ARTICLE 22 Responsibility for Residual Payments Section 22 .../media/27B44530FD0D403DB9151ED740A5119A.pdf · Markets or New Media (as applicable), to make the additional payments

ARTICLE 22

Responsibility for Residual Payments

Section 22-100 EMPLOYER'S RESPONSIBILITY ANDDISTRIBUTOR'S LIABILITY

With respect to all theatrical motion pictures produced under this Directors Guildof America Basic Agreement (hereinafter referred to as the "DGA BA" or the"BA"), the principal photography of which commences on or after July 1, 2014,which are released to free television or which are released to SupplementalMarkets or New Media, the following provisions shall be applicable:

22-101 Distributor's Assumption Agreement for Theatrical MotionPictures -- Television, Supplemental Markets and New Media

(a) Prior to the commencement of principal photography of eachsuch motion picture in which one (1) or more Employeescovered by this Agreement renders services, if the Employer isnot also the Distributor of such motion picture on freetelevision or in Supplemental Markets or New Media (asapplicable), Employer shall obtain from the Distributor havingsuch free television, Supplemental Markets or New Mediadistribution rights (as applicable) and deliver to the Guild aseparate written agreement herein called "Distributor'sAssumption Agreement," made expressly for the benefit of theGuild as representative of the Employees involved and for thebenefit of the Directors Guild of America – Producer PensionPlan (hereinafter "the Pension Plan"), by which suchDistributor agrees to assume and pay the amounts payablehereunder by reason of the exhibition of such motion picture onfree television or in Supplemental Markets or New Media (asapplicable), when and as the same become due.

In the event such Distributor is a signatory Employer, it shallbe deemed automatically bound to such Distributor'sAssumption Agreement and delivery and execution of saidAssumption Agreement shall not be necessary.

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Such agreement shall be substantially in the following form:

DISTRIBUTOR'S ASSUMPTION AGREEMENT

In consideration of the execution of a DISTRIBUTIONAGREEMENT between _______________________________("Employer") and the undersigned Distributor, Distributoragrees that the motion picture presently entitled____________________________________________________________________________________________________

(the "Picture") is subject to the Directors Guild of America Basic Agreement of2014 covering theatrical motion pictures and particularly to theprovisions of Articles 18 and 19 and Sideletter No. 15 thereof(strike those of the following clauses (1), (2) or (3) which are notapplicable):

(1) Article 18 thereof, pertaining to additional paymentsto Employees and the Pension Plan when theatricalmotion pictures are released in SupplementalMarkets; and

(2) Article 19 thereof, pertaining to additional paymentsto Employees and the Pension Plan when theatricalmotion pictures are released to free television.

(3) Sideletter No. 15 thereof, pertaining to additionalpayments to Employees and the Pension Plan whentheatrical motion pictures are released in NewMedia.

Distributor is distributing or licensing the Picture fordistribution (select one)

_____in perpetuity (i.e., for the period of copyright and anyrenewals thereof)

_____for a limited term of ____ years

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in the following territories and media (indicate those that areapplicable):

Territory:

_____Domestic (the U.S. and Canada, and their respectivepossessions and territories)

_____Foreign (the world excluding the U.S. and Canadaand their respective possessions and territories)

_____Other (please describe):

Media:

_____All

_____Home Video

_____Pay Television

_____Free Television

_____New Media


_____See description, attached hereto as Exhibit "A" andincorporated herein by reference.

Distributor hereby agrees, expressly for the benefit of theDirectors Guild of America, herein called "the DGA" or "theGuild," as representative of the Employees who rendered serviceson the Picture, and for the benefit of the Pension Plan, when thePicture is telecast on free television or exhibited in SupplementalMarkets or New Media (as applicable), to make the additionalpayments required thereby, if any, with respect to the territories,media and term referred to above as provided in the applicableArticles and/or Sideletter referred to hereinabove (all suchpayments are collectively hereinafter referred to as "Residuals").

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Distributor, for and on behalf of the Employer, shall make allSocial Security, withholding, unemployment insurance anddisability insurance payments required by law with respect to theadditional compensation referred to in the preceding sentence.

It is expressly understood that the right of Distributor tolicense the Picture for exhibition on free television or inSupplemental Markets or New Media (as applicable), or toexhibit or cause or permit the Picture to be exhibited on freetelevision or in Supplemental Markets or New Media (asapplicable), shall be subject to and conditioned upon the promptpayment of Residuals with respect to the territories, media andterm referred to above in accordance with said applicable Articlesand/or Sideletter. It is agreed that the Guild, in addition to allother remedies, shall be entitled to injunctive relief againstDistributor in the event such payments are not made.

To the extent that Employer has executed a securityagreement and financing statement in the Guild's favor in thePicture and related collateral as defined in the DGA–SecurityAgreement ("DGA Security Interest"), Distributor agrees andacknowledges that Distributor's rights in the Picture acquiredpursuant to the Distribution Agreement (to the extent those rightsare included in the collateral covered by the Security Agreement)are subject and subordinate to the DGA Security Interest.

The DGA agrees that so long as Residuals with respect tothe Picture for the territories, media and term referred to aboveare timely paid in accordance with said applicable Articles and/orSideletter that the DGA will not exercise any rights under theDGA Security Interest which would in any way interfere with therights of the Distributor to distribute the Picture and receive allrevenues from such distribution.

The Guild further agrees that if it exercises its rights as asecured party, it will dispose of collateral which encompasses anyof Distributor's rights or interests in, or physical items relating to,the Picture, only to a transferee which agrees in writing to bebound by the Guild's obligations under this AssumptionAgreement.

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Within a reasonable time after the expiration of eachcalendar quarter, but not exceeding sixty (60) days, Distributorwill furnish or cause to be furnished to the Guild a written reportshowing the "Employer's gross" during the preceding quarterfrom the distribution of the Picture by Distributor on freetelevision or in Supplemental Markets or New Media (asapplicable), with respect to which Distributor is required to makepayments hereunder, (whether distributed by the Distributor orthrough another distributor).

Distributor shall also make available for inspection by theDGA all Distributor's statements delivered to Employer insofar asthey relate to such "Employer's gross." The Guild shall have theright at reasonable times and on reasonable notice to examine thebooks and records of Distributor as to such "Employer's gross"pertaining to such distribution on free television or inSupplemental Markets or New Media (as applicable) of thePicture. If Distributor shall fail to make such payments requiredunder Articles 18 and 19 as and when due and payable, interestshall accrue at the rate of one percent (1%) per month on theunpaid balance thereof commencing to accrue from the datepayment is due.

In the event of any sale, assignment or transfer ofDistributor's distribution or exhibition rights in the Picture,Distributor shall remain liable for the Residuals unless Distributorobtains an executed Distributor's Assumption Agreement fromsuch purchaser, assignee or transferee and the Guild approves inwriting the financial responsibility of the party obtaining suchrights. The Guild agrees that it will not unreasonably withhold itsapproval of the financial responsibility of any such purchaser,assignee or transferee. In the event the Guild is notified that suchpurchaser, assignee or transferee is a Qualified Distributor, as thatterm is defined in Paragraph 22-103, then the financialresponsibility of such purchaser, assignee or transferee shall bedeemed automatically approved on the date the Guild receiveswritten notice of the assumption of obligations hereunder by theQualified Distributor. Nothing herein shall release Employer ofits obligations under the Basic Agreement or any other agreementbetween Employer and the Guild.

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If the Guild does not approve in writing the financialresponsibility of the party obtaining such rights, thisDISTRIBUTOR'S ASSUMPTION AGREEMENT shall remaineffective and binding upon Distributor, and Distributor shall beobligated to pay Residuals which accrue during the term for thoseterritories and media for which it was granted distribution rightsand all extensions and renewals. Such obligations shall besubject to Section 22-200 of the Basic Agreement. TheDistributor shall have the right, at its election, to cause to beimmediately submitted to arbitration, pursuant to the provisionsof Article 2 of the Basic Agreement, the issue of whether theGuild has unreasonably withheld the approval of the financialresponsibility of such purchaser, assignee or transferee forpayments due hereunder.

Distributor and the Guild hereby agree that all disputesbased upon, arising out of or relating to this AssumptionAgreement, other than the Guild's entitlement to injunctive orother equitable relief, shall be submitted to final and bindingarbitration in accordance with the arbitration provisions containedin the Basic Agreement. Notwithstanding the foregoing,Distributor agrees and acknowledges that the Guild is notprecluded by this or any other provision of this AssumptionAgreement from obtaining from a court injunctive relief or anyother legal remedy at any time prior to arbitration or issuance ofan arbitration award. The right to obtain injunctive relief from acourt shall be applicable whether an arbitration proceeding has orhas not been initiated, and further, without limitation, shall beapplicable in conjunction with a proceeding to confirm andenforce an arbitration award against Distributor.

THIS DISTRIBUTOR'S ASSUMPTION AGREEMENTSHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OFCALIFORNIA AND THE UNITED STATES, AS THE SAMEWOULD BE APPLIED BY A FEDERAL COURT INCALIFORNIA WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAWS. The Guild and Distributor agree thatany arbitration or legal action or proceeding brought to interpretor enforce the provisions of this Distributor's Assumption

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Agreement (including an action to compel arbitration or a petitionto vacate an arbitration award) shall be held or brought in LosAngeles County, California, and Distributor irrevocably submitsto the jurisdiction of the federal and state courts therein. Notwithstanding the foregoing, the Guild, at its option, may bringa legal action or proceeding outside California under thefollowing circumstances: (i) if Distributor has no principal placeof business in California; or (ii) whether or not Distributor has aprincipal place of business in California, to enforce or executeupon an arbitration award or court order or judgment, in anyjurisdiction in which Distributor's assets are located (andDistributor irrevocably submits to the jurisdiction of the courts ofsuch places for purposes of such execution or enforcement). Distributor consents to service of process by personal delivery orby certified or registered mail, return receipt requested, toDistributor's general counsel or to Distributor's representativeidentified below or by first class mail to Distributor whenDistributor has not designated a representative or a generalcounsel, or by any other method permitted by law.

