Common use of Right to Sub-License Clause in Contracts

Right to Sub-License. 2.3.1 The Licensee (considering Bidder as Developer) shall be entitled to sub-Let the built-up structure to any person or entity (the “Sub-Licensee”) with an intimation and approval by CMRL, after adding the necessary structures and utility services. The Sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- Licensee shall not have any independent right over the Licensed premises. 2.3.2 The Sub-License shall however be for the use of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL for such termination. 2.3.3 The Licensee shall prepare a draft standard format of the Sub-License agreement, which will be required to be signed by the Sub-License for use of the subject Site. Prior written approval of CMRL shall be obtained by the Licensee in respect of such standard draft. CMRL may specify certain covenants to be incorporated in the sub-License agreement to protect their interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit copies of each such Sub Licenses to CMRL for verification and record. In case of any deviation from the above-mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL before entering into an agreement with a Sub-Licensee. CMRL reserves the sole right not to give consent /approval to such a request and no compensation or claim will be entertained in this regard. 2.3.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first place. Any such act of the Developer or Sub-Licensee shall render the Leave and license Agreement liable for termination at the sole cost and expense of the Licensee.

Right to Sub-License. 2.3.1 The 2.9.1. Licensee (considering Bidder as Developer) shall be entitled have the right to sub-Let the built-up structure to any person license some or entity (the “Sub-Licensee”) with an intimation and approval by CMRL, after adding the necessary structures and utility services. The Sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- Licensee shall not have any independent right over the Licensed premises. 2.3.2 The Sub-License shall however be for the use all of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with following rights in Sub-Licensee Countries, and companies in other countries [*]: The right to make, use, sell, and offer to sell Licensed Parts and Licensed Products in the Sole and Open Fields, subject to all terms, conditions, limitations, and restrictions contained in this Agreement. All Licensed Parts made and/or sold pursuant to this grant must be used to make Licensed Products in the Sole and Open Fields. No rights are granted herein to sub-license any right to make, have made, use, sell, and/or offer to sell Licensed Sub-Parts or Licensed Cores, except to carry out the license grant specified in the foregoing sentence. ------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. 2.9.2. The Royalty Fee according to Exhibit E shall specifically stipulate this covenant be due and payable to ParkerVision by Licensee for all Shipments of termination Licensed Products and/or Licensed Parts by each sub-licensee. 2.9.3. Before any of the rights of the SubSection 2.9.1 may be sub-licensed by Licensee, [*]. Any material changes to the standard sub-license agreement must be approved in writing by ParkerVision [*]. If Licensee is uncertain whether a proposed change is material, it shall request clarification from ParkerVision prior to agreeing to such change, without having to reveal to ParkerVision the identity of the potential sub-licensee until after a sub-licensee agreement, if any, is reached. After the standard sub-license agreement (and further that such Subany material changes contained therein) have been approved by ParkerVision, then Licensee may sub-license the rights specified in Section 2.9.1. Licensee agrees to provide the identity of each sub-licensee and a copy of each sub-license agreement to ParkerVision within thirty (30) days after execution of each sub-licensee agreement, but Licensee shall not have used reasonable efforts to inform ParkerVision of the sub-license agreement prior to any claim public disclosure of the sub-license agreement. [*]. The identity and sub-license agreement of any of Licensee's sub-licensee shall be maintained as Confidential Information by ParkerVision. ParkerVision may disclose any such sub-license agreement to a third party who is negotiating with ParkerVision to acquire ParkerVision (or seek substantially all of the D2DTM division of ParkerVision, and/or ParkerVision's rights in the ParkerVision Intellectual Property Pool), as long as the third party agrees in writing to maintain as confidential any compensation from CMRL for terms and conditions of such terminationsub-licensee agreement disclosed to the third party. 2.3.3 The 2.9.4. Licensee shall prepare may disclose ParkerVision Proprietary Information included in the ParkerVision Intellectual Property Pool and/or ParkerVision Technology Improvements (to the extent Licensee has been provided with same from ParkerVision) to a draft standard format sub-licensee or a potential sub-licensee who is headquartered in one of the Sub-License agreementLicensee Countries, which will be required provided that the following requirements are satisfied prior to be signed by the Sub-License for use of the subject Site. Prior written approval of CMRL shall be obtained by the Licensee in respect of any such standard draft. CMRL may specify certain covenants disclosure to be incorporated in the sub-License agreement licensee or potential ------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to protect their interests. Only after such covenants are incorporated in the omitted portion. (1) the sub-License agreementlicensee or the potential sub-licensee has executed a non-disclosure agreement which has been previously approved by ParkerVision in writing, which approval shall not be unreasonably withheld; and (2) all persons associated with the sub-licensee or potential sub-licensee who are to receive ParkerVision Proprietary Information included in the ParkerVision Intellectual Property Pool