Common use of RIGHTS AND OBLIGATIONS OF DEBTOR Clause in Contracts

RIGHTS AND OBLIGATIONS OF DEBTOR. 6.01 The Producer shall: (a) at no cost, execute and deliver such further agreements, contracts, documents and instruments (each a “Security Document”) as the District Council may reasonably prepare, require to perfect, protect or maintain the Security Interest provided for herein. If, within ten (10) business days of notice from the District Council requesting any such Security Document, Producer fails to execute and deliver it consistent with the rights of the District Council or to provide the District Council with notice specifying with particularity Producer’s objection to so doing, then Producer hereby irrevocably appoints the District Council its true and lawful attorney-in-fact to execute, deliver, file and record, on its behalf and in its name, such Security Document. The District Council will promptly provide Producer with a true and complete copy of each Security Document executed by the District Council under this paragraph along with full information regarding each jurisdiction where it has been registered, filed or recorded. (b) use all reasonable good faith business efforts to defend, at its own cost and expense, Producer’s right, title and interest in and to the Collateral, and the Security Interest and rights of the District Council, against all claims of infringement and against any and all claims by third parties arising out of or resulting from the use in the Production of any story, adaptation, idea, impersonation, character, photograph, music, musical composition or other material, provided that Producer may satisfy this requirement if Producer causes the District Council to be named as an additional insured, as its interest may appear, on any standard policy of errors & omissions insurance maintained by Producers or its successors in interest with respect to the Production. 6.02 The District Council acknowledges that Producer, and its successors, licensees, and assigns, are the persons undertaking the release and exploitation of the Production and all rights within or arising from it. The District Council further acknowledges that prior to the District Council realizing on its Security Interest in accordance with this security agreement, nothing in this security agreement authorizes or permits the District Council to delay, enjoin, impede, impair or otherwise interfere with the development, production, distribution, advertising, marketing, turning to account or other exploitation of the Production or any of the Collateral which is undertaken, authorized, permitted or allowed by Producer or any of its successors, licensees, or assigns in the sole exercise of their good faith business judgment, and nothing in this security agreement requires or prevents Producer or any of its successors in interest from taking or refraining from taking any action for any infringement or piracy of any rights in the Production or Collateral. The District Council agrees that Producer has no obligation under this security agreement to release the Production or to exploit the Production or to realize any moneys with respect thereto in any manner. 6.03 Until default or unless otherwise agreed with the Secured Party, the Debtor may deal with Collateral in the ordinary course of the Debtor’s business in any manner consistent with the provisions of this security agreement. If the Debtor desires to change its principal place of business or mailing address from that described in Schedule 11A or if the Debtor wishes to move its records and accounts from that described in Schedule 11A, or if the Debtor wishes to move the Production negatives or the positive copies of the Production from the locations described in Schedule 11A, the Debtor shall notify the Secured Party of the relevant change and do all such acts and execute all such documents as are required by the District Council to effectively preserve and perfect the Secured Party’s security therein in the jurisdiction to which such assets have been moved. For clarity, nothing herein shall require Debtor to notify the District Council of the removal by any distributor of prints incorporating the Production. 6.04 The Debtor shall defend its own rights in Collateral against the claims and demands of all persons. The Debtor shall use its best efforts to maintain the negative and positive copies of the Production in Debtor’s possession in a condition and state of repair that preserves the value of such Collateral. The Debtor will not knowingly commit or permit damage to or destruction of the negative of the Production. 6.05 The Debtor shall notify the Secured Party promptly of: (a) any material change in the information contained in this agreement (including the schedules hereto) relating to the Debtor, the Debtor’s business or Collateral; (b) the details of any change in name or address of the Debtor or location of Collateral; (c) the details of any disposition of the negative of the Production; (d) the details of any claim or litigation materially affecting the ownership of the Collateral; (e) any material loss of or damage to Collateral; (f) any material default known to Debtor by any distributor or broadcaster which materially affects the likelihood of further use fees to the District Council in respect of the Production. 6.06 The Debtor will conduct its business and affairs in a proper and efficient manner in accordance with applicable law and keep records relating to the Production in accordance with generally accepted accounting procedures. The Debtor shall pay all charges, taxes, assessments, claims, liens and encumbrances relating to Collateral or the Debtor’s business and affairs when the same become due. The Debtor will deliver to the Secured Party promptly such information concerning Collateral, the Debtor and the Debtor’s business and affairs as the Secured Party may reasonably request.

