Common use of Default by Licensee Clause in Contracts

Default by Licensee. (a) If Licensee defaults in the performance of any obligation hereunder, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.

Default by Licensee. (a) The following shall be events of default hereunder: If Licensee defaults in (i) becomes the performance subject of any obligation hereunderbankruptcy proceeding or foreclosure, Licensor becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights or remedies hereunder or otherwise available at law or in equityit may have, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with written notice of any alleged defaultAgreement, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License in which event Distributor shall be entitled to possession the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to remain Paragraph 2(b) above) and then in possession of or use Licensee and the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as entire unpaid balance of the date on which Licensee first took possession License Fee for all of the Licensed Premises Audiovisual Work(s) hereunder shall immediately become due and Licensed Storage Areapayable; provided, reasonable wear however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and tear exceptedpayable, and Licensor may exclude Licensee (includingthe balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, without limitationduring the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any or all breach by Licensee of any other agreement between Licensee’s vendors) from access , and Distributor with respect to the Licensed Premises and Licensed StorageArea. (c) On Station which would constitute a default thereunder, shall be deemed a default under the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effectsAgreement. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs acknowledges that due to the Licensed Premises terms hereof and Licensed Storage Areathe industry custom of licensing programming substantially in advance of scheduled telecast, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from a default by Licensee or any has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee’s permit users's area of exclusivity as defined by Paragraph 16. Consequently, includingno method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, without limitationin addition to all other rights and remedies available to Distributor, attorney’s fees and expenses.Distributor shall be entitled upon default as specified in (ii) and

Default by Licensee. (a) If Licensee defaults in fails to perform, fulfill or observe any of the performance terms, covenants or conditions of any obligation hereunderthis Agreement, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights Film L.A. or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide give Licensee with written notice of any alleged such non-compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and if Licensee does not cure any such absolute discretion of Licensor. In the event of Licensee’s default within thirty (30) days after the giving of noticehereunder, Licensor may terminate this Agreement on not less than fourteen (14) days notice (whereupon the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term Term of this Agreement shall terminate expire, and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage License Area to Licensor. It is further agreed that in no event shall the time within which a condition and order default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of repair substantially similar to their original condition and order such notice except as granted, in writing, by Licensor. If a default shall be made under any provision of repair as of this Agreement, Licensor may reenter the date on which Licensee first took possession of the Licensed Premises and Licensed Storage License Area, reasonable wear and tear exceptedtake possession thereof, and remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor may exclude at law, Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, hereby agrees that Licensor shall have the right, among other remedies, right to enter file an unlawful detainer action to recover possession of the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs License Area pursuant to the Licensed Premises and Licensed Storage AreaCalifornia unlawful detainer statutory scheme, other than that attributable as amended from time to reasonable wear and teartime, and all other costs arising from LicenseeLicensee hereby waives the right to object to Licensor’s defaultuse of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, includingLicensor and Film L.A. shall have the right to cancel and terminate this Agreement, but not limited toimmediately and without notice, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.the discovery