Date ___________ _________________________________("Distributor")

Address: ______________________________________________________________________

By: ________________________________________

________________________________________Please print name

Title: ________________________________________

Distributor's Representative or General Counsel:

_____________________________________________

(b) An inadvertent failure on the part of any such Distributor tocomply with any of the reporting provisions of subparagraph (a)above shall in no event constitute a default by the Employer or

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such Distributor or a breach of this Agreement, provided thatsuch failure is cured promptly after notice in writing thereof fromthe Directors Guild of America.

(c) In the event of the expiration or termination of any distributionagreement, the obligation of Employer to obtain and deliver to theGuild such Distributor's Assumption Agreement shall apply aswell to any subsequent distribution agreement entered into byEmployer, and Employer shall obtain and deliver an executedDistributor's Assumption Agreement within ten (10) days afterthe execution of each such subsequent distribution agreement.

22-102 Financial Assurances

With respect to any such motion picture produced hereunder, the Guild,prior to the commencement of principal photography of such motionpicture, may require such financial assurances from Employer as itdeems advisable to insure performance of Employer's obligations to paythe Residuals, including without limitation, the execution of securityagreements, guarantees or other protective agreements, subject,however, to the following:

(a) If the Guild shall require financial assurances from the Employerin the form of a security agreement for a security interest in thePicture, so long as the Residuals are timely paid with respect toall territories, media and term acquired by the Distributor inaccordance with Article 18, Article 19 and/or Sideletter No. 15 ofthe Basic Agreement, as applicable, the Guild shall not exerciseany rights under such security agreement which would in any wayinterfere with the rights of the Distributor to distribute the Pictureand receive all revenues from such distribution, provided thatsuch Distributor has executed and delivered a Distributor'sAssumption Agreement to the Guild and is in compliance withthe terms thereof.

(b) If any "Qualified Distributor," as that term is defined in Paragraph22-106, assumes in perpetuity under the Distributor's AssumptionAgreement the obligation to pay the Residuals for all territoriesand media with respect to the Picture or guarantees in a writtenform satisfactory to the Guild (which shall include the Standard

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Letter of Guaranty set forth in Exhibit "B-1" of this Agreement)all of such obligations thereunder, the Guild will release andcause to be discharged of record all such security interests, liens,charges or encumbrances entered into by or obtained from suchEmployer and will not require further financial assurances fromsuch Employer; provided, however, the Employer's primaryliability as an Employer shall not be released thereby.

(c) If any "Qualified Distributor" acquires rights to distribute thePicture in specific territories and media (but not all territories andmedia) in perpetuity, and thereby has assumed responsibility forthe payment of Residuals for such territories and media soacquired pursuant to the Distributor's Assumption Agreement orguarantees in a written form satisfactory to the Guild (which shallinclude the Standard Letter of Guaranty set forth in Exhibit "B-1"of this Agreement) all of such obligations thereunder, then if theEmployer has granted or thereafter grants a security interest infavor of the Guild in the Picture and related collateral as definedin the DGA Security Agreement, the Guild: (1) agrees to modifythe definition of the collateral in the DGA Security Agreement toexclude those territories and media acquired by such QualifiedDistributor; and (2) acknowledges Distributor's continuing rightsof full, unlimited but non-exclusive access to and use of any andall physical items and elements relating to the Picture.

(d) If any "Qualified Distributor" acquires rights to distribute thePicture in specific territories and media for a limited period oftime, and thereby has assumed responsibility for the payment ofResiduals for such term and in such territories and media pursuantto the Distributor's Assumption Agreement or guarantees in awritten form satisfactory to the Guild (which shall include theStandard Letter of Guaranty set forth in Exhibit “B-1" of thisAgreement) all of such obligations thereunder, then any securityagreement or security interest obtained by the Guild from theEmployer in connection with the Picture shall remain in effect,but the Guild agrees: (1) to modify the definition of the collateralin the DGA Security Agreement to exclude those territories andmedia for the term of the rights acquired by Distributor, includingrenewals and extensions; and (2) acknowledges Distributor'scontinuing rights of full, unlimited but non-exclusive access to

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and use of any and all physical items and elements relating to thePicture.

22-103 Qualified Distributors

(a) In addition to those distributors who have been deemed"Qualified" by the Guild due to their past bargaining relationshipand/or Residuals payment history, the term "QualifiedDistributor" shall mean a Distributor who satisfies therequirements set forth in subparagraphs (1) and (2) below:

(1) Distributor has the financial history, liquidity, net earningsbefore interest, taxes and amortization, assets, and networth to establish its present and future ability to payResiduals arising from the exploitation of the GuildPictures being distributed.

(2) The Distributor has been in business for five (5) or moreyears and has a history of prompt and proper payment ofResiduals pursuant to DGA contracts in five (5)consecutive years immediately prior to seeking QualifiedDistributor status.

(b) A Qualified Distributor must agree to assume Residualsobligations, or guarantee the payment of Residuals in accordancewith the Qualified Distributor/Buyer Letter of Agreement, as setforth in Exhibit "A-1" of this Agreement, for each Pictureproduced under this Basic Agreement for the territories, mediaand term for which it has distribution rights and must execute theQualified Distributor's Agreement.

(c) In the event of a dispute as to qualifications of an applicant forQualified Distributor status, Employer shall provide suchfinancial assurances as the Guild may deem appropriate, whichmay include, but are not limited to, a security interest in thePicture and related collateral, in which case Distributor shallacknowledge same. Said security interest shall remain effectiveunless and until it is established by agreement or in an arbitration,pursuant to the arbitration provisions contained in the BasicAgreement, that the applicant Distributor meets the

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aforementioned requirements for qualification. Such applicantshall have the burden of proof that it satisfies the aforementionedrequirements for qualification in any arbitration and shall, uponthe Guild's request, furnish to the Guild all relevant financial orcorporate information relating thereto as the Guild mayreasonably require.

(d) Any information submitted to the Guild in order to determinewhether a distributor is entitled to status as a QualifiedDistributor shall, at the Distributor's discretion, be subject toreasonable confidentiality arrangements.

(e) In the event that a Qualified Distributor, after notice and areasonable opportunity to cure, generally fails to report and/orpay Residuals when they are due or generally fails to payobligations to creditors when they become due or in the event apetition is filed under the Bankruptcy Code by or against aQualified Distributor, the Guild shall have the right to terminatethe Distributor's Qualified Distributor status. The Distributorshall have the right to invoke the arbitration procedures describedabove to challenge such termination. Pending the resolution ofsuch challenge, the Qualified Distributor's status shall beconsidered terminated. The Guild agrees that it will not terminatea Qualified Distributor's status when there is a bona fide disputeas to whether Residuals are due, or a bona fide dispute as to theamount of Residuals due to the Guild, if the Distributor hasotherwise timely reported and paid Residuals. In addition to theabove, if a Guild audit conducted pursuant to the BasicAgreement or other financial information discloses that theQualified Distributor no longer meets the aforementionedstandards for qualification, the Guild may initiate an arbitrationpursuant to the Basic Agreement to terminate the QualifiedDistributor's status.

22-104 Buyer's Assumption Agreement - Television, Supplemental Marketsand New Media

(a) If the Employer shall sell, transfer or assign its rights to exhibiton free television or distribute in Supplemental Markets or NewMedia any of the motion pictures produced hereunder in which

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one (1) or more Employees covered by this Basic Agreementrenders services, it shall obtain from buyer, transferee or assigneea separate agreement, made expressly for the benefit of DirectorsGuild of America as representative of the Employees involvedand for the benefit of the Directors Guild of America–ProducerPension Plan (hereinafter "the Pension Plan"), requiring suchbuyer, transferee or assignee to comply with the provisions of thisAgreement with respect to additional payments to Employees andto the DGA Pension Plan by reason of the exhibition of suchmotion pictures on free television or the distribution of suchmotion pictures in Supplemental Markets or New Media (asapplicable), when and as the same become due. Such agreementshall be in substantially the following form:

BUYER'S ASSUMPTION AGREEMENT

For valuable consideration, the undersigned__________________________________________________

_________________________(INSERT NAME OF BUYER,TRANSFEREE OR ASSIGNEE) (hereinafter referred to as"Buyer") hereby agrees with__________________________________________________(INSERT NAME OF EMPLOYER)that each motion picture covered by this agreement ("the Picture")(identified in the attached Exhibit "A") is subject to the DirectorsGuild of America Basic Agreement of 2014 and particularly tothe provisions of Articles 18 and 19 and Sideletter No. 15 thereof(strike those of the following clauses (1), (2) or (3) which are notapplicable):

(1) Article 18 thereof, pertaining to additional paymentsto Employees and the Pension Plan when motionpictures which are covered by said Article arereleased in Supplemental Markets; and

(2) Article 19 thereof, pertaining to additional paymentsto Employees and the Pension Plan when motionpictures which are covered by said Article arereleased to free television.

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(3) Sideletter No. 15 thereof, pertaining to additionalpayments to Employees and the Pension Plan whenmotion pictures which are covered by such Sideletterare released in New Media.

