Common use of Laboratories; No Removal Clause in Contracts

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item Item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item Item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to such preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to a Credit Party requesting any such Laboratory to deliver any such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including or Laboratory Access Letter, as the Administrative Agent)case may be. Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item Item of Product owned by such any Credit Party or in which such any Credit Party has an interest (i) to a location outside the United States or of America, Canada or the United Kingdom without the prior written consent of the Administrative Agent; provided, that before any such other jurisdiction as materials may be approved by located in Canada or the United Kingdom, at the request of the Administrative Agent Agent, appropriate local law security documents in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent shall be delivered to the Administrative Agent) have not been filed against such . For the avoidance of doubt, no Credit PartyParty shall be required to deliver a Pledgeholder Agreement or Laboratory Access Letter with respect to an Item of Product in which a Credit Party holds a Revenue Participation. (ab) During production of any item Item of Product produced by any a Credit Party, such Credit Party shall promptly deliver (or cause to be delivered) the daily rushes for such item Item of Product to the appropriate LaboratoryLaboratory as soon as reasonably practicable and, in any event, no less frequently than weekly. (bc) With respect to items Items of Product that are Completed or acquired after the Closing Date, on at least a quarterly basispromptly after such Completion or acquisition, deliver to the Administrative Agent and the Laboratories which that are signatories to Pledgeholder Agreements a revised schedule of Product the Physical Materials therefor on deposit with such LaboratoriesLaboratories to the extent applicable.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item Item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item Item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to such preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to a Credit Party requesting any such Laboratory to deliver any such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including or Laboratory Access Letter, as the Administrative Agent)case may be. Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item Item of Product owned by such any Credit Party or in which such any Credit Party has an interest (i) to a location outside the United States or of America, Canada or the United Kingdom without the prior written consent of the Administrative Agent; provided, that before any such other jurisdiction as materials may be approved by located in Canada or the United Kingdom, at the request of the Administrative Agent Agent, appropriate local law security documents in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent shall be delivered to the Administrative Agent) have not been filed against such . For the avoidance of doubt, no Credit PartyParty shall be required to deliver a Pledgeholder Agreement or Laboratory Access Letter with respect to a Picture in which a Credit Party holds a Revenue Participation. (ab) During production of any item Item of Product produced by any a Credit Party, such Credit Party shall promptly deliver (or cause to be delivered) the daily rushes for such item Item of Product to the appropriate LaboratoryLaboratory as soon as reasonably practicable and, in any event, no less frequently than weekly. (bc) With respect to items Items of Product that are Completed or acquired after the Closing Date, on at least a quarterly basispromptly after such Completion or acquisition, deliver to the Administrative Agent and the Laboratories which that are signatories to Pledgeholder Agreements a revised schedule of Product the Physical Materials therefor on deposit with such LaboratoriesLaboratories to the extent applicable.