Default by Licensee. (a) If Licensee defaults 16.1: In the event that the LICENSEE shall default in the payment of any installment of license fee or other sums herein provided for, and said default shall continue for ten (10) days, or if the LICENSEE shall default in the observance or performance of any obligation other of the LICENSEE’S covenants, agreements or obligations hereunder, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within shall continue for thirty (30) days after days, or if the giving LICENSEE shall be declared bankrupt or insolvent according to the law, or shall enter an assignment for the benefit of noticecreditors, Licensor may then the LICENSOR shall have the right thereafter to enter and take complete possession of the Licensed location pursuant to any process required by law and to terminate this Agreement on not less than fourteen (14) days notice (License and/or remove the “Termination Notice”) to Licensee. On property of the date specified on LICENSEE, without prejudicing any other remedies available under this License or at law, for arrears of license fee or other damages. 16.2: The LICENSEE shall indemnify the LICENSOR against all loss of license fee and other payments which the LICENSOR may incur by reason of such Termination Notice, termination during the residue of the term of this Agreement License or any extension thereof. 16.3: If the LICENSEE shall terminate and neither Licensee nor default in the observance or performance of any vendor conditions or other person claiming through covenants on LICENSEE'S part to be observed or performed under License shall be entitled to possession or to remain in possession by virtue of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as any of the date on which Licensee first took possession provisions of this License, the LICENSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, LICENSEE. If the LICENSOR makes any expenditures or all incurs any obligations for the payment of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s defaultmoney in connection therewith, including, but not limited to, attorney’s reasonable attorneys, fees in instituting, prosecuting or defending any action or proceedings, such sums paid or obligations incurred, with interest at the rate of twelve (12) percent per annum and expenses. Upon costs, shall be paid to the LICENSOR by the LICENSEE forthwith as additional license fee. 16.4: Failure on the part of the LICENSOR to complain of any such removal action or nonaction on the part of Licensee’s or the LICENSEE, no matter how long the same may continue, shall never be deemed to be waiver by the LICENSOR of any of its vendors’ property, such property rights hereunder. 16.5: No waiver at any time of any of the provisions hereof by the LICENSOR shall be considered construed as a waiver of any of the other provisions hereof, and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of the LICENSOR to have been abandoned and may either or of any action by the LICENSEE requiring the LICENSOR'S consent or approval shall not be retained deemed to waive or render unnecessary the LICENSOR'S consent or approval to or of any subsequent similar act by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fitthe LICENSEE. (d) Licensee 16.6: No payment by the LICENSEE or acceptance by LICENSOR of a lesser amount than shall pay be due from LICENSEE to Licensor LICENSOR shall be treated otherwise than as a payment on account. The acceptance by the LICENSOR of a check for a lesser amount with an endorsement or statement thereon, or upon demand all costsany letter accompanying such check, expenses that such lesser amount is payment in full shall be given no effect, and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement the LICENSOR may accept such check without prejudice to any other rights or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expensesremedies which LICENSOR may have against the LICENSEE.

Default by Licensee. 15.1. Each of the following events shall constitute a default (a“Default”) If by Licensee defaults in under this License: (i) if Licensee fails to pay Utilities Fee within five (5) days after the performance of any obligation hereunder, Licensor may, pursuant to Paragraph 16(b) below, at its option same shall be due and in addition to any other rights or remedies hereunder or otherwise available at law or in equity, terminate this Agreement payable and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with has received written notice of any alleged defaultsuch Default and has failed to cure; or (ii) if Licensee breaches or fails to observe or perform the terms, conditions and covenants of this License, other than those involving the payment of the Utilities Fee, and if Licensee does such breach or failure is not cure any such default cured within thirty (30) days after the giving Licensee’s receipt of written notice thereof, unless such condition cannot reasonably be cured within such thirty (30) days, in which case Licensee shall commence such cure within said thirty (30) days and diligently pursue said cure to its completion (provided, however, if such breach or failure creates a hazard, public nuisance or dangerous situation, said thirty (30) day grace period shall be reduced to forty-eight (48) hours after Licensee’s receipt of written notice). 15.2. If Default occurs, Licensor may terminate shall have all the rights and remedies available under this Agreement on not less than fourteen (14) days notice (License and provided at law or in equity. 15.3. If this License is at any time terminated under this section, Licensee shall immediately surrender and deliver the “Termination Notice”) License Area to LicenseeLicensor. On the date specified on such Termination NoticeIf Licensee fails to do so, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License Licensor shall be entitled to possession or the benefit of all provisions of law with respect to remain in possession the recovery of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises License Area (whether by summary proceedings or otherwise). 15.4. Licensor may, subject to Licensor’s written notice of Default to Licensee and Licensed Storage AreaLicensee's cure period, reasonable wear perform, on behalf of and tear excepted, and Licensor may exclude Licensee (including, without limitationat the expense of Licensee, any or all obligation of Licensee under this License which Licensee fails to perform, the reasonable cost of which shall be paid by Licensee within thirty (30) days after Licensor's performance of Licensee’s vendors) from access to the Licensed Premises 's obligations and Licensed StorageArea. (c) On the date this Agreement terminates, whether Lessee's receipt of evidence of costs. The performance by default by Licensor of any such obligation shall not constitute a Party release or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, waiver of any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s 's obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expensesLicense.