RIGHTS AND OBLIGATIONS OF DEBTOR. 6.01 The Producer Debtor shall: (a) 6.1.1 at no cost, execute and deliver such further agreements, contracts, documents and instruments (each a “"Security Document”") as the District Council UBCP may reasonably prepare, require to perfect, protect or maintain the Security Interest security interest provided for herein. If, within ten (10) business days of notice from the District Council UBCP requesting any such Security Document, Producer the Debtor fails to execute and deliver it consistent with the rights of the District Council UBCP or to provide the District Council UBCP with notice specifying with particularity Producerthe Debtor’s objection to so doing, then Producer the Debtor hereby irrevocably appoints the District Council UBCP its true and lawful attorney-in-fact to execute, deliver, file and record, on its behalf and in its name, such Security Document. The District Council UBCP will promptly provide Producer the Debtor with a true and complete copy of each Security Document executed by the District Council UBCP under this paragraph along with full information regarding each jurisdiction where it has been registered, filed or recorded. (b) 6.1.2 use all reasonable good faith business efforts to defend, at its own cost and expense, Producerthe Debtor’s right, title and interest in and to the Collateral, and the Security Interest security interest and rights of the District CouncilUBCP, against all claims of infringement and against any and all claims by third parties arising out of or resulting from the use in the Production of any story, adaptation, idea, impersonation, character, photograph, music, musical composition or other material, provided that Producer the Debtor may satisfy this requirement if Producer the Debtor causes the District Council UBCP to be named as an additional insured, as its interest may appear, on any standard policy of errors & and omissions insurance maintained by Producers the Debtors or its successors in interest with respect to the Production. 6.02 The District Council 6.2 UBCP acknowledges that Producerthe Debtor, and its successors, licensees, and assigns, are the persons entities undertaking the release and exploitation of the Production and all rights within or arising from it. The District Council UBCP further acknowledges that prior to the District Council UBCP realizing on its Security Interest security interest in accordance with this security agreementSecurity Agreement, nothing in this security agreement Security Agreement authorizes or permits the District Council UBCP to delay, enjoin, impede, impair or otherwise interfere with the development, production, distribution, advertising, marketing, turning to account or other exploitation of the Production or any of the Collateral which is undertaken, authorized, permitted or allowed by Producer the Debtor or any of its successors, licensees, or assigns in the sole exercise of their good faith business judgment, and nothing in this security agreement Security Agreement requires or prevents Producer the Debtor or any of its successors in interest from taking or refraining from taking any action for any infringement or piracy of any rights in the Production or Collateral. The District Council UBCP agrees that Producer the Debtor has no obligation under this security agreement Security Agreement to release the Production or to exploit the Production in any manner or to realize any moneys monies with respect thereto in any mannerthereto. 6.03 6.3 Until default or unless otherwise agreed with the Secured Party, the Debtor may deal with the Collateral in the ordinary course of the Debtor’s business in any manner consistent with the provisions of this security agreementSecurity Agreement. If the Debtor desires to change its principal place of business or mailing address from that described in Schedule 11A paragraph 5(a) of the Security Agreement or if the Debtor wishes to move its records and accounts from that described in Schedule 11Aparagraph 5(b) of the Security Agreement, or if the Debtor wishes to move the Production negatives or the positive copies of the Production from the locations described in Schedule 11Aparagraphs 5(c) and 5(d) of the Security Agreement, the Debtor shall notify the Secured Party of the relevant change and do all such acts and execute all such documents as are required by the District Council UBCP to effectively preserve and perfect the Secured Party’s 's security therein in the jurisdiction to which such assets have been moved. For clarity, nothing herein shall require the Debtor to notify the District Council UBCP of the removal by any distributor of prints incorporating the Production. 6.04 6.4 The Debtor shall defend its own rights in Collateral against the claims and demands of all persons. The Debtor shall use its best efforts to maintain the negative and positive copies of the Production in Debtor’s possession in a condition and state of repair that preserves the value of such Collateral. The Debtor will not knowingly commit or permit damage to or destruction of the negative negative(s) of the Production. 