Common use of Copyrights and Trademarks Clause in Contracts

Copyrights and Trademarks. (a) Within sixty (60) days after the initial release or broadcast of each Item of Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or (ii) acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register such copyright or trademark, service xxxx, trade name or service name, in the name of such Credit Party (subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent for the benefit of itself and the Lenders to the extent such copyright, trademark or service xxxx would be included as Collateral hereunder) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license of any Credit Party with respect to (i) the copyright relating to Items of Product in which such Credit Party is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxx, trade name or service name which such Credit Party acquires, and promptly record if such interest may be registered with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments of ownership or documents evidencing such exclusive license at the United States Copyright Office or the United States Patent and Trademark Office and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights.

Copyrights and Trademarks. (a) Within sixty As soon as practicable (60) but, in the case of an item of Product, in no event later than 60 days after the initial release or broadcast of each Item such item of ProductProduct and in the case of a screenplay, in no event later than 5 days prior to payment by any Credit Party for any portion of the cost of the item of Product to be based on such screenplay), to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein(other than with respect to rights in items of Product that are acquired pursuant to (x) any License Agreement under which the aggregate amount required to be paid in respect of such License Agreement is less than $250,000, (y) any License Agreement with a term of less than three (3) months or (iiz) acquires any material U.S. License Agreements under which the aggregate amounts previously paid to acquire such rights which are allocable to unexpired license periods are less than $10,000,000 (it being understood that amounts paid under a License Agreement shall be allocated on a straight line basis over the relevant license term of such License Agreement), in which instance the applicable Credit Party shall use prudent business judgment as to whether or foreign trademarknot to register such rights), service xxxx, trade name or service name, such the applicable Credit Party shall take any and all actions necessary to register the copyright for such copyright item of Product or trademark, service xxxx, trade name or service namescreenplay, in the name of such Credit Party (subject, in the case of the Credit Parties, subject to a Lien in favor of the Administrative Agent for the benefit of itself itself, the Issuing Bank and the Lenders pursuant to the extent such copyright, trademark or service xxxx would be included as Collateral hereunderCopyright Security Agreement) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly immediately deliver to the Administrative Agent Agent: (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, Agreement and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademarkitem, executed by all of the Credit Parties. (b) As soon as any Credit Party acquires any trademark (other than any rights which any Credit Party may have in and to the "Hallmark" and "Odyssey" trademarks), service xxxxmarx, trade xrade name or service name, executed by the applicable Credit Party shall take any and all actions necessary to register such trademark, service marx, xrade name or service name, in the name of such Credit Party; provided that Party (subject to a Lien in favor of the Agent for the benefit of itself, the Issuing Bank and the Lenders pursuant to the Trademark Security Agreement) in conformity with the laws of the United States and such other jurisdictions as the Agent may reasonably specify, and immediately deliver to the Agent: (x) written evidence of the registration shall only be required for foreign copyrights, copyrightable interests, of any and all such trademarks, service marks, trade names or service names upon for inclusion in the reasonable request Collateral under this Credit Agreement and (y) a Trademark Security Agreement relating to such trademark, service marx, xrade name or service name, executed by all of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsCredit Parties. (bc) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items items of Product in which such Credit Party is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxxmarx, trade xrade name or service name which such Credit Party acquires, and promptly record if such interest may be registered with instruments of transfer on the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments of ownership or documents evidencing such exclusive license at the United States Copyright Office Register or the United States Patent and Trademark Office Register and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsspecify.

Copyrights and Trademarks. (a) Within sixty thirty (6030) days after the initial release or broadcast of each Item of Product, to the extent any member of the Credit Party (i) Group is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or (ii) any member of the Credit Group acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register the copyright for such copyright Item of Product or such trademark, service xxxx, trade name or service name, in the name of such member of the Credit Party (Group subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent for the benefit of itself itself, the Issuing Bank and the Lenders pursuant to the extent such copyright, trademark or service xxxx would be included as Collateral hereunderCopyright Security Agreement and the Trademark Security Agreement) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright item or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any member of the Credit Party Group with respect to (i) the copyright relating to Items of Product in which such member of the Credit Party Group is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxx, trade name or service name which such member of the Credit Party Group acquires, and promptly record if such interest may be registered with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments instruments of ownership or documents evidencing such exclusive license at transfer on the United States Copyright Office Register or the United States Patent and Trademark Office Register and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsspecify.