Default by Licensee. (a) If Licensee defaults LICENSEE allows the license fees payable hereunder to be in arrears more than ten days after the performance of any obligation hereunderdue date thereof, Licensor LICENSOR may, pursuant to Paragraph 16(b) below, at its option option, without notice to LICENSEE, terminate this Agreement; or in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of the Licensed Space, without terminating this Agreement, and expel or remove all persons and property therefrom, without being (a) deemed guilty of any manner of trespass, (b) liable for prosecution, or (c) liable on any claim for damages therefor, and relet the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, or any renewal thereof, to a party satisfactory to LICENSOR, and at such monthly license fees as LICENSOR may with reasonable diligence be able to secure. If LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such license fees are less than the license fees LICENSEE was obligated to pay under this Agreement, or any renewal thereof, then LICENSEE shall pay to LICENSOR the amount of such deficiency plus the expense of locating a new licensee without limitation, brokers' fees incurred by LICENSOR in addition connection with finding a new licensee for the whole or any part of the Licensed Space and all reasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. However, notwithstanding anything contained in this Agreement to the contrary, in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding is pending. If LICENSEE remains in default under any other rights condition of this Agreement for a period of thirty days after the date of receipt of written notice from LICENSOR, or remedies hereunder if any other person than LICENSEE secures possession of the Licensed Space, or otherwise available any part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or other operation of law in any manner whatsoever, LICENSOR may, at law or in equityits option, without notice to LICENSEE, terminate this Agreement and or exercise any of the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Areaother remedies listed above in this Section 27. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License LICENSEE agrees that LICENSOR shall be entitled to possession the benefits of all provisions of law respecting the speedy recovery of land and tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall not be subject to prosecution or to remain in possession liability as a result of said entry or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear exceptedrepossession, and Licensor may exclude Licensee (including, without limitation, any or all LICENSEE shall compensate LICENSOR for its reasonable expenses of Licensee’s vendors) from access to the Licensed Premises making such entry and Licensed StorageArearepossession. (c) On Notwithstanding anything to the date contrary herein contained, if LICENSEE is default under the terms of this Agreement terminatesfive or more times within a one hundred and eighty day period, regardless of whether by such events of default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ propertyare timely cured, such property shall defaults will be considered deemed deliberate and not curable on the last occasion thereof, thereby giving LICENSOR the immediate right to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fitrecourse to all LICENSOR's remedies hereunder. (d) Licensee The remedies of LICENSOR hereunder shall pay be deemed cumulative and no remedy of LICENSOR, whether exercised by LICENSOR or not, shall be deemed to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or be an exclusion of any of Licensee’s permit users, including, without limitation, attorney’s fees and expensesother.