and/or ParkerVision Technology Improvements have executed individual Non-Disclosure Agreements similar to that attached in Exhibit G. Licensee agrees that ParkerVision Proprietary Information included in the ParkerVision Intellectual Property Pool and/or ParkerVision Technology Improvements will not be entitled disclosed to enter into Sub[*] for any given sub-License agreement and licensee or potential sub-licensee, without first obtaining the consent of ParkerVision [*]. Upon request of ParkerVision, Licensee shall be required provide to submit ParkerVision copies of each such Sub Licenses the non-disclosure agreements referenced above. The foregoing restrictions on disclosure in this Section 2.9.4 do not apply to CMRL for verification information contained in issued patents and recordpublished foreign patent applications, and Licensee Technology Improvements that do not disclose ParkerVision Confidential Information. 2.9.5. In case of any deviation from Licensee shall have the above-mentioned standard draft right to Ship Licensed Parts and Licensed Products to its sub-License agreementslicensees. Also, the Licensee shall obtain have the prior written consent and approval of the CMRL before entering into an agreement with a Subright to Ship Licensed Cores to its sub-Licensee. CMRL reserves licensees for the sole right not to give consent /approval to such a request and no compensation or claim will be entertained purpose of carrying out the license grant specified above in this regardSection 2.9. 2.3.4 At any point 2.9.6. No sub-license granted by Licensee may: (1) Include the right to sub-license. (2) Extend beyond the term of timethis Agreement. 2.9.7. Termination of this Agreement pursuant to Section 10 shall immediately terminate all sub-licenses that have been granted by Licensee, the and Licensee shall not enter or cause any so notify all of its Sub- sub-licensees of such termination. ------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. 104 2.9.8. Licensee to enter into agrees that if Licensee identifies any sub-License agreement licensee (of Licensee) who is operating outside the Sole Fields, if any, or the Open Fields, to the extent the sub-licensee's actions are attributable to Licensee or caused by Licensee's actions, whether by notice from ParkerVision or otherwise, then Licensee agrees to notify ParkerVision of the non-compliance, and agrees to take appropriate action at Licensee's expense to ensure that the sub-licensee operates only within the Sole Fields, if any, or the Open Fields. If Licensee does not take action to ensure that the sub-licensee operates only within the Sole Fields, if any, or the Open Fields, then ParkerVision may take such action, and ParkerVision's reasonable and actual costs associated with any person or entity for transfer such action shall be paid by Licensee [*]. 2.9.9. Licensee agrees to require each of its rights sub-licensees to maintain sufficient shipping records and sales records of Licensed Cores, Licensed Parts and Licensed Products to accurately record sub-licensee's activity, and to allow that at ParkerVision's option and expense, ParkerVision may have an accounting firm of ParkerVision's choosing, and to which would adversely affect the interests sub-licensee has no reasonable objection, conduct an audit of CMRL or is not available to the Developer in the first place. Any such act of the Developer or Subsub-Licensee shall render the Leave and license Agreement liable licensee for termination at the sole cost purpose of determining the accuracy of sub-licensee's accounting of shipments and expense sales of Licensed Cores, Licensed Parts and Licensed Products. Each sub-licensee shall agree to provide the Licenseeaccounting firm with reasonable access to its shipping and sales records during normal business hours.

Right to Sub-License. 2.3.1 3.4.1 The Licensee (considering Bidder as Developer) shall be entitled to sub-Let License the built-built up structure space to any person or entity (the “Sub-Licensee”) with an intimation ), only after completion of the building and approval by CMRL, after obtaining necessary Completion Certificate from CMDA and also after providing complete Utility services. The sub Licensee shall not further sub License any of the building/structures. The sub Licensee shall be entitled to enjoy the rights as the sub-License agreement adding the necessary structures and utility services. The SubFurther licensing/leasing by a sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- sub-Licensee shall not have any independent right over the Licensed premisesbe permitted. 2.3.2 3.4.2 The Subsub-License shall however be for the use of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Sub- Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL CMRL/LICENSOR for such termination. 2.3.3 3.4.3 The Licensee shall prepare a draft standard format of the Subsub-License agreement, which will be required to be signed by the Sub-License Licensee for use of the subject Site/built-up space. Prior written approval of CMRL CMRL/LICENSOR shall be obtained by the Licensee in respect of such standard draft. CMRL CMRL/LICENSOR may specify certain covenants to be incorporated in the sub-License agreement to protect their its interests. Only after such covenants are incorporated in the sub-sub- License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit the copies of each such Sub Licenses sub License agreement to CMRL CMRL/LICENSOR for verification and record. In case of any deviation from the above-above- mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL CMRL/LICENSOR before entering into an agreement with a the Sub-Licensee. CMRL CMRL/LICENSOR reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. 2.3.4 3.4.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any further sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first placerights. Any such act of the Developer Licensee or Sub-Licensee shall render the Leave and license License Agreement /Sub-License agreements. liable for termination at the sole cost and expense of the Licensee.