6.05 6.5 The Debtor shall notify the Secured Party promptly of: (a) any material change in the information contained in this agreement (including the schedules hereto) relating to the Debtor, the Debtor’s business or the Collateral; (b) the details of any change in name or address of the Debtor or location of the Collateral; (c) the details of any disposition of the negative negative(s) of the Production; (d) the details of any claim claim, or litigation materially affecting the ownership of the Collateral; (e) any material loss of or damage to the Collateral;; and (f) any material default known to Debtor by any distributor or broadcaster which materially affects the likelihood of further use fees to the District Council UBCP in respect of the Production. 6.06 6.6 The Debtor will conduct its business and affairs in a proper and efficient manner in accordance with applicable law and keep records relating to the Production in accordance with generally accepted accounting procedures. The Debtor shall pay all charges, taxes, assessments, claims, liens and encumbrances relating to Collateral or the Debtor’s 's business and affairs when the same become due. The Debtor will deliver to the Secured Party promptly such information concerning Collateral, the Debtor and the Debtor’s business and affairs as the Secured Party may reasonably request.

RIGHTS AND OBLIGATIONS OF DEBTOR. 6.01 The Producer shall: (a) at no cost, execute and deliver such further agreements, contracts, documents and instruments (each a “Security Document”) as the District Council may reasonably prepare, require to perfect, protect or maintain the Security Interest provided for herein. If, within ten (10) business days of notice from the District Council requesting any such Security Document, Producer fails to execute and deliver it consistent with the rights of the District Council or to provide the District Council with notice specifying with particularity Producer’s objection to so doing, then Producer hereby irrevocably appoints the District Council its true and lawful attorney-in-fact to execute, deliver, file and record, on its behalf and in its name, such Security Document. The District Council will promptly provide Producer with a true and complete copy of each Security Document executed by the District Council under this paragraph along with full information regarding each jurisdiction where it has been registered, filed or recorded. (b) use all reasonable good faith business efforts to defend, at its own cost and expense, Producer’s right, title and interest in and to the Collateral, and the Security Interest and rights of the District Council, against all claims of infringement and against any and all claims by third parties arising out of or resulting from the use in the Production of any story, adaptation, idea, impersonation, character, photograph, music, musical composition or other material, provided that Producer may satisfy this requirement if Producer causes the District Council to be named as an additional insured, as its interest may appear, on any standard policy of errors & omissions insurance maintained by Producers or its successors in interest with respect to the Production. 6.02 The District Council acknowledges that Producer, and its successors, licensees, and assigns, are the persons undertaking the release and exploitation of the Production and all rights within or arising from it. The District Council further acknowledges that prior to the District Council realizing on its Security Interest in accordance with this security agreement, nothing in this security agreement authorizes or permits the District Council to delay, enjoin, impede, impair or otherwise interfere with the development, production, distribution, advertising, marketing, turning to account or other exploitation of the Production or any of the Collateral which is undertaken, authorized, permitted or allowed by Producer or any of its successors, licensees, or assigns in the sole exercise of their good faith business judgment, and nothing in this security agreement requires or prevents Producer or any of its successors in interest from taking or refraining from taking any action for any infringement or piracy of any rights in the Production or Collateral. The District Council agrees that Producer has no obligation under this security agreement to release the Production or to exploit the Production or to realize any moneys with respect thereto in any manner. 