Default by Licensee. In the event Licensee fails to pay monthly or other fees required to be paid hereunder within fifteen (a15) If Licensee defaults in the performance days of any obligation hereunder, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with Licensor's written notice to Licensee of any alleged default, its failure to pay when due and if Licensee does not cure any such default within thirty (30) days after demand for the giving of noticeimmediate payment thereof, Licensor may terminate this Agreement on the License for the subject Space for which fees have not less than fourteen (14) days notice (been paid. In the “Termination Notice”) event Licensee fails to Licensee. On the date specified on such Termination Notice, the term perform or comply with any other provision of this Agreement within twenty (20) days of Licensor's written notice to Licensee of its failure to perform or comply with any other provision of this Agreement, Licensor may terminate the License for the subject Space for which nonperformance or noncompliance has occurred. If Licensee is unable to cure within the prescribed twenty (20) days or if the nonperformance or noncompliance is of a nature that cannot be cured within twenty (20) days, Licensee shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, so notify Licensor and Licensor may exclude shall give Licensee (including, without limitation, any a reasonable amount of time to cure such nonperformance or all noncompliance. If Licensee fails to cure within a reasonable amount of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereaftertime, Licensor shall have may terminate the right, among other remedies, to enter License for the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effectsapplicable Space. Licensee shall pay to Licensor upon demand the expense in any event remain fully liable for damages as provided by law and or all costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor on account of such default, including reasonable attorneys' fees, subject to the limitation on liability set forth in enforcing Section 12. Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s 's obligation to pay all fees and expensescharges that have been accrued shall survive any termination of any License. Upon such termination of any License pursuant to this Section 18, Licensee shall remain fully liable for all License Fees under such License from such date of termination through the Expiration Date of the relevant License. All such amounts shall become immediately due and payable.

Default by Licensee. Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee of each of the terms and conditions herein contained, all of which are of the essence of this Agreement. In addition and without prejudice to any and all other remedies available to it hereunder or otherwise, Licensor, at its option, shall have the right to terminate this Agreement on fifteen (a15) If business days prior written notice to Licensee, upon the occurrence of any of the following events, provided that during such fifteen (15) day period, if curable, Licensee fails to cure such breach to Licensor’s reasonable satisfaction: (i) Licensee defaults in the due performance of any obligation of the terms or conditions to be performed by it hereunder, Licensor may(ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator of Licensee’s property is appointed. In the event of a termination pursuant to this Paragraph 16(b) below1113.1, the following shall apply: Licensor shall have the right to keep and retain absolutely any deposit and any other payments theretofore made to Licensor as and for Licensor’s partial liquidated damages and on account of any claims Licensor may then have or thereafter have against Licensee. Licensor shall have the right at its option to (i) be subrogated to the rights of Licensee under any contract made by Licensee with third parties for the distribution or exhibition of any Film or Digital Content supplied by Licensor hereunder, (ii) enforce the performance of each of such contracts, (iii) receive and retain as and for its own property all monies that may become due and payable thereunder, and (iv) generally in addition every way, succeed to the right, title and interest of Licensee in, to and under all such contracts. Licensee shall immediately return, free of chargeat its own cost, all Materials relating to the Films and Digital Content embraced herein, or at Licensor’s request destroy and promptly furnish to Licensor an officer’s certificate attesting to such destruction of Materials. If Licensee fails to do so, Licensor shall have the right to seize and take possession of the same wherever they may be found and enter any building, warehouse, office or other rights place for the purpose of taking such possession. To enforce the performance of all such contracts as set forth in Paragraph 11.1.2 above and for each purpose set forth herein, Licensee in such case appoints Licensor as Licensee’s true and lawful attorney-in-fact to (i) do all things and to take all steps and legal proceedings which Licensor may deem necessary, proper or remedies hereunder or otherwise available at law or expedient to enforce such contracts and the payment by the parties thereto of all monies that may become due and payable thereunder, and (ii) to secure possession of all Materials. Termination By Either Party: As provided in equityParagraph 3 above, either party hereto shall have the right to terminate this Agreement and Agreement, at any time, by so notifying the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within other party in writing no later than thirty (30) days prior to the effective date of termination. If notice is given pursuant to the preceding sentence, no additional Films or Digital Content shall be delivered by Licensor thereafter. If the right of termination is exercised by Licensor, (i) Licensor shall assume and perform all agreements for the distribution or exhibition of the Films and Digital Content which were previously made by Licensee, to the extent that the same require performance after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear exceptedtermination date, and Licensor may exclude Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (dii) Licensee shall pay furnish Licensor with copies of all such outstanding agreements, and (iii) The Licensor shall not be responsible for discharging payments to Licensor upon demand all costs, vendors on account of the Direct Expenses and/or other expenses and damages incurred by the Licensee in connection with this agreement and outstanding as on the date of termination of the agreement. As to agreements which Licensor does not assume (and is not required to assume), Licensee shall hold Licensor free and harmless from liability in enforcing Licensee’s obligations under this Agreement connection therewith. As to agreements which Licensor is required to assume and perform, or resulting from default by which it elects to assume and perform, as aforesaid, it shall be subrogated to all rights of Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expensesthereunder.

