Common use of Financial Assurances Clause in Contracts

Financial Assurances. With respect to any such motion picture produced hereunder, the Guild, prior to the commencement of principal photography of such motion picture, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the Picture, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 and/or Article 19 of the Basic Agreement, as applicable, the Guild shall not exercise any rights under such security agreement which would in any way interfere with the rights of the Distributor to distribute the Picture and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) If any "Qualified Distributor," as that term is defined in Paragraph 22-106, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) If any "Qualified Distributor" acquires rights to distribute the Picture in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture and related collateral as defined in the DGA Security Agreement, the Guild: (1) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified Distributor; and (2) acknowledges Distributor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the Picture. (d) If any "Qualified Distributor" acquires rights to distribute the Picture in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture shall remain in effect, but the Guild agrees: (1) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributor, including renewals and extensions; and (2) acknowledges Distributor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the Picture.

Financial Assurances. With respect to any such motion picture Program produced hereunder, the Guild, prior to the commencement of principal photography production of such motion pictureprogram, may require such financial assurances from Employer as it deems advisable to insure performance of Article 30, Section B. -246- Employer's obligations to pay the Residuals, including including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the PictureProgram, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 Articles 1, 7, 23, 24, 29 and/or Article 19 31 of the Basic this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement which would in any way interfere with the rights of the Distributor to distribute the Picture Program and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) 2. If any "Qualified DistributorResidual Payor," as that term is defined in Paragraph 22-106Section C. below, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) 3. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture Program and related collateral as defined in the DGA Security Agreement, the Guild: (1a) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such -247- Article 30, Section B. Qualified DistributorResidual Payor; and (2b) acknowledges DistributorQualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram. (d) 4. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture Program shall remain in effect, but the Guild agrees: (1a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributorthe Qualified Residual Payor, including renewals and extensions; and (2b) acknowledges Distributorthe Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram.

Financial Assurances. With respect to any such motion picture Program produced hereunder, the Guild, prior to the commencement of principal photography production of such motion pictureprogram, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the PictureProgram, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 Articles 1, 7, 23, 24, 29 and/or Article 19 31 of the Basic this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement Article 30, Section B. -230- which would in any way interfere with the rights of the Distributor to distribute the Picture Program and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) 2. If any "Qualified DistributorResidual Payor," as that term is defined in Paragraph 22-106Section C. below, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) 3. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture Program and related collateral as defined in the DGA Security Agreement, the Guild: (1a) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified DistributorResidual Payor; and (2b) acknowledges DistributorQualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram. (d) 4. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to -231- Article 30, Section B. the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture Program shall remain in effect, but the Guild agrees: (1a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributorthe Qualified Residual Payor, including renewals and extensions; and (2b) acknowledges Distributorthe Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram.

Financial Assurances. With respect to any such motion picture Program produced hereunder, the Guild, prior to the commencement of principal photography production of such motion pictureprogram, may require such financial assurances from Employer as it deems advisable to insure performance of -255- Article 30, Section B. Employer's obligations to pay the Residuals, including including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the PictureProgram, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 Articles 1, 7, 23, 24, 29 and/or Article 19 31 of the Basic this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement which would in any way interfere with the rights of the Distributor to distribute the Picture Program and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) 2. If any "Qualified DistributorResidual Payor," as that term is defined in Paragraph 22-106Section C. below, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) 3. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture Program and related collateral as defined in the DGA Security Agreement, the Guild: (1a) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Article 30, Section B. -256- Qualified DistributorResidual Payor; and (2b) acknowledges DistributorQualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram. (d) 4. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture Program shall remain in effect, but the Guild agrees: (1a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributorthe Qualified Residual Payor, including renewals and extensions; and (2b) acknowledges Distributorthe Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram.

Financial Assurances. With respect to any such motion picture Program produced hereunder, the Guild, prior to the commencement of principal photography production of such motion pictureprogram, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the PictureProgram, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 Articles 1, 7, 23, 24, 29 and/or Article 19 31 of the Basic this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement Article 30, Section B. -240- which would in any way interfere with the rights of the Distributor to distribute the Picture Program and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) 2. If any "Qualified DistributorResidual Payor," as that term is defined in Paragraph 22-106Section C. below, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) 3. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture Program and related collateral as defined in the DGA Security Agreement, the Guild: (1a) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified DistributorResidual Payor; and (2b) acknowledges DistributorQualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram. (d) 4. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to -241- Article 30, Section B. the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture Program shall remain in effect, but the Guild agrees: (1a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributorthe Qualified Residual Payor, including renewals and extensions; and (2b) acknowledges Distributorthe Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram.

Financial Assurances. With respect to any such motion picture Program produced hereunder, the Guild, prior to the commencement of principal photography production of such motion pictureprogram, may require such financial assurances from Employer as it deems advisable to insure performance of Employer's obligations to pay the Residuals, including including, without limitation, the execution of security agreements, guarantees or other protective agreements, subject, however, to the following: (a) 1. If the Guild shall require financial assurances from the Employer in the form of a security agreement for a security interest in the PictureProgram, so long as the Residuals are timely paid with respect to all territories, media and term acquired by the Distributor in accordance with Article 18 Articles 1, 7, 23, 24, 29 and/or Article 19 31 of the Basic this Agreement, as applicable, the Guild shall not exercise any rights under such security agreement -231- Article 30, Section B. which would in any way interfere with the rights of the Distributor to distribute the Picture Program and receive all revenues from such distribution, provided that such Distributor has executed and delivered a Distributor's Assumption Agreement to the Guild and is in compliance with the terms thereof. (b) 2. If any "Qualified DistributorResidual Payor," as that term is defined in Paragraph 22-106Section C. below, assumes in perpetuity under the Distributor's Assumption Agreement the obligation to pay the Residuals for all territories and media with respect to the Picture Program or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, the Guild will release and cause to be discharged of record all such security interests, liens, charges or encumbrances entered into by or obtained from such Employer and will not require further financial assurances from such Employer; provided, however, the Employer's primary liability as an Employer shall not be released thereby. (c) 3. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media (but not all territories and media) in perpetuity, and thereby has assumed responsibility for the payment of Residuals for such territories and media so acquired pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit "B-1" of this Agreement2) all of such obligations thereunder, then if the Employer has granted or thereafter grants a security interest in favor of the Guild in the Picture Program and related collateral as defined in the DGA Security Agreement, the Guild: (1a) agrees to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media acquired by such Qualified DistributorResidual Payor; and (2b) acknowledges DistributorQualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram. (d) 4. If any "Qualified DistributorResidual Payor" acquires rights to distribute the Picture Program in specific territories and media for a limited period of time, and thereby has assumed responsibility for the payment of Residuals for such term and in such territories and media pursuant to the Distributor's Assumption Agreement or guarantees in a written form satisfactory to Article 30, Section B. -232- the Guild (which shall include the Standard Letter of Guaranty set forth in Exhibit “B-1" of this Agreement2) all of such obligations thereunder, then any security agreement or security interest obtained by the Guild from the Employer in connection with the Picture Program shall remain in effect, but the Guild agrees: (1a) to modify the definition of the collateral in the DGA Security Agreement to exclude those territories and media for the term of the rights acquired by Distributorthe Qualified Residual Payor, including renewals and extensions; and (2b) acknowledges Distributorthe Qualified Residual Payor's continuing rights of full, unlimited but non-exclusive access to and use of any and all physical items and elements relating to the PictureProgram.