Buyer is purchasing rights in the following territories andmedia (indicate those that are applicable):

Territory:




Media:

_____All

_____Home Video

_____Pay Television

_____Free Television

_____New Media



Buyer hereby agrees, expressly for the benefit of theDirectors Guild of America, hereinafter called "the DGA" or "theGuild," as representative of the Employees who rendered serviceson the Picture, and for the benefit of the Pension Plan, when thePicture is telecast on free television or exhibited in Supplemental

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Markets or New Media (as applicable), to assume and be boundby Employer's obligation thereunder to make the additionalpayments required thereby, if any, with respect to the territoriesand media referred to above, as provided in the applicableArticle(s) and/or Sideletter referred to hereinabove (all suchpayments are collectively hereinafter referred to as "Residuals"). Buyer, for and on behalf of the Employer, shall make all SocialSecurity, withholding, unemployment insurance and disabilityinsurance payments required by law with respect to the additionalcompensation referred to in the preceding sentence.

It is expressly understood that the right of Buyer to licensethe Picture for exhibition on free television or in SupplementalMarkets (as applicable), or to exhibit or cause or permit thePicture to be exhibited on free television or in SupplementalMarkets or New Media (as applicable), shall be subject to andconditioned upon the prompt payment of Residuals with respectto the territories and media referred to above in accordance withsaid applicable Article(s). It is agreed that the Guild, in additionto all other remedies, shall be entitled to injunctive relief againstBuyer in the event such payments are not made.

To the extent that Employer has executed a securityagreement and financing statement in the Guild's favor in thePicture and related collateral as defined in the DGA–ProducerSecurity Agreement ("DGA Security Interest"), Buyer agrees andacknowledges that Buyer's rights to the Picture acquired pursuantto the Purchase Agreement (to the extent those rights are includedin the collateral covered by the Security Agreement) are subjectand subordinate to the DGA Security Interest. Buyer furtheragrees to execute a security agreement, mortgage of copyright,UCC-1, and other UCC documentation and any other documentrequired under the Basic Agreement or necessary or desirable inthe Guild's discretion to continue the DGA Security Interest. TheGuild agrees that so long as Residuals with respect to the Picturefor all the territories and media referred to above are timely paidin accordance with said applicable Article(s) and/or Sideletter,that the Guild will not exercise any rights under the DGASecurity Interest which would in any way interfere with the rights

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of the Buyer to distribute the Picture and receive all revenuesfrom such distribution.

The Guild further agrees that if it exercises its rights as asecured party, it will dispose of collateral which encompasses anyof Buyer's rights or interests in, or physical items relating to, thePicture, only to a transferee which agrees in writing to be boundby the Guild's obligations under this Assumption Agreement.

Within a reasonable time after the expiration of eachcalendar quarter, but not exceeding sixty (60) days, Buyer willfurnish or cause to be furnished to the Guild a written reportshowing the "Employer's gross" during the preceding quarterfrom the distribution of the Picture by Buyer on free television orin Supplemental Markets or New Media (as applicable) withrespect to which Buyer is required to make payments hereunder(whether distributed by Buyer or through another distributor).

Buyer shall also make available for inspection by the Guildall distributor's statements delivered to Buyer insofar as theyrelate to such "Employer's gross." The Guild shall have the rightat reasonable times to examine the books and records of Buyer asto such "Employer's gross" pertaining to such distribution on freetelevision or in Supplemental Markets or New Media (asapplicable) of the Picture. If Buyer shall fail to make suchpayments required under Articles 18 and 19 as and when due andpayable, interest shall accrue at the rate of one percent (1%) permonth on the unpaid balance thereof commencing to accrue fromthe date payment is due.

In the event of any sale, assignment or transfer of Buyer'sdistribution or exhibition rights in the Picture, Buyer shall remainliable for the Residuals, with respect to the territories, media andterm referred to above, unless Buyer obtains an executed Buyer'sAssumption Agreement and other documents required by theGuild from such purchaser, assignee or transferee and the Guildapproves in writing the financial responsibility of the partyobtaining such rights. The Guild agrees that it will notunreasonably withhold its approval of the financial responsibilityof any such purchaser, assignee or transferee. Nothing herein

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shall release the Employer of its obligations under any otheragreement between Employer and the Guild relating to thePicture, unless the Employer has been relieved of liability aselsewhere provided in Article 22.

If the Guild does not approve in writing the financialresponsibility of the party obtaining such rights, this Buyer'sAssumption Agreement shall remain effective and binding uponBuyer.

Buyer and the Guild hereby agree that all disputes basedupon, arising out of or relating to this Assumption Agreement,other than the Guild's entitlement to injunctive or other equitablerelief, shall be submitted to final and binding arbitration inaccordance with the arbitration provisions contained in the BasicAgreement. Notwithstanding the foregoing, Buyer agrees andacknowledges that the Guild is not precluded by this or any otherprovision of this Assumption Agreement from obtaining from acourt injunctive relief or any other legal remedy at any time priorto arbitration or issuance of an arbitration award. The right toobtain injunctive relief from a court shall be applicable whetheran arbitration proceeding has or has not been initiated, andfurther, without limitation, shall be applicable in conjunction witha proceeding to confirm and enforce an arbitration award againstBuyer.

THIS BUYER'S ASSUMPTION AGREEMENT SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF CALIFORNIA ANDTHE UNITED STATES, AS THE SAME WOULD BE APPLIEDBY A FEDERAL COURT IN CALIFORNIA WITHOUTREGARD TO PRINCIPLES OF CONFLICTS OF LAWS. TheGuild and Buyer agree that any arbitration or legal action orproceeding brought to interpret or enforce the provisions of thisBuyer's Assumption Agreement (including an action to compelarbitration or a petition to vacate an arbitration award) shall beheld or brought in Los Angeles County, California, and Buyerirrevocably submits to the jurisdiction of the federal and statecourts therein. Notwithstanding the foregoing, the Guild, at itsoption, may bring a legal action or proceeding outside California

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under the following circumstances: (i) if Buyer has no principalplace of business in California; or (ii) whether or not Buyer has aprincipal place of business in California, to enforce or executeupon an arbitration award or court order or judgment, in anyjurisdiction in which Buyer's assets are located (and Buyerirrevocably submits to the jurisdiction of the courts of such placesfor purposes of such execution or enforcement).

Buyer consents to service of process by personal deliveryor by certified or registered mail, return receipt requested, toBuyer's general counsel or to Buyer's representative identifiedbelow or by first class mail to Buyer when Buyer has notdesignated a representative or a general counsel, or by any othermethod permitted by law.

DATE___________BUYER___________________________

ADDRESS_________________________________________

BY_______________________________________________

BUYER'S REPRESENTATIVE OR GENERAL COUNSEL

__________________________________________________

(b) The Employer agrees to deliver to the Guild an executedcopy of the above referred to Buyer's AssumptionAgreement within thirty (30) days after the sale,assignment or transfer of such motion picture, with thename and address of the purchaser or assignee.

(c) Any inadvertent failure on the part of the Buyer to complywith any of the reporting provisions of this Paragraph 22-104(a) shall in no event constitute a default by theEmployer or such Buyer or a breach of this Agreement,provided that such failure is cured promptly after notice inwriting thereof from the Directors Guild of America.

(d) Upon delivery of such Buyer's Assumption Agreement andother documents from Buyer required under this

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Assumption Agreement and on condition that the Guildapproves in writing the financial responsibility of thepurchaser, assignee or transferee, Employer shall not befurther liable for the keeping of any such records, or for thepayment of Residuals in accordance with said applicableArticles and/or Sideletter, it being agreed that thepurchaser, assignee or transferee shall solely be liabletherefor.

(e) The Guild agrees that it will not unreasonably withhold itsapproval of the financial responsibility of any suchpurchaser, assignee or transferee, it being further agreedthat if the Guild, within twenty-one (21) days of receipt ofwritten notice of any such sale, assignment or transfer, hasnot advised the Employer that it disapproves the financialresponsibility of such purchaser, assignee or transferee, theGuild will be deemed to have approved the financialresponsibility thereof. If any such purchaser, assignee ortransferee is a Qualified Buyer, then the financialresponsibility of such purchaser, assignee or transfereeshall be deemed automatically approved. In the event theGuild advises the Employer within such twenty-one (21)day period that it disapproves the financial responsibility ofany such purchaser, assignee or transferee and Employerdisputes such disapproval, the Employer shall have theright, at its election, to cause to be immediately submittedto arbitration, pursuant to the provisions of Article 2 of theBasic Agreement, the issue of whether the Guild hasunreasonably withheld the approval of the financialresponsibility of such purchaser, assignee or transferee forpayments due hereunder.

22-105 Security Interests -- Buyer's Rights

To the extent that Employer has granted a security interest in favor ofthe Guild in the Picture and related collateral as defined in any DGASecurity Agreement, Buyer's rights in the Picture acquired pursuant tothe Purchase Agreement shall be subject to the following:

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(a) So long as the Buyer timely pays Residuals for the Picture withrespect to all territories and media in which Buyer has distributionrights in accordance with Article 18, Article 19 and/or SideletterNo. 15 of the Basic Agreement, as applicable, the Guild shall notexercise any rights under such security agreement which would inany way interfere with the rights of the Buyer to distribute thePicture and receive all revenues from such distribution, providedthat such Buyer has executed and delivered a Buyer's AssumptionAgreement to the Guild and is in compliance with the termsthereof.

(b) If any "Qualified Buyer" assumes in perpetuity under the Buyer'sAssumption Agreement the obligation to pay the Residuals for allterritories and media with respect to the Picture or guarantees in awritten form satisfactory to the Guild (which shall include theStandard Letter of Guaranty set forth in Exhibit "B-1" of thisAgreement) all of such obligations thereunder, the Guild willrelease and cause to be discharged of record all such securityinterests, liens, charges or encumbrances entered into or obtainedfrom such Employer and will not require further financialassurances from such Employer.