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (ab) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (bc) With respect to items of Product Completed after the Closing Date, on at least a quarterly basispromptly after Completion, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, has received delivery of, or has current access rights to receiveto, any of the Physical Materials referenced below relating to any item of ProductPicture, deliver or cause to be delivered to a Laboratory or Laboratories all the original negative (or digital original negative, if applicable, or if no original negative or digital original negative exists, digital files) (the “Original Negative”) and preprint materialmaterials (until Completion of the Picture), and subsequent to Completion, the Original Negative, master tapes sound elements and all sound track materials digital interpostive with respect to each such item of Product Picture sufficient to exploit its rights in all known media (the “Key Materials”) and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes such Key Materials and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes any Key Materials to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement or Laboratory Access Letter, as the case may be (including including, with respect to any such Pledgeholder Agreement, the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes Key Materials with respect to any item of Product Picture owned by such any Credit Party Party, or any Picture in which such any Credit Party has an interest (i) and the right to control the delivery or removal of Key Materials, to a location outside the United States or of America, Canada or such other jurisdiction the United Kingdom (unless the Key Materials sufficient to exploit its rights in all known media with respect to the applicable Picture are held at a Laboratory in the United States, United Kingdom or Canada) without the prior written consent of the Administrative Agent, except for a limited duration as may be approved by reasonably required for a Picture produced in another territory; provided, that before any such materials may be located in Canada or the United Kingdom, at the request of the Administrative Agent Agent, appropriate local law security documents in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent shall be delivered to the Administrative Agent) have not been filed against such Credit Party. (ab) During production of any item of Product Picture produced by any Credit Party, such Credit Party shall promptly deliver (or cause to be delivered) the daily rushes for such item of Product Picture to the appropriate LaboratoryLaboratory as soon as reasonably practicable, if applicable (e.g., if dailies are being developed at a Laboratory or are not digital). (bc) With respect to items of Product Completed Breaking Xxxx 1, Breaking Xxxx 2 and all Pictures for which principal photography commences after the Closing Datedate hereof, on at least a quarterly basispromptly after Completion, deliver to the Administrative Agent and the Laboratories which that are signatories to Pledgeholder Agreements a revised schedule of Product the Physical Materials therefor on deposit with such LaboratoriesLaboratories to the extent applicable.

Laboratories; No Removal. (a) To the extent any ------------------------ Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement Laboratory Access Letter to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratorylaboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Collateral Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada States, Canada, the United Kingdom or such other jurisdiction as may be location reasonably approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and CanadaStates, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit PartyParty holding any rights to such item of Product. (ab) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate LaboratoryLaboratory as soon as practicable and will use its best efforts to deliver the daily rushes on a weekly basis. (bc) With respect to items of Product Completed completed after July 9, 1997 together with the Closing Date, on at least a quarterly basisfinancial statements delivered pursuant to Section 5.1(b), deliver to the Administrative Agent, the Collateral Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Without the consent of the Agent, no Credit Party hereby agrees not to shall deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in -55- 64 which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed acquired after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, has received delivery of, or has current access rights to receiveto, any of the Physical Materials referenced below relating to any item of ProductPicture, deliver or cause to be delivered to a Laboratory or Laboratories all the original negative (or digital original negative, if applicable, or if no original negative or digital original negative exists, digital files) (the “Original Negative”) and preprint materialmaterials (until Completion of the Picture), and subsequent to Completion, the Original Negative, master tapes sound elements and all sound track materials digital interpostive with respect to each such item of Product Picture sufficient to exploit its rights in all known media (the “Key Materials”) and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes such Key Materials and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes any Key Materials to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement or Laboratory Access Letter, as the case may be (including including, with respect to any such Pledgeholder Agreement, the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes Key Materials with respect to any item of Product Picture owned by such any Credit Party Party, or any Picture in which such any Credit Party has an interest (i) and the right to control the delivery or removal of Key Materials, to a location outside the United States or of America, Canada or such other jurisdiction the United Kingdom (unless the Key Materials sufficient to exploit its rights in all known media with respect to the applicable Picture are held at a Laboratory in the United States, United Kingdom or Canada) without the prior written consent of the Administrative Agent, except for a limited duration as may be approved by reasonably required for a Picture produced in another territory; provided, that before any such materials may be located in Canada or the United Kingdom, at the request of the Administrative Agent Agent, appropriate local law security documents in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent shall be delivered to the Administrative Agent) have not been filed against such Credit Party. (ab) During production of any item of Product Picture produced by any Credit Party, such Credit Party shall promptly deliver (or cause to be delivered) the daily rushes for such item of Product Picture to the appropriate LaboratoryLaboratory as soon as reasonably practicable, if applicable (e.g., if dailies are being developed at a Laboratory or are not digital). (bc) With respect to items of Product Completed Breaking Xxxx 1, Breaking Xxxx 2 and all Pictures for which principal photography commences after the Closing Date, on at least a quarterly basispromptly after Completion, deliver to the Administrative Agent and the Laboratories which that are signatories to Pledgeholder Agreements a revised schedule of Product the Physical Materials therefor on deposit with such LaboratoriesLaboratories to the extent applicable.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent Lender a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative AgentLender, then the Credit Parties will deliver to the Administrative Agent Lender a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent Lender with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative AgentLender). Each Without the consent of the Lender, no Credit Party hereby agrees not to shall deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have are not been filed effective against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed acquired after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent Lender and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Covered Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item Covered Product and, in the case of Product and the Credit Parties, deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to a Credit Party requesting any such Laboratory to deliver such any negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, 107 executed by such other Laboratory and all other parties to such Pledgeholder Agreement or Laboratory Access Letter, as the case may be (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Covered Product that are owned or co-owned by such a Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada States, Canada, the United Kingdom or such other jurisdiction as satisfactory to the Administrative Agent in its sole discretion; provided, that, before any such materials may be approved held at a Laboratory located outside of the United States, Canada or the United Kingdom, if requested by the Administrative Agent in order to properly evidence its discretion or (ii) to any state or jurisdiction where UCC-1pledgeholder status under local law, CCQ or PPSA financing statements (or appropriate local law security documents in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party Agent shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed after the Closing Date, on at least a quarterly basis, deliver be delivered to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such LaboratoriesAgent.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement or Laboratory Access Letter to the Administrative Agent, then the Credit Parties Party will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratorylaboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory laboratory and all other parties to such Pledgeholder Agreement (including other than the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada States, Canada, the United Kingdom or such other jurisdiction as may be location reasonably approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and CanadaStates, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit PartyParty holding any rights to such item of Product. (ab) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate LaboratoryLaboratory as soon as practicable and will use its best efforts to deliver the daily rushes on a weekly basis. (bc) With respect to items of Product Completed after the Closing Date, on at least a quarterly basistogether with the financial statements delivered pursuant to Section 5.1(b), deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Without the consent of the Agent, no Credit Party hereby agrees not to shall deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed acquired after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such Laboratories.

