COPYRIGHT SECURITY AGREEMENT
Exhibit 10.13
EXECUTION VERSION
Copyright Security Agreement, dated as of December 1, 2009, by XXXXX ENTERTAINMENT LLC (the “Grantor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).
W I T N E S S E T H:
WHEREAS, the Grantor is party to a Security Agreement dated as of December 1, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Grantor is required to execute and deliver this Copyright Security Agreement;
NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Grantor hereby agrees with the Collateral Agent as follows:
XXXXXX 0. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.
XXXXXX 0. Grant of Security Interest in Copyright Collateral. The Grantor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral (excluding any Excluded Assets) of the Grantor:
(a) registered Copyrights of the Grantor listed on Schedule I attached hereto.
XXXXXX 0. The Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and the Grantor hereby acknowledges and affirms that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.
XXXXXX 0. Xxxxxxxxxxx. Upon termination of the Security Agreement in accordance with Section 6.12 thereof, the Collateral Agent shall, at the expense of the Grantor, execute, acknowledge, and deliver to the Grantor an instrument in writing in recordable form releasing the lien on and security interest in the Copyrights under this Copyright Security Agreement and any other documents required to evidence the termination of the Collateral Agent’s interest in the Copyrights.
XXXXXX 0. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.
[Signature pages follow.]
| XXXXX ENTERTAINMENT LLC | ||
| By: |
/s/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Secretary | ||
Signature Page to Copyright Security Agreement
|
BANK OF AMERICA, N.A., as Collateral Agent | ||
| By: |
/s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx | ||
| Title: Vice President | ||
Signature Page to Copyright Security Agreement
Schedule I
to
COPYRIGHT SECURITY AGREEMENT
UNITED STATES COPYRIGHT REGISTRATIONS
| COPYRIGHT TITLE |
REGISTRATION NUMBER | |
| Adventure Island |
VA0000659721 | |
| Adventure Island, Tampa Bay, Florida |
VA0000668236 | |
| Airship Shamu |
VAu000221696 | |
| Alpengeist |
SR0000188692 | |
| Aruba Tuba |
VA0000659720 | |
| Bus[c]h Entertainment montage art. |
VA0000000000 | |
| Xxxxx Gardens : guide to adventure |
TX0004406818 | |
| Xxxxx Gardens, Tampa Bay, Florida : guide to adventure |
TX0000000000 | |
| Xxxxx Gardens, Tampa Bay, Florida : guide to adventure |
TX0004497303 | |
| Escape from Pompeii |
VAu000310232 | |
| Gc_ di.c / author, Brownej |
TXu000601289 | |
| Gccntrl.c / author, Brownej |
TXu000601290 | |
| Gccom.c. / author, Xxxxxxx. |
TXu000601295 | |
| Gccreate.c / author, Brownej. |
TXu000601294 | |
| Gccredit.c / author, Brownej. |
TXu000601302 | |
| Gcdamntc.c / author, Brownej. |
TXu000601299 | |
| Gedayend.c / author, Brownej. |
TXu000601303 | |
| Gcdimntc.c / author, Brownej. |
TXu000601300 | |
| Gchost.c / author, Brownej |
TXu000601304 | |
| Gcifinntc.c / author, Brownej. |
TXu000601301 | |
| Gcmaint.c / author, Xxxxxxx |
TXu000601292 | |
| Gcprocs. c / author, Brownej |
TXu000601296 | |
| Gcqueue.c / author, Brownej. |
TXu000601297 | |
| Gcrecpt.c / author, Brownej |
TXu000601298 | |
| Gcreg.c / author, Brownej |
TXu000601291 | |
| Gcreport.c / author, McNeillt |
TXu000601293 | |
| Haunts of the Olde Country |
VA0000657708 | |
| Kurnba |
VA0000665909 | |
| Malibu Pipeline |
VA0000659719 | |
| Mermaids Myths & Monsters |
VAu000300491 | |
| Mission, Bermuda Triangle, dive it! |
VA0000645679 | |
| New for 0000, Xxxxxxx Xxxxx, Xxx World of Ohio |
VA0000636884 | |
| Questor |
VA0000658839 | |
| X.X. Xxxxx’x Haunted lighthouse |
PA0001226636 | |
| [Sesame Island logo] |
VA0000512189 | |
| TJ the Tiger |
VAu000337395 | |
| Totally television / X. X. Xxxxxx |
VA0000630409 | |
| Water Country USA |
VA0000645157 |