(c) If any "Qualified Buyer" acquires rights to distribute the Picturein specific territories and media (but not all territories and media)in perpetuity, and thereby has assumed responsibility for thepayment of Residuals for such territories and media so acquiredpursuant to the Buyer's Assumption Agreement or guarantees in awritten form satisfactory to the Guild (which shall include theStandard Letter of Guaranty set forth in Exhibit "B-1" of thisAgreement) all of such obligations thereunder, then if theEmployer has granted a security interest in favor of the Guild inthe Picture and related collateral as defined in the DGA SecurityAgreement, the Guild: (1) agrees to modify the definition of thecollateral in the DGA Security Agreement to exclude thoseterritories and media acquired by such Qualified Buyer; and (2)acknowledges Buyer's continuing rights of full, unlimited butnon-exclusive access to and use of any and all physical items andelements relating to the Picture.

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22-106 Qualified Buyer

(a) In addition to those buyers who have been deemed "Qualified" bythe Guild due to their past bargaining relationship and/orResiduals payment history, the term "Qualified Buyer" shall meana Buyer who satisfies the requirements set forth in subparagraphs(1) and (2) below:

(1) Buyer has the financial history, liquidity, net earningsbefore interest, taxes and amortization, assets, and networth to establish its present and future ability to pay allResiduals arising from the exploitation of the GuildPictures being distributed.

(2) The Buyer has been in business for five (5) or more yearsand has a history of prompt and proper payment ofResiduals pursuant to the Guild contracts in five (5)consecutive years immediately prior to seeking QualifiedBuyer status.

(b) A Qualified Buyer must agree to assume Residuals obligations, orguarantee the payment of Residuals in accordance with theQualified Distributor/ Buyer Letter of Agreement for each pictureproduced under this Basic Agreement for the territories and mediafor which it has distribution rights and must execute the QualifiedBuyer's Agreement.

(c) In the event of a dispute as to qualifications of an applicant forQualified Buyer status, Employer shall provide such financialassurances as the Guild may deem appropriate, which mayinclude, but are not limited to, a security interest in the Pictureand related collateral, in which case Buyer shall acknowledgesame. Said security interest shall remain effective unless anduntil it is established by agreement or in an arbitration, pursuantto the arbitration provisions contained in the Basic Agreement,that the applicant Buyer meets the aforementioned requirementsfor qualification. Such applicant shall have the burden of proofthat it satisfies the aforementioned requirements for qualificationin any arbitration and shall, upon the Guild's request, furnish to

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the Guild all relevant financial or corporate information relatingthereto as the Guild may reasonably require.

(d) Any information submitted to the Guild in order to determinewhether a Buyer is entitled to status as a Qualified Buyer shall, atthe Buyer's discretion, be subject to reasonable confidentialityarrangements.

(e) In the event a Qualified Buyer, after notice and a reasonableopportunity to cure, generally fails to report and/or pay Residualswhen they are due or generally fails to pay obligations tocreditors when they become due or in the event a petition is filedunder the Bankruptcy Code by or against a Qualified Buyer, theGuild shall have the right to terminate the buyer's Qualified Buyerstatus. The Buyer shall have the right to invoke the arbitrationprocedures described above to challenge such termination. Pending the resolution of such challenge, the Qualified Buyer'sstatus shall be considered terminated. The Guild agrees that itwill not terminate a Qualified Buyer's status when there is a bonafide dispute over whether Residuals are due to the Guild, or abona fide dispute as to the amount of Residuals due to the Guild,if the Distributor has otherwise timely reported and paidResiduals. In addition to the above, if a Guild audit conductedpursuant to this Basic Agreement or other financial informationdiscloses that the Qualified Buyer no longer meets theaforementioned standards for qualification, the Guild may initiatean arbitration pursuant to the Basic Agreement to terminate theQualified Buyer's status.

Section 22-200 DISTRIBUTOR'S LIABILITY

With respect to any such motion picture, the principal photography ofwhich commences on or after July 1, 2014, in which one (1) or moreEmployees covered by this BA renders services, the followingprovisions shall be applicable to the Distributor of such motion picturefor telecasting on free television or (if applicable) for distribution inSupplemental Markets:

When the Distributor has provided or guaranteed any of the financingfor the production of such motion picture, the Distributor shall be

-377- 22-200

obligated to pay all Residuals which accrue under Article 18 and/orArticle 19 of the Basic Agreement (as applicable) during the term and inthe territories and media for which it was granted distribution rights,including renewals and extensions, notwithstanding the termination ofsuch distribution agreement or any foreclosure of a chattel mortgage,security agreement, pledge or lien on such motion picture. In the caseof foreclosure, should such mortgagee, pledgee or security holder or athird party, who is neither the Employer nor Distributor, acquire title tosuch motion picture and execute the Buyer's Assumption Agreementand other documents customarily required by the Guild and, uponcondition that the Guild, at its discretion, approves in writing suchpurchaser's financial responsibility, then, when the Distributor ceases tobe the Distributor of such motion picture for telecasting on freetelevision or (if applicable) for distribution in Supplemental Markets,the Distributor shall thereupon be released from any and all furtherobligations under said Article 18 and/or Article 19, as the case may be,with respect to such motion picture. Should any third party (other thanin connection with any such foreclosure) acquire the rights of suchDistributor to the distribution of such motion picture on free televisionor (if applicable) in Supplemental Markets and execute a Distributor'sAssumption Agreement pursuant to which it is liable in perpetuity tomake the payments under said Article 18 and/or Article 19, as the casemay be, then, upon condition that the Guild, in its discretion, approvessuch third party's financial responsibility, such Distributor shallthereupon be released from any and all further obligations under saidArticle 18 and/or Article 19, as the case may be, with respect to suchmotion picture. In any event, such Distributor shall not be liable for thepayment of any television fees or Supplemental Markets use paymentsbased on monies received under a "foreign production deal," as definedin Paragraph 18-103(b) and 18-104(b)(3), with respect to which suchforeign distributor or producer is not obligated to account to suchDistributor.

Section 22-300 RESPONSIBILITY FOR PAYMENT OF RESIDUALS -DISTRIBUTOR'S LIABILITY AND EMPLOYER'SLIABILITY

With respect to all television motion pictures, the principal photographyof which commences on or after July 1, 2014, produced under the

22-200 -378-

Directors Guild of America Basic Agreement (hereinafter referred to asthe "DGA BA" or the "BA"), which are rerun on free television orwhich are released to basic cable, in Supplemental Markets or NewMedia, for foreign telecasting or for theatrical exhibition, the followingprovisions shall be applicable:

22-301 Television Distributor's Assumption Agreement -- TelevisionReruns, Basic Cable Exhibition, Foreign Television Exhibition,Theatrical Exhibition, Supplemental Markets Use and New MediaUse

(a) Prior to the commencement of principal photography of each suchtelevision motion picture in which one (1) or more Employeescovered by this Agreement renders services, if the Employer isnot also the Distributor of such motion picture for free television,basic cable, foreign television exhibition, theatrical exhibition orin Supplemental Markets or New Media (as applicable),Employer shall obtain from the Distributor having suchdistribution rights and deliver to the Guild a separate writtenagreement herein called "Television Distributor's AssumptionAgreement," made expressly for the benefit of the Guild asrepresentative of the Employees involved and, insofar asSupplemental Markets rights are concerned, for the benefit of theDirectors Guild of America – Producer Pension Plan (hereinafter"the Pension Plan"), by which such Distributor agrees to assumeand pay the amounts payable hereunder by reason of theexhibition of such motion picture on free television, basic cable,foreign television, theatrically or in Supplemental Markets orNew Media (as applicable), including applicable pension andhealth contributions (all such payments are collectively referredto as "Residuals"), when and as the same become due.

In the event such Distributor is a signatory Employer, it shall bedeemed automatically bound to such Distributor's AssumptionAgreement and delivery and execution of the AssumptionAgreement shall not be necessary.

Such agreement shall be substantially in the following form:

-379- 22-301

Exhibit "B"

TELEVISION DISTRIBUTOR'S ASSUMPTION AGREEMENT

In consideration of the execution of a DISTRIBUTIONAGREEMENT between ____________________("Employer")and the undersigned Distributor, Distributor agrees that themotion picture presently entitled _______________________(the"Picture") is subject to the Directors Guild of America BasicAgreement of 2014 covering television motion pictures andparticularly to the provisions of Articles 11, 18, 20, 23 or 24 orSideletter No. 15 (strike those of the following clauses (1), (2),(3), (4), (5), (6), (7) or (8) which are not applicable):

(1) Paragraph 11-101 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are rerun on free television in the United Statesand Canada (including as modified in Section 24-300thereof) and Article 12 thereof, pertaining to applicablepension and health contributions, if any are required;

(2) Paragraph 11-102 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are telecast outside the United States and Canadaand Article 12 thereof, pertaining to applicable pension andhealth contributions, if any are required;

(3) Paragraph 11-108 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are released to basic cable and Article 12 thereof,pertaining to applicable pension and health contributions, ifany are required;

(4) Paragraph 11-201 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are exhibited theatrically and Article 12 thereof,pertaining to applicable pension and health contributions, ifany are required; and

22-301 -380-

(5) Article 18 thereof, pertaining to additional payments toEmployees and the Pension Plan when television motionpictures are released in Supplemental Markets;

(6) Article 20 thereof, pertaining to additional compensationpayable to Employees when motion pictures producedmainly for the pay television and videodisc/videocassettemarket are exhibited as provided in Sections 20-300,20-400, 20-500, 20-600, 20-700 and 20-800 thereof; and

(7) Paragraph 23-104 thereof, pertaining to additionalcompensation payable to Directors when high budgetdramatic programs one-half hour or more in length madeprimarily for the basic cable market are exhibited asprovided therein and Article 12 thereof, pertaining toapplicable pension and health contributions, if any arerequired.