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of Covered Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item Covered Product and, in the case of Product and the Credit Parties, deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties will Party shall deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to a Credit Party requesting any such Laboratory to deliver such any negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement or Laboratory Access Letter, as the case may be (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Covered Product that are owned or co-owned by such a Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada States, Canada, the United Kingdom or such other jurisdiction as satisfactory to the Administrative Agent in its sole discretion; provided, that, before any such materials may be approved held at a Laboratory located outside of the United States, Canada or the United Kingdom, if requested by the Administrative Agent in order to properly evidence its discretion or (ii) to any state or jurisdiction where UCC-1pledgeholder status under local law, CCQ or PPSA financing statements (or appropriate local law security documents in the case of jurisdictions outside the United States form and Canada, documentation similar in purpose and effect substance satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product produced by any Credit Party, such Credit Party Agent shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (b) With respect to items of Product Completed after the Closing Date, on at least a quarterly basis, deliver be delivered to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product on deposit with such LaboratoriesAgent.

Laboratories; No Removal. (a) To the extent any Credit Party has control over, over or rights to receive, receive any of the Physical Materials relating to any item of Product or Recorded Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product or Recorded Product and deliver to the Administrative Agent Lender a fully executed Laboratory Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent Lender a fully executed Laboratory Access Letter (substantially in the form of Exhibit 5.13(a)(1)) covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, laboratory any such Credit Party shall provide the Administrative Agent Lender with a Laboratory Pledgeholder Agreement (substantially in the form of Exhibit 5.13(a)(2)) or Laboratory Access Letter, as appropriate, appropriate executed by such other Laboratory laboratory and all other parties to such Laboratory Pledgeholder Agreement (including the Administrative AgentLender). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product or Recorded Product owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and CanadaStates, documentation similar in purpose and effect satisfactory to the Administrative AgentLender) have not been filed against such Credit PartyParty holding any rights to such item of Product or Recorded Product. (ab) During production of any item of Product produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product to the appropriate Laboratory. (bc) With respect to items of Product Completed and Recorded Product completed after the Closing Date, deliver or cause to be delivered to Lender on at least a quarterly semi-annual basis, deliver to concurrently with the Administrative Agent delivery of the quarterly financial statements required under paragraph (a) of Annex D as of June 30 and the Laboratories which are signatories to Pledgeholder Agreements December 31 of each year, a revised schedule of Product and Recorded Product on deposit as of the last day of such quarter with such Laboratorieseach Laboratory which is a signatory to a Laboratory Pledgeholder Agreement.