6.03 Until default or unless otherwise agreed with the Secured Party, the Debtor may deal with Collateral in the ordinary course of the Debtor’s business in any manner consistent with the provisions of this security agreement. If the Debtor desires to change its principal place of business or mailing address from that described in Schedule 11A paragraph 1.2 above or if the Debtor wishes to move its records and accounts from that described in Schedule 11Aparagraph 1.3 above, or if the Debtor wishes to move the Production negatives or the positive copies of the Production from the locations described in Schedule 11Aparagraphs 1.3, 1.4 and 1.5 above, the Debtor shall notify the Secured Party of the relevant change and do all such acts and execute all such documents as are required by the District Council to effectively preserve and perfect the Secured Party’s security therein in the jurisdiction to which such assets have been moved. For clarity, nothing herein shall require Debtor to notify the District Council of the removal by any distributor of prints incorporating the Production.to 6.04 The Debtor shall defend its own rights in Collateral against the claims and demands of all persons. The Debtor shall use its best efforts to maintain the negative and positive copies of the Production in Debtor’s possession in a condition and state of repair that preserves the value of such Collateral. The Debtor will not knowingly commit or permit damage to or destruction of the negative of the Production. 6.05 The Debtor shall notify the Secured Party promptly of: (a) any material change in the information contained in this agreement (including the schedules hereto) relating to the Debtor, the Debtor’s business or Collateral; (b) the details of any change in name or address of the Debtor or location of Collateral; (c) the details of any disposition of the negative of the Production; (d) the details of any claim or litigation materially affecting the ownership of the Collateral; (e) any material loss of or damage to Collateral; (f) any material default known to Debtor by any distributor or broadcaster which materially affects the likelihood of further use fees to the District Council in respect of the Production. 6.06 The Debtor will conduct its business and affairs in a proper and efficient manner in accordance with applicable law and keep records relating to the Production in accordance with generally accepted accounting procedures. The Debtor shall pay all charges, taxes, assessments, claims, liens and encumbrances relating to Collateral or the Debtor’s business and affairs when the same become due. The Debtor will deliver to the Secured Party promptly such information concerning Collateral, the Debtor and the Debtor’s business and affairs as the Secured Party may reasonably request.

RIGHTS AND OBLIGATIONS OF DEBTOR. 6.01 The Producer shall: (a) at no cost, execute and deliver such further agreements, contracts, documents and instruments (each a “"Security Document”") as the Quebec District Council may reasonably prepare, require to perfect, protect or maintain the Security Interest provided for herein. If, within ten (10) business days of notice from the Quebec District Council requesting any such Security Document, Producer fails to execute and deliver it consistent with the rights of the District Council or to provide the District Council with notice specifying with particularity Producer’s 's objection to so doing, then Producer hereby irrevocably appoints the District Council its true and lawful attorney-in-fact to execute, deliver, file and record, on its behalf and in its name, such Security Document. The Quebec District Council will promptly provide Producer with a true and complete copy of each Security Document executed by the Quebec District Council under this paragraph along with full information regarding each jurisdiction where it has been registered, filed or recorded. (b) use all reasonable good faith business efforts to defend, at its own cost and expense, Producer’s 's right, title and interest in and to the Collateral, and the Security Interest and rights of the Quebec District Council, against all claims of infringement and against any and all claims by third parties arising out of or resulting from the use in the Production of any story, adaptation, idea, impersonation, character, photograph, music, musical composition or other material, provided that Producer may satisfy this requirement if Producer causes the Quebec District Council to be named as an additional insured, as its interest may appear, on any standard policy of errors & omissions insurance maintained by Producers or its successors in interest with respect to the Production. 6.02 The Quebec District Council acknowledges that Producer, and its successors, licensees, and assigns, are the persons undertaking the release and exploitation of the Production and all rights within or arising from it. The Quebec District Council further acknowledges that prior to the Quebec District Council realizing on its Security Interest in accordance with this security agreement, nothing in this security agreement authorizes or permits the Quebec District Council to delay, enjoin, impede, impair or otherwise interfere with the development, production, distribution, advertising, marketing, turning to account or other exploitation of the Production or any of the Collateral which is undertaken, authorized, permitted or allowed by Producer or any of its successors, licensees, or assigns in the sole exercise of their good faith business judgment, and nothing in this security agreement requires or prevents Producer or any of its successors in interest from taking or refraining from taking any action for any infringement or piracy of any rights in the Production or Collateral. The Quebec District Council agrees that Producer has no obligation under this security agreement to release the Production or to exploit the Production or to realize any moneys with respect thereto in any manner. 