(8) Sideletter No. 15 thereof, pertaining to additional paymentsto Employees and the Pension Plan when motion picturesare released in New Media.

Distributor is distributing or licensing the Picture fordistribution (select one)

_____in perpetuity (i.e., for the period of copyright and anyrenewals thereof)

_____for a limited term of ____ years

in the following territories and media (indicate those that areapplicable):

Territory:

____ Domestic (the U.S. and Canada, and their respectivepossessions and territories)

____ Foreign (the world excluding the U.S. and Canada and theirrespective possessions and territories)

-381- 22-301

____ Other (please describe):

Media:

____ All

____ Theatrical

____ Home Video

____ Pay Television

____ Free Television (Domestic)

____ Foreign Free Television

____ Basic Cable

____ New Media

____ Other (please describe):

____ See description, attached hereto as Exhibit "A" andincorporated herein by reference.

Distributor hereby agrees, expressly for the benefit of theDirectors Guild of America, herein called "the Guild" or "the DGA," asrepresentative of the Employees who rendered services on the Pictureand, insofar as Supplemental Markets rights are concerned, for thebenefit of the Directors Guild of America – Producer Pension Plan(hereinafter "the Pension Plan"), when the Picture is exhibited on freetelevision, foreign television, basic cable or theatrically or inSupplemental Markets or New Media (as applicable), to make theadditional payments required thereby, if any, and the pension and healthcontributions required thereby, if any, with respect to the territories,media and term referred to above as provided in the applicableParagraphs, Sections, Articles and/or Sideletter referred to hereinabove(all such payments are collectively hereinafter referred to as"Residuals"). Distributor, for and on behalf of the Employer, shall makeall Social Security, withholding, unemployment insurance and disability

22-301 -382-

insurance payments required by law with respect to the additionalcompensation referred to in the preceding sentence.

It is expressly understood that the right of Distributor to licensethe Picture for exhibition on free television, foreign television, basiccable, theatrically or in Supplemental Markets or New Media (asapplicable), or to exhibit or cause or permit the Picture to be exhibitedon free television, foreign television, basic cable, theatrically or inSupplemental Markets or New Media (as applicable), shall be subject toand conditioned upon the prompt payment of Residuals with respect tothe territories, media and term referred to above in accordance with saidapplicable Articles. It is agreed that the Guild, in addition to all otherremedies, shall be entitled to injunctive relief against Distributor in theevent such payments are not made.

To the extent that Employer has executed a security agreementand financing statement in the Guild's favor in the Picture and relatedcollateral as defined in the DGA – Employer Security Agreement("DGA Security Interest"), Distributor agrees and acknowledges thatDistributor's rights in the Picture acquired pursuant to the DistributionAgreement (to the extent those rights are included in the collateralcovered by the Security Agreement) are subject and subordinate to theDGA Security Interest.

The Guild agrees that, so long as Residuals with respect to thePicture for the territories, media and term referred to above are timelypaid in accordance with said applicable Paragraphs, Sections, Articlesand/or Sideletter, the Guild will not exercise any rights under the DGASecurity Interest which would in any way interfere with the rights of theDistributor to distribute the Picture and receive all revenues from suchdistribution.

The Guild further agrees that if it exercises its rights as a securedparty, it will dispose of collateral which encompasses any ofDistributor's rights or interests in, or physical items relating to, thePicture, only to a transferee which agrees in writing to be bound by theGuild's obligations under this Assumption Agreement.

Distributor agrees to keep (i) complete records showing all citiesin the United States in which the Pictures have been telecast and the

-383- 22-301

number of telecasts in each such city, the television stations on whichtelecast, and the dates thereof; (ii) complete records showingDistributor's Foreign Gross for the Picture(s) to the extent that suchrecords are pertinent to the computation of payments for foreigntelecasting; (iii) records showing the date on which each such Picture isfirst exhibited in theatrical exhibition anywhere in the world and theplace of such exhibition; and (iv) complete records showing Employer'sgross receipts from basic cable exhibition and from the distribution ofsuch Picture in Supplemental Markets or New Media. The undersignedDistributor shall also keep such records as are necessary for thecomputation of Residuals for reruns, foreign telecasting, basic cableexhibition, theatrical exhibition, Supplemental Market use and NewMedia use for so long as such Residuals may be due or payable. TheGuild shall have the right, at all reasonable times, to inspect any and allsuch records. If Distributor shall fail to make such payments as andwhen due and payable, Distributor shall pay late payment damages asspecified in the applicable provision of the Basic Agreement, if any.

With respect to motion pictures produced mainly for the paytelevision and videodisc/videocassette market, Distributor shall complywith Paragraphs 20-903 and 20-904 to the extent they apply toDistributor's distribution of the motion picture.

If Distributor has acquired the rights to distribute the Picture onfree television, Distributor shall give the Guild prompt written notice ofthe date on which the Picture is first telecast in any city in the UnitedStates for the second run and for each subsequent run thereafter. If thesecond or third run is on a network or run in network prime time, thenotice shall state that fact.

If the Picture is distributed for foreign telecasting and ifDistributor has acquired the rights to distribute the Picture for foreigntelecasting, Distributor shall furnish reports to the Guild showingDistributor's Foreign Gross derived from the Picture until (i) the Picturehas been withdrawn from distribution for foreign telecasting; or (ii) theDirector(s) of the Picture has (have) received the full additionalpayments for such foreign telecasting to which they are entitledpursuant to the Basic Agreement. Such reports shall be rendered to theGuild on a quarterly basis during the first three (3) years in which the

22-301 -384-

Picture is distributed for foreign telecasting, on a semi-annual basis forthe next following two (2) years, and on an annual basis thereafter.

If the Picture is distributed in Supplemental Markets and ifDistributor has acquired the rights to distribute the Picture inSupplemental Markets, Distributor shall furnish reports to the Guild,quarterly during each calendar year, showing Distributor's gross receiptsderived from such Supplemental Market use for as long as Distributorreceives any such gross receipts.

If the Picture is distributed theatrically and if Distributor hasacquired the rights to exhibit the Picture theatrically, the Distributorshall give prompt written notice to the Guild of the date on which thePicture is first exhibited theatrically (i) in the United States, itscommonwealths, territories and possessions and Canada and/or (ii) in allother countries.

If the Picture is distributed on basic cable and if Distributor hasacquired the rights to distribute the Picture on basic cable, theDistributor shall furnish reports to the Guild, quarterly during eachcalendar year, showing Distributor's gross receipts derived from suchdistribution for so long as Distributor receives any such gross receipts.

Distributor agrees to cooperate in responding to reasonablerequests from the Guild as to whether the Picture is currently beingrerun on television, distributed for foreign telecasting, on basic cable,theatrically or in Supplemental Markets or New Media. An inadvertentfailure to comply with any of the notice or reporting provisions hereofshall not constitute a default by Distributor hereunder, provided saidfailure is cured promptly after written notice thereof from the Guild.

In the event of any sale, assignment or transfer of Distributor'sdistribution or exhibition rights in the Picture, Distributor shall remainliable for the Residuals unless Distributor obtains an executedTelevision Distributor's Assumption Agreement from such purchaser,assignee or transferee and the Guild approves in writing the financialresponsibility of the party obtaining such rights. The Guild agrees thatit will not unreasonably withhold its approval of the financialresponsibility of any such purchaser, assignee or transferee. In theevent that such purchaser, assignee or transferee is a Qualified Residual

-385- 22-301

Payor, the financial responsibility of such purchaser, assignee ortransferee shall be deemed automatically approved on the date the Guildreceives written notice of the assumption of obligations hereunder bythe Qualified Residual Payor. Nothing herein shall release Employer ofits obligations under the Basic Agreement or any other agreementbetween Employer and the Guild.

If the Guild does not approve in writing the financialresponsibility of the party obtaining such rights, this TELEVISIONDISTRIBUTOR'S ASSUMPTION AGREEMENT shall remaineffective and binding upon Distributor, and Distributor shall beobligated to pay Residuals which accrue during the term for thoseterritories and media for which it was granted distribution rights and allextensions and renewals. The Distributor shall have the right, at itselection, to cause to be immediately submitted to arbitration, pursuant tothe provisions of Article 2 hereof, the issue of whether the Guild hasunreasonably withheld the approval of the financial responsibility ofsuch purchaser, assignee or transferee for payments due hereunder.

Distributor and the Guild hereby agree that all disputes basedupon, arising out of or relating to this Assumption Agreement, otherthan the Guild's entitlement to injunctive or other equitable relief, shallbe submitted to final and binding arbitration in accordance with thearbitration provisions contained in the Basic Agreement. Notwithstanding the foregoing, Distributor agrees and acknowledgesthat the Guild is not precluded by this or any other provision of thisAssumption Agreement from obtaining from a court injunctive relief orany other legal remedy at any time prior to arbitration or issuance of anarbitration award. The right to obtain injunctive relief from a court shallbe applicable whether an arbitration proceeding has or has not beeninitiated and, further, without limitation, shall be applicable inconjunction with a proceeding to confirm and enforce an arbitrationaward against Distributor.

THIS TELEVISION DISTRIBUTOR'S ASSUMPTIONAGREEMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OFCALIFORNIA AND THE UNITED STATES, AS THE SAMEWOULD BE APPLIED BY A FEDERAL COURT IN CALIFORNIAWITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

22-301 -386-

The Guild and Distributor agree that any arbitration or legal action orproceeding brought to interpret or enforce the provisions of thisTelevision Distributor's Assumption Agreement (including an action tocompel arbitration or a petition to vacate an arbitration award) shall beheld or brought in Los Angeles County, California, and Distributorirrevocably submits to the jurisdiction of the federal and state courtstherein. Notwithstanding the foregoing, the Guild at its option maybring a legal action or proceeding outside California under thefollowing circumstances: (i) if Distributor has no principal place ofbusiness in California; or (ii) whether or not Distributor has a principalplace of business in California, to enforce or execute upon an arbitrationaward or court order or judgment, in any jurisdiction in whichDistributor's assets are located (and Distributor irrevocably submits tothe jurisdiction of the courts of such places for purposes of suchexecution or enforcement). Distributor consents to service of processby personal delivery or by certified or registered mail, return receiptrequested, to Distributor's general counsel or to Distributor'srepresentative identified below or by first class mail to Distributor whenDistributor has not designated a representative or a general counsel, orby any other method permitted by law.