Default by Licensee. (a) If Licensee defaults in fails to perform, fulfill or observe any of the performance terms, covenants or conditions of any obligation hereunderthis Agreement, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights FilmL.A. or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide give Licensee with written notice of any alleged such non-compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and if Licensee does not cure any such absolute discretion of Licensor. In the event of Licensee’s default within thirty (30) days after the giving of noticehereunder, Licensor may terminate this Agreement on not less than fourteen (14) days notice (whereupon the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term Term of this Agreement shall terminate expire, and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage License Area to Licensor. It is further agreed that in no event shall the time within which a condition and order default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of repair substantially similar to their original condition and order such notice except as granted, in writing, by Licensor. If a default shall be made under any provision of repair as of this Agreement, Licensor may reenter the date on which Licensee first took possession of the Licensed Premises and Licensed Storage License Area, reasonable wear and tear exceptedtake possession thereof, and remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor may exclude at law, Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, hereby agrees that Licensor shall have the right, among other remedies, right to enter file an unlawful detainer action to recover possession of the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs License Area pursuant to the Licensed Premises and Licensed Storage AreaCalifornia unlawful detainer statutory scheme, other than that attributable as amended from time to reasonable wear and teartime, and all other costs arising from LicenseeLicensee hereby waives the right to object to Licensor’s defaultuse of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, includingLicensor and FilmL.A. shall have the right to cancel and terminate this Agreement, but not limited toimmediately and without notice, attorney’s fees and expenses. Upon upon the discovery of a violation of any such removal term, condition, or provision of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement on the part of the Licensee that may, in FilmL.A. or resulting from Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the production as a result of a default by Licensee under this Agreement, except as provided in Section 5 herein. The foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of any of Licensee’s permit usersthe terms and provisions of this License, including, without limitation, attorney’s fees and expensesany such right to monetary damage hereby being hereby expressly reserved by Licensor.

Default by Licensee. a. If LICENSEE allows the license fees payable hereunder to be in arrears more than ten days after the due date thereof, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement; or in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of the Licensed Space, without terminating this Agreement, and expel or remove all persons and property therefrom, without being (a) If Licensee defaults in the performance deemed guilty of any obligation hereundermanner of trespass, Licensor (b) liable for prosecution, or (c) liable on any claim for damages therefor, and re-let the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, or any renewal thereof, to a party satisfactory to LICENSOR, and at such monthly license fees as LICENSOR may with reasonable diligence be able to secure. If LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such license fees are less than the license fees LICENSEE was obligated to pay under this Agreement, or any renewal thereof, then LICENSEE shall pay to LICENSOR the amount of such deficiency plus the expense of locating a new licensee without limitation, brokers' fees incurred by LICENSOR in connection with finding a new licensee for the whole or any part of the Licensed Space and all reasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. However, notwithstanding anything contained in this Agreement to the contrary, in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding is pending. If LICENSEE remains in default under any other condition of this Agreement for a period of thirty days after the date of receipt of written notice from LICENSOR, or if any other person than LICENSEE secures possession of the Licensed Space, or any part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or other operation of law in any manner whatsoever, LICENSOR may, pursuant to Paragraph 16(b) below, at its option and in addition option, without notice to any other rights or remedies hereunder or otherwise available at law or in equityLICENSEE, terminate this Agreement and or exercise any of the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Areaother remedies listed above in this Section 27. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License b. LICENSEE agrees that LICENSOR shall be entitled to possession the benefits of all provisions of law respecting the speedy recovery of land and tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall not be subject to prosecution or to remain in possession liability as a result of said entry or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear exceptedrepossession, and Licensor may exclude Licensee (including, without limitation, any or all LICENSEE shall compensate LICENSOR for its reasonable expenses of Licensee’s vendors) from access making such entry and repossession. c. Notwithstanding anything to the Licensed Premises contrary herein contained, if LICENSEE is default under the terms of this Agreement five or more times within a one hundred and Licensed StorageAreaeighty day period, regardless of whether such events of default are timely cured, such defaults will be deemed deliberate and not curable on the last occasion thereof, thereby giving LICENSOR the immediate right to have recourse to all LICENSOR's remedies hereunder. (c) On the date this Agreement terminatesd. The remedies of LICENSOR hereunder shall be deemed cumulative and no remedy of LICENSOR, whether exercised by default by a Party LICENSOR or by Licensee’s election pursuant to Paragraph 10not, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered deemed to have been abandoned and may either be retained by Licensor as its property or may be disposed an exclusion of at public or private sale or donated as Licensor sees fitany other. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.