6.03 Until default or unless otherwise agreed with the Secured Party, the Debtor may deal with Collateral in the ordinary course of the Debtor’s business in any manner consistent with the provisions of this security agreement. If the Debtor desires to change its principal place of business or mailing address from that described in Schedule 11A paragraph 1.02 above or if the Debtor wishes to move its records and accounts from that described in Schedule 11Aparagraph 1.03 above, or if the Debtor wishes to move the Production negatives or the positive copies of the Production from the locations described in Schedule 11Aparagraphs 1.03, 1.04 and 1.05 above, the Debtor shall notify the Secured Party of the relevant change and do all such acts and execute all such documents as are required by the Quebec District Council to effectively preserve and perfect the Secured Party’s 's security therein in the jurisdiction to which such assets have been moved. For clarity, nothing herein shall require Debtor to notify the Quebec District Council of the removal by any distributor of prints incorporating the Production. 6.04 The Debtor shall defend its own rights in Collateral against the claims and demands of all persons. The Debtor shall use its best efforts to maintain the negative and positive copies of the Production in Debtor’s possession in a condition and state of repair that preserves the value of such Collateral. The Debtor will not knowingly commit or permit damage to or destruction of the negative of the Production. 6.05 The Debtor shall notify the Secured Party promptly of: (a) any material change in the information contained in this agreement (including the schedules hereto) relating to the Debtor, the Debtor’s business or Collateral;, (b) the details of any change in name or address of the Debtor or location of Collateral; (c) the details of any disposition of the negative of the Production; (d) the details of any claim claim, or litigation materially affecting the ownership of the Collateral; (e) any material loss of or damage to Collateral; (f) any material default known to Debtor by any distributor or broadcaster which materially affects the likelihood of further use fees to the District Council in respect of the Production. 6.06 The Debtor will conduct its business and affairs in a proper and efficient manner in accordance with applicable law and keep records relating to the Production in accordance with generally accepted accounting procedures. The Debtor shall pay all charges, taxes, assessments, claims, liens and encumbrances relating to Collateral or the Debtor’s 's business and affairs when the same become due. The Debtor will deliver to the Secured Party promptly such information concerning Collateral, the Debtor and the Debtor’s business and affairs as the Secured Party may reasonably request.

RIGHTS AND OBLIGATIONS OF DEBTOR. 6.01 6.1 The Producer shall: (a) 6.1.1 at no cost, execute and deliver such further agreements, contracts, documents documents, and instruments (each a “Security Document”) as the District Council ACTRA may reasonably prepare, require to perfect, protect protect, or maintain the Security Interest provided for providedfor herein. If, within ten (10) business days of notice from the District Council ACTRA requesting any such Security Document, the Producer fails to execute and deliver it consistent with the rights therights of the District Council ACTRA or to provide the District Council ACTRA with notice specifying with specifyingwith particularity the Producer’s objection to so doing, then the Producer hereby irrevocably appoints the District Council ACTRA its true and lawful attorney-in-fact attorney‐in‐fact to execute, deliver, file file, and record, on its behalf and in its name, such Security Document. The District Council ACTRA will promptly provide the Producer with a true and complete copy of each Security Document executed by the District Council ACTRA under this paragraph paragraph, along with full information regarding each jurisdiction where it has been registered, filed filed, or recorded. (b) 6.1.2 use all reasonable good faith good‐faith business efforts to defend, at its own cost and expense, the Producer’s right, title title, and interest in and to the Collateral, and the Security Interest and rights of the District CouncilACTRA, against all claims of infringement and against andagainst any and all claims by third parties arising out of or resulting from the use in the Production of any story, adaptation, idea, impersonation, character, photograph, music, musical composition composition, or other material, provided that thatthe Producer may satisfy this requirement if the Producer causes the District Council ACTRA to be named as an additional insured, as its interest may appear, on any standard policy of errors & and omissions insurance maintained by Producers the Producer or its successors in interest with respect to the Production. 