Date ______________ ___________________________________("Distributor")

Address:___________________________

___________________________________

By:________________________________

___________________________________Please print name

Title:_______________________________

Distributor's Representative or GeneralCounsel:

___________________________________

-387- 22-301

(b) An inadvertent failure on the part of any such Distributor tocomply with any of the reporting provisions of this Paragraph22-301(a) shall in no event constitute a default by the Employeror such Distributor or a breach of this Agreement, provided thatsuch failure is cured promptly after notice in writing thereof fromthe Directors Guild of America.

(c) In the event of the expiration or termination of any distributionagreement, the obligation of Employer to obtain and deliver to theGuild such Television Distributor's Assumption Agreement shallapply as well to any subsequent distribution agreement enteredinto by Employer, and Employer shall obtain and deliver anexecuted Television Distributor's Assumption Agreement withinten (10) days after the execution of each such subsequentdistribution agreement.

22-302 Financial Assurances

With respect to any such motion picture produced hereunder, the Guild,prior to the commencement of principal photography of such motionpicture, may require such financial assurances from Employer as itdeems advisable to insure performance of Employer's obligations to paythe Residuals, including, without limitation, the execution of securityagreements, guarantees or other protective agreements, subject,however, to the following:

(a) If the Guild shall require financial assurances from the Employerin the form of a security agreement for a security interest in thePicture, so long as the Residuals are timely paid with respect toall territories, media and term acquired by the Distributor inaccordance with Articles 11, 18, 20, 23, 24 and/or Sideletter No.15 of the Basic Agreement, as applicable, the Guild shall notexercise any rights under such security agreement which would inany way interfere with the rights of the Distributor to distributethe Picture and receive all revenues from such distribution,provided that such Distributor has executed and delivered aTelevision Distributor's Assumption Agreement to the Guild andis in compliance with the terms thereof.

22-301 -388-

(b) If any "Qualified Residual Payor," as that term is defined inParagraph 22-303, assumes in perpetuity under the TelevisionDistributor's Assumption Agreement the obligation to pay theResiduals for all territories and media with respect to the Pictureor guarantees in a written form satisfactory to the Guild (whichshall include the Standard Letter of Guaranty set forth in Exhibit"B-2" of this Agreement) all of such obligations thereunder, theGuild will release and cause to be discharged of record all suchsecurity interests, liens, charges or encumbrances entered into byor obtained from such Employer and will not require furtherfinancial assurances from such Employer; provided, however, theEmployer's primary liability as a Employer shall not be releasedthereby.

(c) If any "Qualified Residual Payor" acquires rights to distribute thePicture in specific territories and media (but not all territories andmedia) in perpetuity, and has assumed responsibility for thepayment of Residuals for such territories and media so acquiredpursuant to the Television Distributor's Assumption Agreement orguarantees in a written form satisfactory to the Guild (which shallinclude the Standard Letter of Guaranty set forth in Exhibit "B-2"of this Agreement) all of such obligations thereunder, then if theEmployer has granted or thereafter grants a security interest infavor of the Guild in the Picture and related collateral as definedin the DGA Security Agreement, the Guild: (1) agrees to modifythe definition of the collateral in the DGA Security Agreement toexclude those territories and media acquired by such QualifiedResidual Payor; and (2) acknowledges Qualified Residual Payor'scontinuing rights of full, unlimited but non-exclusive access toand use of any and all physical items and elements relating to thePicture.

(d) If any "Qualified Residual Payor" acquires rights to distribute thePicture in specific territories and media for a limited period oftime, and has assumed responsibility for the payment of Residualsfor such term and in such territories and media pursuant to theTelevision Distributor's Assumption Agreement or guarantees ina written form satisfactory to the Guild (which shall include theStandard Letter of Guaranty set forth in Exhibit “B-2" of thisAgreement) all of such obligations thereunder, then any security

-389- 22-302

agreement or security interest obtained by the Guild from theEmployer in connection with the Picture shall remain in effect,but the Guild agrees: (1) to modify the definition of the collateralin the DGA Security Agreement to exclude those territories andmedia for the term of the rights acquired by the QualifiedResidual Payor, including renewals and extensions; and (2)acknowledges the Qualified Residual Payor's continuing rights offull, unlimited but non-exclusive access to and use of any and allphysical items and elements relating to the Picture.

22-303 Qualified Residual Payor

(a) In addition to those distributors who have been deemed"Qualified Residual Payors" by the Guild due to their pastbargaining relationship and/or Residuals payment history, theterm "Qualified Residual Payor" shall mean a Distributor whosatisfies the requirements set forth in subparagraphs (1) and (2)below:

(1) Distributor has the financial history, liquidity, net earningsbefore interest, taxes and amortization, assets, and networth to establish its present and future ability to payResiduals arising from the exploitation of the GuildPictures being distributed.

(2) The Distributor has been in business for five (5) or moreyears and has a history of prompt and proper payment ofResiduals pursuant to the Guild contracts in five (5)consecutive years immediately prior to seeking QualifiedDistributor status.

(b) A Qualified Residual Payor shall have the right to elect, withrespect to each DGA Picture for which it has distribution rights,whether or not to assume Residuals obligations or guarantee thepayment of Residuals in accordance with the Qualified ResidualPayor's Letter of Agreement, as set forth in Exhibit "A-2" of thisAgreement, for the territories, media and term for which it hasdistribution rights. However, the Qualified Residual Payor shallbe entitled to the rights of a Qualified Residual Payor hereunder

22-302 -390-

only when it elects to so assume such obligations or so guaranteethe payment of Residuals.

(c) In the event of a dispute as to qualifications of an applicant forQualified Residual Payor status, Employer shall provide suchfinancial assurances as the Guild may deem appropriate, whichmay include, but are not limited to, a security interest in thePicture and related collateral, in which case Distributor shallacknowledge same. Said security interest shall remain effectiveunless and until it is established by agreement or in an arbitration,pursuant to the arbitration provisions contained in the BasicAgreement, that the applicant Distributor meets theaforementioned requirements for qualification. Such applicantshall have the burden of proof that it satisfies the aforementionedrequirements for qualification in any arbitration and shall, uponthe Guild's request, furnish to the Guild all relevant financial orcorporate information relating thereto as the Guild mayreasonably require.

(d) Any information submitted to the Guild in order to determinewhether a distributor is entitled to status as a Qualified ResidualPayor shall, at the Distributor's discretion, be subject toreasonable confidentiality arrangements.

(e) In the event that a Qualified Residual Payor, after notice and areasonable opportunity to cure, generally fails to report and/orpay Residuals when they are due or generally fails to payobligations to creditors when they become due or in the event apetition is filed under the Bankruptcy Code by or against aQualified Residual Payor, the Guild shall have the right toterminate the Distributor's Qualified Residual Payor status. TheDistributor shall have the right to invoke the arbitrationprocedures described above to challenge such termination. Pending the resolution of such challenge, the Qualified ResidualPayor's status shall be considered terminated. The Guild agreesthat it will not terminate a Qualified Residual Payor's status whenthere is a bona fide dispute as to whether Residuals are due, or abona fide dispute as to the amount of Residuals due to the Guild,if the Distributor has otherwise timely reported and paidResiduals. In addition to the above, if a Guild audit conducted

-391- 22-303

pursuant to the Basic Agreement or other financial informationdiscloses that the Qualified Residual Payor no longer meets theaforementioned standards for qualification, the Guild may initiatean arbitration pursuant to the Basic Agreement to terminate theQualified Residual Payor's status.

22-304 Television Buyer's Assumption Agreement

(a) If the Employer shall sell, transfer or assign its rights to exhibiton free television, basic cable or foreign television any of themotion pictures produced hereunder, or its rights to distributetheatrically or in Supplemental Markets or New Media any of themotion pictures produced hereunder in which one (1) or moreEmployees covered by the Agreement renders services, it shallobtain from such buyer, transferee or assignee a separateagreement, made expressly for the benefit of the Directors Guildof America as representative of the Employees involved and,insofar as Supplemental Markets rights are concerned, for thebenefit of the Directors Guild of America – Producer PensionPlan (hereinafter "the Pension Plan"), requiring such buyer,transferee or assignee to comply with the provisions of thisAgreement with respect to additional payments to Employeesand/or the Pension Plan, and pension and health contributions, ifany are required, by reason of the exhibition of such motionpictures on free television, basic cable or foreign television or thedistribution of such motion pictures theatrically or inSupplemental Markets or New Media (as applicable), when andas the same become due. Such agreement shall be substantially inthe following form:

22-303 -392-

TELEVISION BUYER'S ASSUMPTION AGREEMENT

For valuable consideration, the undersigned _________

__________________________________________________(INSERT NAME OF BUYER, TRANSFEREE OR ASSIGNEE)(hereinafter referred to as "Buyer") hereby agrees with______________________________________________

__________________________________________________(INSERT NAME OF EMPLOYER)

that each motion picture covered by this agreement ("the Picture")(identified in the attached Exhibit "A") is subject to the DirectorsGuild of America Basic Agreement of 2014 covering televisionmotion pictures and particularly to the provisions of Articles 11,18, 20, 23, 24 and/or Sideletter No. 15 thereof (strike those of thefollowing clauses (1), (2), (3), (4), (5), (6), (7) or (8) which arenot applicable):

