Common use of Uncompleted Items of Product Clause in Contracts

Uncompleted Items of Product. With respect to each item of Product or seasonal order of a television series for which any Credit Party has Production Exposure in the amount of US$3,000,000 or more and for each Designated Picture (regardless of budget size), deliver to the Administrative Agent, not later than (A) in the case of an item of Product being produced by or under the control of any Credit Party, five (5) days prior to the commencement of principal photography of such item of Product or such earlier date on which the first Borrowing is made with respect to such item of Product under a Special Production Tranche and (B) in the case of an item of Product being acquired from a third party or through a co-production which is not controlled by a Credit Party, five (5) days prior to payment by any Credit Party of any portion of the cost of such item of Product (other than a down payment of 10% or less of the Production Exposure for an item of Product), each of the following to the extent applicable (it being understood that for purposes of clause (B) clause (1) below shall not be applicable. (1) the budget and cash flow schedule for such item of Product, (2) a schedule identifying all agreements executed in connection with such item of Product, which provide for deferments of compensation or participations (as distinguished from residuals), in either case, payable by any Credit Party from its share of revenues, (3) copies of such of the foregoing agreements as the Lenders may reasonably request, (4) certificates or binders of insurance with respect to such item of Product (and policies of insurance if requested by the Administrative Agent and provided such policies are in the Credit Parties' possession or are otherwise available to the Credit Parties), including all forms of insurance coverage required by Section 5.5 hereof, (5) copies of all instruments of transfer or other instruments (in recordable form) ("Chain of Title" documents) necessary to establish, to the reasonable satisfaction of the Administrative Agent, in the appropriate Credit Party ownership of sufficient rights under copyright in the literary properties upon which such item of Product is to be based to enable such Credit Party to produce and/or distribute such item of Product and to grant the Administrative Agent the security interests therein which are contemplated by this Credit Agreement and the other Fundamental Documents which Chain of Title documents shall evidence to the Administrative Agent's satisfaction the Credit Party's rights in, and with respect to, such item of Product, (6) evidence of the registration in the name of, or the transfer to, a Credit Party of the copyright in the item of Product and/or the literary and other properties upon which the item of Product is to be based (all as required by Section 5.8 hereof) and an executed Copyright Security Agreement Supplement with respect to such item of Product or such literary and other properties (as applicable), (7) in the case of: (a) an item of Product being produced by or under the control of any Credit Party, to the extent not already covered by an existing Pledgeholder Agreement, executed Pledgeholder Agreement(s) with respect to such item of Product; provided, however, that if a Credit Party has granted a Lien in such item of Product to secure outside production financing in accordance with Section 6.2(n) hereof, no Pledgeholder Agreement shall be required until such time as the outside production financier has released such Lien; or (b) an item of Product being acquired from a third party or through a co-production which is not controlled by a Credit Party, to the extent not already covered by an existing Laboratory Access Letter, executed Laboratory Access Letter(s) with respect to such item of Product. (8) a copy of any Notice of Assignment and Irrevocable Instructions executed in connection with any receivable to which the Credit Party is entitled with respect to such item of Product.

Uncompleted Items of Product. With respect to each item of Product or seasonal order of a television series for which any Credit Party has Production Exposure in the amount of US$3,000,000 or more and for each Designated Picture (regardless of budget size), deliver to the Administrative Agent, not later than (A) in the case of an item of Product being produced by or under the control of any Credit Party, five (5) days prior to the commencement of principal photography of such item of Product or such earlier date on which the first Borrowing is made with respect to such item of Product under a Special Production Tranche and (B) in the case of an item of Product being acquired from a third party or through a co-production which is not controlled by a Credit Party, five (5) days prior to payment by any Credit Party of any portion of the cost of such item of Product (other than a down payment of 10% or less of the Production Exposure for an item of Product), each of the following to the extent applicable (it being understood that for purposes of clause (B) clause (1) below shall not be applicable. (1) the budget and cash flow schedule for such item of Product, (2) a schedule identifying all agreements executed in connection with such item of Product, which provide for deferments of compensation or participations (as distinguished from residuals), in either case, payable by any Credit Party from its share of revenues, (3) copies of such of the foregoing agreements as the Lenders may reasonably request, (4) certificates or binders of insurance with respect to such item of Product (and policies of insurance if requested by the Administrative Agent and provided such policies are in the Credit Parties' possession or are otherwise available to the Credit Parties), including all forms of insurance coverage required by Section 5.5 hereof, (5) copies of all instruments of transfer or other instruments (in recordable form) ("Chain of Title" documents) necessary to establish, to the reasonable satisfaction of the Administrative Agent, in the appropriate Credit Party ownership of sufficient rights under copyright in the literary properties upon which such item of Product is to be based to enable such Credit Party to produce and/or distribute such item of Product and to grant the Administrative Agent the security interests therein which are contemplated by this Credit Agreement and the other Fundamental Documents which Chain of Title documents shall evidence to the Administrative Agent's satisfaction the Credit Party's rights in, and with respect to, such item of Product, (6) evidence of the registration in the name of, or the transfer to, a Credit Party of the copyright in the item of Product and/or the literary and other properties upon which the item of Product is to be based (all as required by Section 5.8 hereof) and an executed Copyright Security Agreement Supplement with respect to such item of Product or such literary and other properties (as applicable), (7) in the case of: (a) an item of Product being produced by or under the control of any Credit Party, to the extent not already covered by an existing Pledgeholder Agreement, executed Pledgeholder Agreement(s) with respect to such item of Product; provided, however, that if a Credit Party has granted a Lien in such item of Product to secure outside production financing in accordance with Section 6.2(n) hereof, no Pledgeholder Agreement shall be required until such time as the outside production financier has released such Lien; or (b) an item of Product being acquired from a third party or through a co-production which is not controlled by a Credit Party, to the extent not already covered by an existing Laboratory Access Letter, executed Laboratory Access Letter(s) with respect to such item of Product., (8) a copy of any Notice of Assignment and Irrevocable Instructions executed in connection with any receivable to which the Credit Party is entitled with respect to such item of Product.