6.02 The District Council 6.2 ACTRA acknowledges that Producer, the Producer and its successors, licensees, and assigns, andassigns are the persons undertaking the release and exploitation of the Production and all rights within or arising from it. The District Council ACTRA further acknowledges that prior to the District Council ACTRA’s realizing on its Security Interest in accordance with this security agreementSecurity Agreement, nothing in this security agreement Security Agreement authorizes or permits the District Council ACTRA to delay, enjoin, impede, impair impair, or otherwise interfere with the development, production, distribution, advertising, marketing, turning to account account, or other exploitation of the Production or any of the Collateral which that is undertaken, authorized, permitted permitted, or allowed by the Producer or any of its successors, licensees, or assigns in the sole exercise of their good faith good‐faith business judgmentjudgement, and nothing in this security agreement Security Agreement requires or prevents the Producer or any of its successors in interest from taking or refraining from taking any action anyaction for any infringement or piracy of any rights in the Production or the Collateral. The District Council ACTRA agrees that the Producer has no obligation under this security agreement Security Agreement to release the Production or to exploit the Production or to realize any moneys with respect thereto in any manner. 6.03 6.3 Until default or unless otherwise agreed with the Secured Party, the Debtor may deal with the Collateral in the ordinary course of the Debtor’s business in any manner consistent with the provisions of this security agreementSecurity Agreement. If the Debtor desires to change its principal place of business or businessor mailing address from that described in Schedule 11A Paragraph 5(a) above or if the Debtor wishes to move its records and accounts from that place described in Schedule 11AParagraph 5(b) above, or if the Debtor wishes to move the Production negatives Productionnegatives or the positive copies of the Production from the locations described in Schedule 11AParagraphs 5(b), 5(c), and 5(d) above, the Debtor shall notify the Secured Party of the relevant change and do all such acts and execute all such documents as are required by the District Council ACTRA to effectively preserve and perfect the Secured Party’s security therein in the jurisdiction to which such assets have been moved. For clarity, nothing herein shall require the Debtor to notify the District Council ACTRA of the removal by any distributor of prints incorporating the Production. 6.04 6.4 The Debtor shall defend its own rights in the Collateral against the claims and demands of all persons. The Debtor shall use its best efforts to maintain the negative and positive copies of the Production in the Debtor’s possession in a condition and state of repair that preserves the value of such Collateral. The Debtor will not knowingly commit or permit damage to or destruction of the negative of the Production. 6.05 6.5 The Debtor shall notify the Secured Party promptly of: (a) any material change in the information contained in this agreement Agreement (including the schedules hereto) relating to the Debtor, the Debtor’s business business, or the Collateral;, (b) the details of any change in name or address of the Debtor or Debtoror location of the Collateral; (c) the details of any disposition of the negative of the Production; (d) the details of any claim or litigation materially affecting the materiallyaffecting ownership of the Collateral; (e) any material loss of or damage to the Collateral; (f) any material default known to the Debtor by any distributor or broadcaster which that materially affects the likelihood of further use fees Usefees to the District Council ACTRA in respect of the Production. 6.06 6.6 The Debtor will conduct its business and affairs in a proper and efficient manner in accordance with applicable law and keep records relating to the Production theProduction in accordance with generally accepted accounting procedures. The Debtor shall pay all charges, taxes, assessments, claims, liens liens, and encumbrances relating to the Collateral or the Debtor’s business and affairs when the same become due. The Debtor will promptly deliver to the tothe Secured Party promptly such information concerning the Collateral, the Debtor Debtor, and the Debtor’s business and affairs as the Secured Party may reasonably request.