(1) Paragraph 11-101 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are rerun on free television in the United Statesand Canada (including as modified in Section 24-300thereof) and Article 12 thereof, pertaining to applicablepension and health contributions, if any are required;

(2) Paragraph 11-102 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are telecast outside the United States and Canadaand Article 12 thereof, pertaining to applicable pension andhealth contributions, if any are required;

(3) Paragraph 11-108 thereof, pertaining to additionalcompensation payable to Directors when television motionpictures are released to basic cable and Article 12 thereof,pertaining to applicable pension and health contributions, ifany are required;

(4) Paragraph 11-201 thereof, pertaining to additionalcompensation payable to Directors when television motion

-393- 22-304

pictures are exhibited theatrically and Article 12 thereof,pertaining to applicable pension and health contributions, ifany are required; and

(5) Article 18 thereof, pertaining to additional payments toEmployees and the Pension Plan when television motionpictures are released in Supplemental Markets;

(6) Article 20 thereof, pertaining to additional compensationpayable to Employees when motion pictures producedmainly for the pay television and videodisc/videocassettemarket are exhibited as provided in Sections 20-300,20-400, 20-500, 20-600, 20-700 and 20-800 thereof; and

(7) Paragraph 23-104 thereof, pertaining to additionalcompensation payable to Directors when high budgetdramatic programs one-half hour or more in length madeprimarily for the basic cable market and exhibited asprovided therein and Article 12 thereof, pertaining toapplicable pension and health contributions, if any arerequired.

(8) Sideletter No. 15 thereof, pertaining to additional paymentsto Employees and the Pension Plan when television motionpictures are released in New Media.

Buyer is purchasing rights in the following territories andmedia (indicate those that are applicable):

Territory:




22-304 -394-

Media:

_____All

_____Theatrical

_____Home Video

_____Pay Television

_____Free Television (Domestic)

_____Foreign Free Television

_____Basic Cable

_____New Media



Buyer hereby agrees, expressly for the benefit of theDirectors Guild of America, hereinafter called "the DGA" or "theGuild," as representative of the Employees who rendered serviceson the Picture and, insofar as Supplemental Markets rights areconcerned, for the benefit of the Directors Guild of America –Producer Pension Plan (hereinafter "the Pension Plan"), whenexhibited on free television, foreign television, basic cable orexhibited theatrically or in Supplemental Markets or New Media(as applicable), to assume and be bound by Employer's obligationthereunder to make the additional payments required thereby, ifany, with respect to the territories and media referred to aboveand the pension and health contributions required thereby, if any,as provided in the applicable Paragraphs, Sections, Articlesand/or Sideletter referred to hereinabove (all such payments arecollectively hereinafter referred to as "Residuals"). Buyer, forand on behalf of the Employer, shall make all Social Security,withholding, unemployment insurance and disability insurance

-395- 22-304

payments required by law with respect to the additionalcompensation referred to in the preceding sentence.

It is expressly understood that the right of Buyer to licensethe Picture for exhibition on free television, foreign television,basic cable, theatrically or in Supplemental Markets or NewMedia (as applicable), or to exhibit or cause or permit the Pictureto be exhibited on free television, foreign television, basic cable,theatrically or in Supplemental Markets or New Media (asapplicable), shall be subject to and conditioned upon the promptpayment of Residuals with respect to the territories and mediareferred to above in accordance with said applicable Section(s). It is agreed that the Guild, in addition to all other remedies, shallbe entitled to injunctive relief against Buyer in the event suchpayments are not made.

To the extent that Employer has executed a securityagreement and financing statement in the Guild's favor in thePicture and related collateral as defined in the DGA – EmployerSecurity Agreement ("DGA Security Interest"), Buyer agrees andacknowledges that Buyer's rights to the Picture acquired pursuantto the Purchase Agreement (to the extent those rights are includedin the collateral covered by the Security Agreement) are subjectand subordinate to the DGA Security Interest. Buyer furtheragrees to execute a security agreement, mortgage of copyright,UCC-1, and other UCC documentation and any other documentrequired under the Basic Agreement or necessary or desirable inthe Guild's discretion to continue the DGA Security Interest. TheGuild agrees that, so long as Residuals with respect to the Picturefor all the territories and media referred to above are timely paidin accordance with said applicable Paragraphs, Sections, Articlesand/or Sideletter, the Guild will not exercise any rights under theDGA Security Interest which would in any way interfere with therights of the Buyer to distribute the Picture and receive allrevenues from such distribution.

The Guild further agrees that if it exercises its rights as asecured party, it will dispose of collateral which encompasses anyof Buyer's rights or interests in, or physical items relating to, the

22-304 -396-

Picture, only to a transferee which agrees in writing to be boundby the Guild's obligations under this Assumption Agreement.

Buyer agrees to keep (i) complete records showing all citiesin the United States in which the Pictures have been telecast andthe number of telecasts in each such city, the television stationson which telecast, and the dates thereof; (ii) complete recordsshowing Distributor's Foreign Gross for the Picture(s) to theextent that such records are pertinent to the computation ofpayments for foreign telecasting; (iii) records showing the date onwhich each such Picture is first exhibited in theatrical exhibitionanywhere in the world and the place of such exhibition; and (iv)complete records showing Employer's gross receipts from basiccable exhibition and from the distribution of such Picture inSupplemental Markets and New Media. The undersigned Buyershall also keep such records as are necessary for the computationof Residuals for reruns, foreign telecasting, basic cableexhibition, theatrical exhibition, Supplemental Market and NewMedia use for so long as such Residuals may be due or payable. With respect to motion pictures produced mainly for the paytelevision and videodisc/videocassette market, Buyer shallcomply with Paragraphs 20-903 and 20-904 to the extent theyapply to Buyer's distribution of the motion picture. The Guildshall have the right, at all reasonable times, to inspect any and allsuch records. If Buyer shall fail to make such payments as andwhen due and payable, Buyer shall pay late payment damages asspecified in the applicable provision of the Basic Agreement, ifany.

In the event of any sale, assignment or transfer of Buyer'sdistribution or exhibition rights in the Picture, Buyer shall remainliable for the Residuals, with respect to the territories, media andterm referred to above, unless Buyer obtains an executedTelevision Buyer's Assumption Agreement and other documentsrequired by the Guild from such purchaser, assignee or transfereeand the Guild approves in writing the financial responsibility ofthe party obtaining such rights. The Guild agrees that it will notunreasonably withhold its approval of the financial responsibilityof any such purchaser, assignee or transferee. Nothing hereinshall release the Employer of its obligations under the Basic

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Agreement or any other agreement between Employer and theGuild relating to the Picture, unless the Employer has beenrelieved of liability pursuant to the provisions of this Paragraph22-304.

If the Guild does not approve in writing the financialresponsibility of the party obtaining such rights, this TelevisionBuyer's Assumption Agreement shall remain effective andbinding upon Buyer.

Buyer and the Guild hereby agree that all disputes basedupon, arising out of or relating to this Assumption Agreement,other than the Guild's entitlement to injunctive or other equitablerelief, shall be submitted to final and binding arbitration inaccordance with the arbitration provisions contained in Article 2of the Basic Agreement. Notwithstanding the foregoing, Buyeragrees and acknowledges that the Guild is not precluded by thisor any other provision of this Assumption Agreement fromobtaining from a court injunctive relief or any other legal remedyat any time prior to arbitration or issuance of an arbitration award. The right to obtain injunctive relief from a court shall beapplicable whether an arbitration proceeding has or has not beeninitiated and, further, without limitation, shall be applicable inconjunction with a proceeding to confirm and enforce anarbitration award against Buyer.

If Buyer has acquired the rights to distribute the Picture onfree television, Buyer shall give the Guild prompt written noticeof the date on which the Picture is first telecast in any city in theUnited States for the second run and for each subsequent runthereafter. If the second or third run is on a network or the run isin network prime time, the notice shall state that fact.

If the Picture is distributed for foreign telecasting and ifBuyer has acquired the rights to distribute the Picture for foreigntelecasting, Buyer shall furnish reports to the Guild showing"Buyer's Foreign Gross" derived from the Picture until the Picturehas been withdrawn from distribution for foreign telecasting. Such reports shall be rendered to the Guild on a quarterly basisduring the first three (3) years in which the Picture is distributed

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for foreign telecasting, on a semi-annual basis for the nextfollowing two (2) years, and on an annual basis thereafter.

If the Picture is distributed in Supplemental Markets and ifBuyer has acquired the rights to distribute the Picture inSupplemental Markets, Buyer shall furnish reports to the Guild,quarterly during each calendar year, showing Buyer's grossreceipts derived from such Supplemental Market use for as longas Buyer receives any such gross receipts.

If the Picture is distributed theatrically and if Buyer hasacquired the rights to exhibit the Picture theatrically, the Buyershall give prompt written notice to the Guild of the date on whichthe Picture is first exhibited theatrically (i) in the United States,its commonwealths, territories and possessions and Canada and/or(ii) in all other countries.

If the Picture is distributed on basic cable and if Buyer hasacquired the rights to distribute the Picture on basic cable, theBuyer shall furnish reports to the Guild, quarterly during eachcalendar year, showing Buyer's gross receipts derived from suchdistribution for so long as Buyer receives any such gross receipts.

Buyer agrees to cooperate in responding to reasonablerequests from the Guild as to whether the Picture is currentlybeing rerun on television, distributed for foreign telecasting, onbasic cable, theatrically or in Supplemental Markets or NewMedia. An inadvertent failure to comply with any of the notice orreporting provisions hereof shall not constitute a default by Buyerhereunder, provided said failure is cured promptly after writtennotice thereof from the Guild.