Copyrights and Trademarks. (a) Within As soon as practicable but no later than sixty (60) days after (i) the (x) the initial release of a Picture or (y) in the case of a Program or other Item of Product, the initial broadcast or streaming of each the final episode of a “season” or production cycle for such Program or other Item of Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or and (ii) any Credit Party acquires any material U.S. trademark, trade name, service xxxx or foreign service name, in each case of clauses (i) and (ii) above, take any and all actions necessary to register the copyright for, or such other copyrightable interest in, such Item of Product, or such trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register such copyright or trademark, service xxxx, trade name or service namerespectively, in the name of such Credit Party (subject, in the case of the Credit Parties, subject to a Lien in favor of the Administrative Agent (for the benefit of itself and the Lenders Secured Parties) pursuant to the extent such copyright, trademark or service xxxx would be included as Collateral hereunderCopyright Security Agreement and a Trademark Security Agreement) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent Agent, if not previously delivered, (x) written evidence of the submission for registration and subsequently of registration of any and all such copyrights and trademarks copyrights, trademark, service xxxx, trade name or service name of the Credit Parties for inclusion in the Collateral under this Credit AgreementCollateral, and (y) a Copyright Security Agreement Supplement relating to such copyright or such other copyrightable interest or a Trademark Security Agreement relating to such copyright or such trademark, trade name, service xxxx, trade name xxxx or service name, in each case, executed by such the relevant Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsParties. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items of Product in which such Credit Party is not entitled to be the initial copyright proprietor owns a copyrightable interest and (ii) any trademark, trade name, service xxxx, trade name xxxx or service name which such Credit Party acquires, and promptly record record, or cause to be recorded, if such interest may be registered recorded with the United States U.S. Copyright Office, the United States U.S. Patent and Trademark Office or such other jurisdictions, any such assignments instruments of ownership or documents evidencing such exclusive license at transfer in the United States assignment records of the U.S. Copyright Office or Office, the United States U.S. Patent and Trademark Office and or such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsspecify.

Copyrights and Trademarks. (a) Within As soon as practicable (but, in the case of an item of Product, in no event later than sixty (60) days after the initial release or broadcast of each Item such item of ProductProduct and in the case of a screenplay, in no event later than five (5) days prior to payment by any Credit Party for any portion of the cost of the item of Product to be based on such screenplay), to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein(other than with respect to rights in items of Product that are acquired pursuant to (x) any License Agreement under which the aggregate amount required to be paid in respect of such License Agreement is less than $1,000,000, (y) any License Agreement with a term of less than three (3) months or (iiz) acquires any material U.S. or foreign trademarkLicense Agreements under which the aggregate amounts previously paid to acquire such rights which are allocable to unexpired license periods are less than $10,000,000 (it being understood that amounts paid under a License Agreement shall be allocated on a straight line basis over the relevant license term of such License Agreement), service xxxx, trade name or service name, such in which instance the applicable Credit Party shall use prudent business judgment as to whether or not to register such rights), the applicable Credit Party shall notify the Lender and promptly upon the request of the Lender take any and all actions necessary to register the copyright for such copyright item of Product or trademark, service xxxx, trade name or service namescreenplay, in the name of such Credit Party (subject, in the case of the Credit Parties, subject to a Lien in favor of the Administrative Agent for the benefit of itself and the Lenders to the extent such copyright, trademark or service xxxx would be included as Collateral hereunderLender) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent Lender may reasonably specify, and promptly immediately deliver to the Administrative Agent Lender written evidence of the registration of any and all such copyrights for inclusion in the Collateral under the Fundamental Documents. (b) As soon as practicable after any Credit Party acquires any trademark (other than any rights which any Credit Party may have in and to the “Hallmark” trademark), service mxxx, trade name or service name (other than a domain name), the applicable Credit Party shall notify the Lender and promptly upon the request of the Lender take any and all actions necessary to register such trademark, service mxxx, trade name or service name (other than a domain name) in the name of such Credit Party (subject to a Lien in favor of the Lender) in conformity with the laws of the United States and such other jurisdictions as the Lender may reasonably specify, and immediately deliver to the Lender: (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon (other than a domain name) for inclusion in the reasonable request Collateral; and (y) a Trademark Security Agreement relating to such trademark, service mxxx, trade name or service name (other than a domain name), executed by all of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsCredit Parties. (bc) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items items of Product in which such Credit Party is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxxmxxx, trade name or service name which such Credit Party acquires, and promptly record if such interest may be registered with instruments of transfer on the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments of ownership or documents evidencing such exclusive license at the United States Copyright Office Register or the United States Patent and Trademark Office Register and such other jurisdictions as the Administrative Agent Lender may reasonably request after consultation with the Borrower ifspecify, in each case upon the reasonable judgment request of Lender and to the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightssame extent as would be required under Section 5.7(a) above.

