3.1 Upon receipt of the Bank's Assigned Receipts, the Bank shall be entitled to retain and shall immediately apply the same on account of the Obligations. Upon the indefeasible repayment of the Obligations in full, the Bank shall:
i. notify the Licensee, the Completion Guarantor, and the Producer thereof in writing (such notice being herein referred to as the 'Termination Notice') and thereupon the authority, instructions, and directions from the Producer to the Licensee under Paragraph 2 hereof shall terminate, and the Licensee shall thereafter be relieved of its obligations to the Bank under Paragraph 2 hereof; and ii. deliver to the Licensee, concurrently with the Termination Notice (with a copy to the Producer) any and all reasonable documents necessary to evidence the subordination of the Bank's interest in the Film in the Territory and the Licence Agreement.
The Bank must be certain as to the amount of the receivable it is entitled to. This provision ensures that the Bank receives the full amount of the Licence Fee without any set-off or reduction and reserves all of such rights of the Licensee as against the Producer only.
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