Default by Licensee. (a) If Licensee defaults in fails to perform, fulfill or observe any of the performance terms, covenants or conditions of any obligation hereunderthis Agreement, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights FilmL.A. or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide give Licensee with written notice of any alleged such non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, and if then Licensee does not cure any such shall be in default within thirty (30) days after of this Agreement. In the giving event of noticeLicensee’s default hereunder, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, whereupon the term of this Agreement shall terminate expire, and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises Property to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and Licensed Storage Area remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in a condition this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and order of repair substantially similar all remedies available to their original condition and order of repair as of Licensor at law, Licensee hereby agrees that Licensor shall have the date on which Licensee first took right to file an unlawful detainer action to recover possession of the Licensed Premises and Licensed Storage AreaLicense Area pursuant to the California unlawful detainer statutory scheme, reasonable wear and tear exceptedas amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor may exclude and FilmL.A. shall have the right to cancel and terminate this Lease, immediately and without notice, upon the discovery of a violation of any term, condition, or provision of this Lease on the part of the Licensee (includingthat may, without limitationin FilmL.A. or Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. After a hearing before the Board of Education, any or all Licensee found to be in violation of Licenseeany provision of the Lease may be denied the right to lease the Licensor’s vendorsfacilities for a period of up to five (5) from access years. Notwithstanding anything to the Licensed Premises and Licensed StorageArea. (c) On contrary contained herein, except in the date event of a default in the provisions of Section 6 of this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafterAgreement, Licensor shall have no right to enjoin or restrain the rightexhibition, among other remediesdistribution, to enter advertising, exploitation and/or marketing of the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all production as a result of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from a default by Licensee under this Agreement; provided, however, the foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of any of Licensee’s permit usersthe terms and provisions of this License, including, without limitation, attorney’s fees and expensesany such right to monetary damage hereby being hereby expressly reserved by Licensor.

Default by Licensee. (a) If Licensee defaults in fails to perform, fulfill or observe any of the performance terms, covenants or conditions of any obligation hereunderthis Agreement, Licensor may, pursuant to Paragraph 16(b) below, at its option and in addition to any other rights FilmL.A. or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide give Licensee with written notice of any alleged such non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, and if then Licensee does not cure any such shall be in default within thirty (30) days after of this Agreement. In the giving event of noticeLicensee’s default hereunder, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, whereupon the term of this Agreement shall terminate expire, and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises Property to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and Licensed Storage Area remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in a condition this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and order of repair substantially similar all remedies available to their original condition and order of repair as of Licensor at law, Licensee hereby agrees that Licensor shall have the date on which Licensee first took right to file an unlawful detainer action to recover possession of the Licensed Premises and Licensed Storage AreaLicense Area pursuant to the California unlawful detainer statutory scheme, reasonable wear and tear exceptedas amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor may exclude and FilmL.A. shall have the right to cancel and terminate this Lease, immediately and without notice, upon the discovery of a violation of any term, condition, or provision of this Lease on the part of the Licensee (includingthat may, without limitationin FilmL.A. or Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. After a hearing before the Board of Education, any or all Licensee found to be in violation of Licenseeany provision of the Lease may be denied the right to lease the Licensor’s vendorsfacilities for a period of up to five (5) from access years. Notwithstanding anything to the Licensed Premises and Licensed StorageArea. (c) On contrary contained herein, except in the date event of a default in the provisions of Section 6 of this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafterAgreement, Licensor shall have no right to enjoin or restrain the rightexhibition, among other remediesdistribution, to enter advertising, exploitation and/or marketing of the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all production as a result of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from a default by Licensee under this Agreement; provided, however, the foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.any of

