
	10.	Remedies	6
	11.	Indemnity and Expenses	7
	12.	Amendments, Waivers, Etc	7
	13.	Addresses for Notices	7
	14.	Continuing Security Interest; Assignments Under the Loan Agreement	7
	15.	Release and Termination	8
	16.	Governing Law; Terms	8
	17.	Consent to Jurisdiction	8
	18.	Waiver of Jury Trial	8
	19.	Severability	9
	20.	Supplement to Loan Agreement	9
	21.	Section Headings	9
	22.	Integration	9

Schedule ICopyrights and Copyright Registrations

Schedule IIExclusive Licenses

THIS COPYRIGHT SECURITY AGREEMENT (this "Agreement"), dated as of May 6, 2004, is entered into by and between OVERSTOCK.COM, INC., a Delaware corporation (the "Grantor"), and WELLS FARGO FOOTHILL, INC., a California corporation, as lender (the "Lender") under the Loan Agreement (as hereinafter defined).

PRELIMINARY STATEMENTS

(1) The Grantor has entered into a Loan and Security Agreement, dated as of May 6, 2004 (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), with the Lender. (Capitalized terms used herein but not defined shall have the meanings given them in the Loan Agreement, and the rules of construction set forth in Section 1.4 of the Loan Agreement shall apply hereto.)

(2) It is a condition precedent to the making of the initial Advance by the Lender under the Loan Agreement (or any other extension of credit provided for thereunder) that the Grantor shall have granted the security interests contemplated by this Agreement.

NOW, THEREFORE, in consideration of the premises and in order to induce the Lender to make the initial Advance (or otherwise extend credit) under the Loan Agreement, and subject to the terms of the Loan Agreement, the Grantor hereby agrees with the Lender for its benefit and the benefit of its Affiliates (the Lender and its Affiliates collectively referred to herein as the "Secured Parties") as follows:

SECTION 1. Grant of Security. The Grantor hereby grants to the Lender for its benefit and the ratable benefit of the other Secured Parties a continuing security interest in the Grantor's right, title and interest in and to all currently existing and hereafter acquired or arising Copyright Collateral (as defined below) in order to secure the Secured Obligations (as defined below). The Lender's Liens in and to the Copyright Collateral shall attach to all Copyright Collateral without further act on the part of Lender or Grantor. For the purposes of this Agreement, "Copyright Collateral" shall mean all of Grantor's right, title and interest in and to:

(a) All registered and unregistered works of authorship, copyrights and copyright registrations, and any renewals thereof, including (i) the right to sue or otherwise recover for any and all past, present and future infringements and misappropriations thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past or future infringements thereof), and (iii) all rights corresponding thereto throughout the world and all other rights of any kind whatsoever of the Grantor accruing thereunder or pertaining thereto (collectively, the "Copyrights"). For the purposes of this Agreement, the Copyrights shall include each copyright and application identified in Schedule I attached hereto and made a part hereof (which the Grantor may amend from time to time, provided that notice and copies thereof are promptly provided to the Lender).

(b) All license agreements with any other Person in connection with any of the Copyrights or such other Person's copyrights, whether the Grantor is a licensor or licensee under any such license agreement, subject, in each case, to the terms of such license agreements, including, terms requiring consent to a grant of a security interest, and any right to prepare for sale, sell and advertise for sale, all Inventory (as defined in the Loan Agreement) now or hereafter owned by the Grantor and now or hereafter covered by such licenses (collectively, the "Licenses"). For the purposes of this Agreement, the Licenses shall include the exclusive license agreements listed on Schedule II attached hereto and made a part hereof (which the Grantor may amend from time to time, provided that notice and copies thereof are promptly provided to the Lender).

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