Copyrights and Trademarks. (a) Within sixty (60) days after the initial release or broadcast of each Item of Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or (ii) acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register such copyright or trademark, service xxxx, trade name or service name, in the name of such Credit Party (subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent for the benefit of itself and the Lenders to the extent such copyright, trademark or service xxxx would be included as Collateral hereunder) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, Agreement and (y) upon the request of the Administrative Agent, a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsrights or copyright, to protect the Administrative Agent or a Credit Party against a claim by a third Person, or to protect the Administrative Agent’s or a Credit Party’s rights vis-à- vis third Persons. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license of any Credit Party with respect to (i) the copyright relating to Items of Product in which such Credit Party is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxx, trade name or service name which such Credit Party acquires, and promptly record if such interest may be registered with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments of ownership or documents evidencing such exclusive license at the United States Copyright Office or the United States Patent and Trademark Office and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration recordation is necessary in order to perfect its security interest in the related distribution rights.

Copyrights and Trademarks. (a) Within sixty (60) days after the initial release or broadcast of each Item of Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or (ii) acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register such copyright or trademark, service xxxx, trade name or service name, in the name of such Credit Party (subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent for the benefit of itself itself, the Issuing Bank and the Lenders to the extent such copyright, trademark or service xxxx would be included as Collateral hereunder) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent (x) written evidence of the registration of any and all such copyrights and trademarks for inclusion in the Collateral under this Credit Agreement, Agreement and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license of any Credit Party with respect to (i) the copyright relating to Items of Product in which such Credit Party is not entitled to be the initial copyright proprietor and (ii) any trademark, service xxxx, trade name or service name which such Credit Party acquires, and promptly record if such interest may be registered with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments of ownership or documents evidencing such exclusive license at the United States Copyright Office or the United States Patent and Trademark Office and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights.

Copyrights and Trademarks. (a) Within As soon as practicable but no later than sixty (60) days after (i) the (x) initial release of a Picture or (y) in the case of a Program or other Item of Product, the initial release broadcast or broadcast streaming of each the final episode of a “season” or production cycle for such Program or other Item of Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof or otherwise acquires a U.S. or foreign copyrightable interest therein, or and (ii) any Credit Party acquires any material U.S. or foreign trademark, trade name, service xxxx, trade name mark or service name, such Credit Party shall in each case of clauses (i) and (ii) above, take any and all actions necessary to register the copyright for, or such copyright other copyrightable interest in, such Item of Product, or such trademark, service xxxxmark, trade name or service name, respectively, in the name of such Credit Party (subject, in the case of the Credit Parties, subject to a Lien in favor of the Administrative Agent (for the benefit of itself and the Lenders Secured Parties) pursuant to the extent such copyright, trademark or service xxxx would be included as Collateral hereunderCopyright Security Agreement and a Trademark Security Agreement) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent Agent, if not previously delivered, (x) written evidence of the submission for registration and subsequently of registration of any and all such copyrights and trademarks copyrights, trademark, service mark, trade name or service name of the Credit Parties for inclusion in the Collateral under this Credit AgreementCollateral, and (y) a Copyright Security Agreement Supplement relating to such copyright or such other copyrightable interest or a Trademark Security Agreement relating to such copyright or such trademark, trade name, service xxxx, trade name mark or service name, in each case, executed by such the relevant Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsParties. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items of Product in which such Credit Party is not entitled to be the initial copyright proprietor owns a copyrightable interest and (ii) any trademark, trade name, service xxxx, trade name mark or service name which such Credit Party acquires, and promptly record record, or cause to be recorded, if such interest may be registered recorded with the United States U.S. Copyright Office, the United States U.S. Patent and Trademark Office or such other jurisdictions, any such assignments instruments of ownership or documents evidencing such exclusive license at transfer in the United States assignment records of the U.S. Copyright Office or Office, the United States U.S. Patent and Trademark Office and or such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsspecify.