THIS TELEVISION BUYER'S ASSUMPTIONAGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THESTATE OF CALIFORNIA AND THE UNITED STATES, ASTHE SAME WOULD BE APPLIED BY A FEDERAL COURTIN CALIFORNIA WITHOUT REGARD TO PRINCIPLES OFCONFLICTS OF LAWS. The Guild and Buyer agree that anyarbitration or legal action or proceeding brought to interpret or

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enforce the provisions of this Television Buyer's AssumptionAgreement (including an action to compel arbitration or a petitionto vacate an arbitration award) shall be held or brought in LosAngeles County, California, and Buyer irrevocably submits to thejurisdiction of the federal and state courts therein.Notwithstanding the foregoing, the Guild, at its option, may bringa legal action or proceeding outside California under thefollowing circumstances: (i) if Buyer has no principal place ofbusiness in California; or (ii) whether or not Buyer has a principalplace of business in California, to enforce or execute upon anarbitration award or court order or judgment, in any jurisdictionin which Buyer's assets are located (and Buyer irrevocablysubmits to the jurisdiction of the courts of such places forpurposes of such execution or enforcement). Buyer consents toservice of process by personal delivery or by certified orregistered mail, return receipt requested, to Buyer's generalcounsel or to Buyer's representative identified below or by firstclass mail to Buyer when Buyer has not designated arepresentative or a general counsel, or by any other methodpermitted by law.

DATE__________________

BUYER_____________________________

ADDRESS_______________________________________

BY_______________________________________________

BUYER'S REPRESENTATIVE OR GENERAL COUNSEL__________________________________________________

(b) The Employer agrees to deliver to the Guild an executed copy ofthe above referred to Television Buyer's Assumption Agreementwithin thirty (30) days after the sale, assignment or transfer ofsuch motion picture, with the name and address of the purchaseror assignee.

(c) Any inadvertent failure on the part of the Buyer to comply withany of the reporting provisions of this Paragraph 22-304(a) shall

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in no event constitute a default by the Employer or such Buyer ora breach of this Agreement, provided that such failure is curedpromptly after notice in writing thereof from the Directors Guildof America.

(d) Upon delivery of such Television Buyer's Assumption Agreementand other documents from Buyer required under this AssumptionAgreement and on condition that the Guild approves in writingthe financial responsibility of the purchaser, assignee ortransferee, Employer shall not be further liable for the keeping ofany such records, or for the payment of Residuals in accordancewith said applicable Section, it being agreed that the purchaser,assignee or transferee shall solely be liable therefor.

The Guild agrees that it will not unreasonably withhold itsapproval of the financial responsibility of any such purchaser,assignee or transferee, it being further agreed that if the Guild,within twenty-one (21) days of receipt of written notice of anysuch sale, assignment or transfer, has not advised the Employerthat it disapproves the financial responsibility of such purchaser,assignee or transferee, the Guild will be deemed to have approvedthe financial responsibility thereof. If any such purchaser,assignee or transferee is a Qualified Residual Payor, then thefinancial responsibility of such purchaser, assignee or transfereeshall be deemed automatically approved. In the event the Guildadvises the Employer within such twenty-one (21) day period thatit disapproves the financial responsibility of any such purchaser,assignee or transferee and Employer disputes such disapproval,the Employer shall have the right, at its election, to cause to beimmediately submitted to arbitration pursuant to the provisions ofArticle 2 hereof, the issue of whether the Guild has unreasonablywithheld the approval of the financial responsibility of suchpurchaser, assignee or transferee for payments due hereunder.

22-305 Financial Security

To the extent that Employer has granted a security interest in favor ofthe Guild in the Picture and related collateral as defined in any DGASecurity Agreement, Buyer's rights in the Picture acquired pursuant tothe Purchase Agreement shall be subject to the following:

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(a) So long as the Buyer timely pays Residuals for the Picture withrespect to all territories and media in which Buyer has distributionrights in accordance with Articles 11, 18, 20, 23, 24 and/orSideletter No. 15 of this Basic Agreement, as applicable, theGuild shall not exercise any rights under such security agreementwhich would in any way interfere with the rights of the Buyer todistribute the Picture and receive all revenues from suchdistribution, provided that such Buyer has executed and delivereda Television Buyer's Assumption Agreement to the Guild and isin compliance with the terms thereof.

(b) If any "Qualified Residual Payor," as that term is defined inParagraph 22-306, assumes in perpetuity under the TelevisionBuyer's Assumption Agreement the obligation to pay theResiduals for all territories and media with respect to the Pictureor guarantees in a written form satisfactory to the Guild (whichshall include the Standard Letter of Guaranty set forth in Exhibit"B-2" of this Agreement) all of such obligations thereunder, theGuild will release and cause to be discharged of record all suchsecurity interests, liens, charges or encumbrances entered into orobtained from such Employer and will not require furtherfinancial assurances from such Employer.

(c) If any "Qualified Residual Payor" acquires rights to distribute thePicture in specific territories and media (but not all territories andmedia) in perpetuity, and has assumed responsibility for thepayment of Residuals for such territories and media so acquiredpursuant to the Television Buyer's Assumption Agreement orguarantees in a written form satisfactory to the Guild (which shallinclude the Standard Letter of Guaranty set forth as Exhibit "B-2"of this Agreement) all of such obligations thereunder, then if theEmployer has granted a security interest in favor of the Guild inthe Picture and related collateral as defined in the DGA SecurityAgreement, the Guild: (1) agrees to modify the definition of thecollateral in the DGA Security Agreement to exclude thoseterritories and media acquired by such Qualified Residual Payor;and (2) acknowledges Qualified Residual Payor's continuingrights of full, unlimited but non-exclusive access to and use ofany and all physical items and elements relating to the Picture.

22-305 -402-

22-306 Qualified Residual Payor

(a) In addition to those buyers who have been deemed "Qualified" bythe Guild due to their past bargaining relationship and/orResiduals payment history, the term "Qualified Residual Payor"shall mean a Buyer who satisfies the requirements set forth insubparagraphs (1) and (2) below:

(1) Buyer has the financial history, liquidity, net earningsbefore interest, taxes and amortization, assets, and networth to establish its present and future ability to pay allResiduals arising from the exploitation of the GuildPictures being distributed.

(2) The Buyer has been in business for five (5) or more yearsand has a history of prompt and proper payment ofResiduals pursuant to the Guild contracts in five (5)consecutive years immediately prior to seeking QualifiedBuyer status.

(b) A Qualified Residual Payor shall have the right to elect, withrespect to each DGA Picture for which it has distribution rights,whether or not to assume Residuals obligations or guarantee thepayment of Residuals in accordance with the Qualified ResidualPayor's Letter of Agreement, for the territories and media forwhich it has distribution rights. However, the Qualified ResidualPayor shall be entitled to the rights of a Qualified Residual Payorhereunder only when it elects to so assume such obligations or soguarantee the payment of Residuals.

(c) In the event of a dispute as to qualifications of an applicant forQualified Residual Payor status, Employer shall provide suchfinancial assurances as the Guild may deem appropriate, whichmay include, but are not limited to, a security interest in thePicture and related collateral, in which case Buyer shallacknowledge same. Said security interest shall remain effectiveunless and until it is established by agreement or in an arbitration,pursuant to the arbitration provisions contained in the BasicAgreement, that the applicant Buyer meets the aforementionedrequirements for qualification. Such applicant shall have the

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burden of proof that it satisfies the aforementioned requirementsfor qualification in any arbitration and shall, upon the Guild'srequest, furnish to the Guild all relevant financial or corporateinformation relating thereto as the Guild may reasonably require.

(d) Any information submitted to the Guild in order to determinewhether a Buyer is entitled to status as a Qualified Residual Payorshall, at the Buyer's discretion, be subject to reasonableconfidentiality arrangements.

(e) In the event a Qualified Residual Payor, after notice and areasonable opportunity to cure, generally fails to report and/orpay Residuals when they are due or generally fails to payobligations to creditors when they become due or in the event apetition is filed under the Bankruptcy Code by or against aQualified Residual Payor, the Guild shall have the right toterminate such Qualified Residual Payor status. The QualifiedResidual Payor shall have the right to invoke the arbitrationprocedures described above to challenge such termination. Pending the resolution of such challenge, the Qualified ResidualPayor's status shall be considered terminated. The Guild agreesthat it will not terminate a Qualified Residual Payor's status whenthere is a bona fide dispute over whether Residuals are due to theGuild, or a bona fide dispute as to the amount of Residuals due tothe Guild, if the Distributor has otherwise timely reported andpaid Residuals. In addition to the above, if a Guild auditconducted pursuant to the Basic Agreement or other financialinformation discloses that the Qualified Residual Payor no longermeets the aforementioned standards for qualification, the Guildmay initiate an arbitration pursuant to the Television Agreementto terminate the Qualified Residual Payor's status.

Section 22-400 EMPLOYER'S DISSOLUTION

If Employer dissolves and if a Distributor assumes all of the obligations of theEmployer for the payment of Residuals, and the financial responsibility of theDistributor is approved by the Guild in its discretion, then Employer shall thereuponbe released of any obligation with respect to any payments due hereunder.

22-306 -404-

Section 22-500 ASSUMPTION AGREEMENT NOT REQUIRED

No television network, station, sponsor or advertising agency shall be required toexecute any Television Distributor's Assumption Agreement or Television Buyer'sAssumption Agreement, unless it is the distributor of such television motion pictureor the buyer of the Employer's television rights in such motion picture, as the casemay be.

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ARTICLE 22 Responsibility for Residual Payments Section 22 .../media/27B44530FD0D403DB9151ED740A5119A.pdf · Markets or New Media (as applicable), to make the additional payments

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