Uncompleted Items of Product. With respect to each item of Product or seasonal order of a television series for which any Credit Party has Production Exposure in the amount of US$3,000,000 or more and for each Designated Picture (regardless of budget size), deliver to the Administrative Agent, not later than (A) in In the case of an item of Product being produced by or under which is included in the control of any Credit PartyBorrowing Base, five (5) days prior to not later than the commencement of principal photography of such item of Product (in the case of an item of Product produced by or such earlier under the control of a Credit Party) or not later than the date on which of any payment of any portion of the first Borrowing is made with respect to acquisition cost for such item of Product under (in the case of an item of Product being acquired from a Special Production Tranche and third party), deliver to the Administrative Agent each of the following to the extent applicable (B) it being understood that in the case of an item of Product being acquired from a third party in accordance with the provisions of this Credit Agreement: (A) clauses (1) and (8) below shall not be applicable and (B) a Pledgeholder Agreement or through a co-production which is Laboratory Access Letter shall be delivered pursuant hereto, if not controlled already covered by a Credit PartyPledgeholder Agreement, within five (5) days prior to after payment by any Credit Party of any portion of the cost of such item of Product (other than a down payment of 10% or less of the Production Exposure for an item of Product), each of the following to the extent applicable (it being understood that for purposes of clause (B) clause (1) below shall not be applicable.acquisition cost): (1) the budget and cash flow schedule for such item of Product, (2) a schedule identifying all agreements executed in connection with such item of Product, in the case of an item of Product produced by or under the control of a Credit Party which provide for deferments of compensation or participations (as distinguished from residuals), in either case, payable by any Credit Party from its share of revenues, (3) copies of such of the foregoing agreements as the Lenders may reasonably request, (4) certificates or binders of insurance with respect to such item of Product, in the case of an item of Product produced by or under the control of a Credit Party (and policies of insurance if requested by the Administrative Agent and provided such policies are in the Credit Parties' possession or are otherwise available to the Credit Parties), including all forms of insurance coverage required by Section 5.5 hereof, (5) copies of all instruments of transfer or other instruments (in recordable form) ("Chain of Title" documents) necessary to establish, to the reasonable satisfaction of the Administrative Agent, in the appropriate Credit Party ownership of sufficient rights under copyright in the literary properties upon which such item of Product is to be based to enable such Credit Party to produce and/or distribute such item of Product and to grant the Administrative Agent the security interests therein which are contemplated by this Credit Agreement and the other Fundamental Documents which Chain of Title documents shall evidence to the Administrative Agent's satisfaction the Credit Party's rights in, and with respect to, such item of Product, (6) evidence of the registration in the name of, or the transfer to, a Credit Party of the copyright in the item of Product and/or the literary and other properties upon which the item of Product is to be based (all as required by Section 5.8 hereof) and an executed Copyright Security Agreement Supplement with respect to such item of Product or such literary and other properties (as applicable), (7) in the case of: (a) an item of Product being produced by or under the control of any Credit Party, to the extent not already covered by an existing Pledgeholder Agreement, executed Pledgeholder Agreement(s) with respect to such item of Product; provided, however, that if , (8) a Credit Party has granted a Lien in such item of Product to secure outside production financing in accordance with Section 6.2(n) hereof, no Pledgeholder Agreement shall be required until such time as the outside production financier has released such Lien; or (b) an item of Product being acquired from a third party or through a co-production which is not controlled by a Credit Party, to the extent not already covered by an existing Laboratory Access Letter, executed Laboratory Access Letter(s) Completion Bond with respect to such item of Product., (8) 9) a Borrowing Base Certificate which sets forth the Borrowing Base as of a date no more than seven (7) Business Days prior to the date by which this Section 5.19(a) must be satisfied for an item of Product and (10) a copy of any Notice of Assignment and Irrevocable Instructions executed in connection with any receivable to which the Credit Party is entitled with respect to such item of Product.