Copyrights and Trademarks. (a) Within sixty (60) days after (i) the initial release or broadcast of each Item of Covered Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof in respect of such Covered Product or otherwise acquires a U.S. or foreign copyrightable interest thereinin such Covered Product, or (ii) any Credit Party acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register (as applicable) the copyright for such copyright Covered Product, any other copyrightable interest therein or any such trademark, service xxxx, trade name or service name, in the name of such Credit Party (subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent (for the benefit of itself and the Lenders Secured Parties) pursuant to the extent such copyrightCopyright Security Agreement or a Trademark Security Agreement, trademark or service xxxx would be included as Collateral hereunderapplicable) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent Agent, if not previously delivered, (x) written evidence of the submission for registration (or registration, if available) of any and all such copyrights and trademarks copyrights, copyrightable interests, trademarks, service marks, trade names and/or service names (as applicable) for inclusion in the Collateral under this Credit Agreement, Agreement and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or and/or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if(as applicable), in the reasonable judgment of the Administrative Agent, executed by such foreign registration is necessary in order to perfect its security interest in the related distribution rightsCredit Party. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items of any Covered Product in which such Credit Party is not entitled to be the initial copyright proprietor owns a copyrightable interest and (ii) any trademark, service xxxx, trade name or service name which that such Credit Party acquires, and promptly record record, or cause to be recorded, if such interest may be registered recorded with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments instruments of ownership or documents evidencing such exclusive license at transfer on the United States Copyright Office Register or the United States Patent and Trademark Office Register and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rights.specify. SECTION

Copyrights and Trademarks. (a) Within sixty (60) days after (i) the initial release or broadcast of each Item of Covered Product, to the extent any Credit Party (i) is or becomes the U.S. or foreign copyright proprietor thereof in respect of such Covered Product or otherwise acquires a U.S. or foreign copyrightable interest thereinin such Covered Product, or (ii) any Credit Party acquires any material U.S. or foreign trademark, service xxxx, trade name or service name, such Credit Party shall take any and all actions necessary to register (as applicable) the copyright for such copyright Covered Product, any other copyrightable interest therein or any such trademark, service xxxx, trade name or service name, in the name of such Credit Party (subject, in the case of the Credit Parties, to a Lien in favor of the Administrative Agent (for the benefit of itself and the Lenders Secured Parties) pursuant to the extent such copyrightCopyright Security Agreement or a Trademark Security Agreement, trademark or service xxxx would be included as Collateral hereunderapplicable) in conformity with the laws of the United States of America and such other jurisdictions as the Administrative Agent may reasonably specify, and promptly deliver to the Administrative Agent Agent, if not previously delivered, (x) written evidence of the submission for registration (or registration, if available) of any and all such copyrights and trademarks copyrights, copyrightable interests, trademarks, service marks, trade names and/or service names (as applicable) for inclusion in the Collateral under this Credit Agreement, Agreement and (y) a Copyright Security Agreement Supplement or a Trademark Security Agreement relating to such copyright or such trademark, service xxxx, trade name or service name, executed by such Credit Party; provided that such registration shall only be required for foreign copyrights, copyrightable interests, trademarks, service marks, trade names or and/or service names upon the reasonable request of the Administrative Agent after consultation with the Borrower if(as applicable), in the reasonable judgment of the Administrative Agent, executed by such foreign registration is necessary in order to perfect its security interest in the related distribution rightsCredit Party. (b) Obtain instruments of transfer of ownership or other documents evidencing the exclusive license interest of any Credit Party with respect to (i) the copyright relating to Items of any Covered Product in which such Credit Party is not entitled to be the initial copyright proprietor owns a copyrightable interest and (ii) any trademark, service xxxx, trade name or service name which that such Credit Party acquires, and promptly record record, or cause to be recorded, if such interest may be registered recorded with the United States Copyright Office, the United States Patent and Trademark Office or such other jurisdictions, any such assignments instruments of ownership or documents evidencing such exclusive license at transfer on the United States Copyright Office Register or the United States Patent and Trademark Office Register and such other jurisdictions as the Administrative Agent may reasonably request after consultation with the Borrower if, in the reasonable judgment of the Administrative Agent, such foreign registration is necessary in order to perfect its security interest in the related distribution rightsspecify.