Default by Licensee. Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee of each of the terms and conditions herein contained, all of which are of the essence of this Agreement. In addition and without prejudice to any and all other remedies available to it hereunder or otherwise, Licensor, at its option, shall have the right to terminate this Agreement on fifteen (a15) If business days prior written notice to Licensee, upon the occurrence of any of the following events, provided that during such fifteen (15) business day period, if curable, Licensee fails to cure such breach to Licensor’s reasonable satisfaction: (i) Licensee defaults in the due performance of any obligation of the terms or conditions to be performed by it hereunder, Licensor may(ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator of Licensee’s property is appointed. In the event of a termination pursuant to this Paragraph 16(b) below10.1, the following shall apply: Licensor shall have the right to keep and retain absolutely any deposit and any other payments theretofore made to Licensor as and for Licensor’s partial liquidated damages and on account of any claims Licensor may then have or thereafter have against Licensee. Licensor shall have the right at its option and in addition to any other (i) be subrogated to the rights or remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the right of Licensee (and under any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide contract made by Licensee with written notice third parties for the distribution or exhibition of any alleged defaultFilm and/or Digital Content supplied by Licensor hereunder, (ii) enforce the performance of each of such contracts, (iii) receive and retain as and for its own property all monies that may become due and payable thereunder, and if Licensee does not cure any such default within thirty (30iv) days after the giving of noticegenerally in every way, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, any or all of Licensee’s vendors) from access succeed to the Licensed Premises right, title and Licensed StorageArea. (c) On interest of Licensee in, to and under all such contracts. Licensee shall immediately return, free of charge, all Materials relating to the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant Films and/or Digital Content embraced herein. If Licensee fails to Paragraph 10, and thereafterdo so, Licensor shall have the rightright to seize and take possession of the same wherever they may be found and enter any building, among warehouse, office or other remediesplace for the purpose of taking such possession. To enforce the performance of all such contracts as set forth in Paragraph 10.1.2 above and for each purpose set forth herein, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of in such case appoints Licensor as Licensee’s permit users true and lawful attorney-in-fact to (i) do all things and to take all steps and legal proceeding which Licensor may deem necessary, proper or permit vehicles) therefrom expedient to enforce such contracts and remove any or the payment by the parties thereto of all of their property monies that may become due and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tearpayable thereunder, and (ii) to secure possession of all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fitMaterials. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.