Laboratories; No Removal. (a) To the extent any member of the Credit Party Group has control over, or rights to receive, any of the Physical Materials relating to any item Item of Product, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item Item of Product and and, in the case of the Credit Parties, deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the applicable Credit Parties Party will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior In the case of the Credit Parties, prior to requesting any such Laboratory to deliver such any negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item Item of Product owned by such any member of the Credit Party Group or in which such any member of the Credit Party Group has an interest (i) to a location outside the United States or of America, Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA financing statements (or in the case of jurisdictions outside the United States and Canada, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit PartyKingdom. (ab) During production of any item Item of Product produced by any member of the Credit PartyGroup, such member of the Credit Party Group shall promptly deliver the daily rushes for such item Item of Product to the appropriate LaboratoryLaboratory as soon as reasonably practicable and, in any event, no less frequently than weekly. (bc) With respect to items Items of Product Completed after the Closing Date, on at least a quarterly basispromptly after Completion, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Items of Product on deposit with such LaboratoriesLaboratories to the extent applicable.

Laboratories; No Removal. To the extent any Credit Party has control over, or rights to receive, any of the Physical Materials relating to any item of ProductQualifying Picture, deliver or cause to be delivered to a Laboratory or Laboratories all negative and preprint material, master tapes and all sound track materials with respect to each such item of Product Qualifying Picture and deliver to the Administrative Agent a fully executed Pledgeholder Agreement with respect to such materials. To the extent that any Credit Party has only rights of access to preprint material or master tapes and has not created duplicate materials sufficient to exploit its rights and has not stored such duplicate materials at a Laboratory that has delivered a Pledgeholder Agreement to the Administrative Agent, then the Credit Parties will deliver to the Administrative Agent a fully executed Laboratory Access Letter covering such materials. Prior to requesting any such Laboratory to deliver such negative or other preprint or sound track material or master tapes to another Laboratory, any such Credit Party shall provide the Administrative Agent with a Pledgeholder Agreement or Laboratory Access Letter, as appropriate, executed by such other Laboratory and all other parties to such Pledgeholder Agreement (including the Administrative Agent). Each Credit Party hereby agrees not to deliver or remove or cause the delivery or removal of the original negative and film or sound materials or master tapes with respect to any item of Product Qualifying Picture owned by such Credit Party or in which such Credit Party has an interest (i) to a location outside the United States or Canada or such other jurisdiction as may be approved by the Administrative Agent in its discretion or (ii) to any state or jurisdiction where UCC-1, CCQ or PPSA UCC-1 financing statements (or in the case of jurisdictions outside the United States and CanadaStates, documentation similar in purpose and effect satisfactory to the Administrative Agent) have not been filed against such Credit Party. (a) During production of any item of Product Qualifying Picture produced by any Credit Party, such Credit Party shall promptly deliver the daily rushes for such item of Product Qualifying Picture to the appropriate Laboratory. (b) With respect to items of Product Qualifying Picture Completed after the Closing Date, on at least a quarterly basis, deliver to the Administrative Agent and the Laboratories which are signatories to Pledgeholder Agreements a revised schedule of Product Qualifying Pictures on deposit with such Laboratories.