Default by Licensee. The following events shall constitute a "Default" by Licensee under this Agreement: (a1) If breach by Licensee defaults of any material representation, warranty, covenant, condition or obligation set forth in this Agreement and not otherwise specifically addressed in subsections 13.A(2) through 13.A(10) below, which breach is not cured within ten (10) days following notice to Licensee of such breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s breach, it shall not be required to give notice or wait any period of time before pursuing any remedies hereunder or under applicable law; (2) material violation of the Arena's rules and regulations; (3) any misrepresentation by Licensee to Licensor regarding the subject matter of the Event or materials used in connection with the Event; (4) partial or total abandonment by Licensee of the Arena, or failure of Licensee to use the Arena on a performance day as contemplated herein; (5) failure of Licensee to obtain the insurance or any license or permit required hereunder; (6) the return of any obligation Licensee check for insufficient funds; (7) cessation by Licensee of its business as a going concern, or the insolvency or bankruptcy of Licensee or the initiation of any bankruptcy or other insolvency proceedings by or against Licensee, or the appointment of a receiver or trustee for Licensee or Licensee's property; or (8) any attempt by Licensee to assign this Agreement in violation of Subsection 19.C. below. In the event of a Default by Licensee, Licensor may terminate this Agreement upon notice to Licensee, and all monies held hereunder may be applied by Licensor for the payment of the License Fee, sales or amusement taxes, or other charges due and payable to Licensor at the date of the Default. Licensor may, after the occurrence of an event of Default, enter and remove all persons from the Arena and all or any property therefrom, and sell such property as a setoff against monies owed to Licensor hereunder. In the event of a breach or threatened breach by Licensee of any of its agreements or obligations hereunder, Licensor may, pursuant shall have the right of injunction and the right to Paragraph 16(b) below, at its option and in addition to invoke any other remedy allowed at law or in equity. Licensor's rights or and remedies hereunder or otherwise available set forth in the paragraph in connection with a Licensee Default shall be cumulative, and shall be non- exclusive of all other right and remedies under this Agreement, at law or in equity, terminate this Agreement and including without limitation the right of Licensee (and any and to recover all users) to use the Licensed Premises and Licensed Storage Areadamages suffered by Licensor. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.

Default by Licensee. The following events shall constitute a "Default" by Licensee under this Agreement: (a1) If breach by Licensee defaults of any material representation, warranty, covenant, condition or obligation set forth in this Agreement and not otherwise specifically addressed in subsections 13.A(2) through 13.A(10) below, which breach is not cured within ten (10) days following notice to Licensee of such breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s breach, it shall not be required to give notice or wait any period of time before pursuing any remedies hereunder or under applicable law; (2) material violation of the Arena's rules and regulations; (3) any misrepresentation by Licensee to Licensor regarding the subject matter of the Event or materials used in connection with the Event; (4) partial or total abandonment by Licensee of the Arena, or failure of Licensee to use the Arena on a performance day as contemplated herein; (5) failure of Licensee to obtain the insurance or any license or permit required hereunder; (6) the return of any obligation Licensee check for insufficient funds; (7) cessation by Licensee of its business as a going concern, or the insolvency or bankruptcy of Licensee or the initiation of any bankruptcy or other insolvency proceedings by or against Licensee, or the appointment of a receiver or trustee for Licensee or Licensee's property; or (8) any attempt by Licensee to assign this Agreement in violation of Subsection 19.C. below. In the event of a Default by Licensee, Licensor may terminate this Agreement upon notice to Licensee, and all monies held hereunder may be applied by Licensor for the payment of the License Fee, sales or amusement taxes, or other charges due and payable to Licensor at the date of the Default. Licensor may, after the occurrence of an event of Default, enter and remove all persons from the Arena and all or any property therefrom, and sell such property as a set off against monies owed to Licensor hereunder. In the event of a breach or threatened breach by Licensee of any of its agreements or obligations hereunder, Licensor may, pursuant shall have the right of injunction and the right to Paragraph 16(b) below, at its option and in addition to invoke any other remedy allowed at law or in equity. Licensor's rights or and remedies hereunder or otherwise available set forth in the paragraph in connection with a Licensee Default shall be cumulative, and shall be non-exclusive of all other right and remedies under this Agreement, at law or in equity, terminate this Agreement and including without limitation the right of Licensee (and any and to recover all users) to use the Licensed Premises and Licensed Storage Areadamages suffered by Licensor. (b) Licensor shall provide Licensee with written notice of any alleged default, and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, any or all of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or by Licensee’s election pursuant to Paragraph 10, and thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the expense and costs for removal and/or storage of vehicles, any and all repairs to the Licensed Premises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under this Agreement or resulting from default by Licensee or any of Licensee’s permit users, including, without limitation, attorney’s fees and expenses.