Right to Sub-License. 2.3.1 The Licensee (considering Bidder as Developer) shall be entitled to sub-Let the built-up structure to any person or entity (the “Sub-Licensee”) with an intimation and approval by CMRL, after adding the necessary structures and utility services. The Sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- Licensee shall not have any independent right over the Licensed premises. 2.3.2 The Sub-License shall however be for the use of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL for such termination. 2.3.3 The Licensee shall prepare a draft standard format of the Sub-License agreement, which will be required to be signed by the Sub-License for use of the subject Site. Prior written approval of CMRL shall be obtained by the Licensee in respect of such standard draft. CMRL may specify certain covenants to be incorporated in the sub-License agreement to protect their interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit copies of each such Sub Licenses to CMRL for verification and record. In case of any deviation from the above-mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL before entering into an agreement with a Sub-Licensee. CMRL reserves the sole right not to give consent /approval to such a request and no compensation or claim will be entertained in this regard. 2.3.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer Licensee in the first place. Any such act of the Developer Licensee or Sub-Licensee shall render the Leave and license Agreement liable for termination at the sole cost and expense of the Licensee.

Right to Sub-License. 2.3.1 3.1.1. The Licensee (considering Bidder as Developer) shall be entitled to sub-Let License the built-built up structure space to any person or entity (the “Sub-Licensee”) with an intimation ), only after completion of the building and approval by CMRL, after obtaining necessary Completion Certificate from CMDA and also after providing complete Utility services. The sub Licensee shall not further sub License any of the building/structures. The sub Licensee shall be entitled to enjoy the rights as the sub-License agreement adding the necessary structures and utility services. The SubFurther licensing/leasing by a sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- sub-Licensee shall not have any independent right over the Licensed premisesbe permitted. 2.3.2 3.1.2. The Subsub-License shall however be for the use of the Site, during the subsistence of subsistupto the License Period only with a clear stipulation that all such sub-License and the said sub- license granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Sub- Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL CMRL/LICENSOR for such termination. 2.3.3 3.1.3. The Licensee shall prepare a draft standard format of the Subsub-License agreement, which will be required to be signed by the Sub-License Licensee for use of the subject Site/built-up space. Prior written approval of CMRL CMRL/LICENSOR shall be obtained by the Licensee in respect of such standard draft. CMRL CMRL/ LICENSOR may specify certain covenants to be incorporated in the sub-License agreement to protect their its interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit the copies of each such Sub Licenses sub License agreement to CMRL CMRL/LICENSOR for verification and record. In case of any deviation from the above-above- mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL CMRL/LICENSOR before entering into an agreement with a the Sub-Licensee. CMRL CMRL/LICENSOR reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. 2.3.4 3.1.4. At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any further sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first placerights. Any such act of the Developer Licensee or Sub-Licensee shall render the Leave and license License Agreement /Sub-License agreements. liable for termination at the sole cost and expense of the Licensee. 3.1.5. Under no circumstance, shall the Project Site or the building or facilities constructed or installed at the Project Site be mortgaged, charged or otherwise create any lien (including negative lien), charge or encumbrance be created or agreed to be created directly or indirectly in favor of any Person, including the lenders / financial institution(s) / banks etc. any non- compliance of the above shall entitle the Licensor to terminate License. 3.1.6. The Licensee agrees that it shall use the Project Site and the superstructure constructed thereon only for commercial purpose and shall not use the said Project Site and superstructure for any other illegal purpose. 3.1.7. It is further agreed between the Parties that at no point of time that the original/copies, title documents evidencing the ownership of the Licensor shall be handed over to the Licensee or its representative/ banks/financial institutions. However, an access for verification/inspection of such of those documents would be made available to the Licensee or its representative/banks/financial institution by the Licensor by giving access to the data room where all the title documents will be uploaded provided no print access will be made available to the Licensee/its representative. 3.1.8. The Licensee agreed to submit to the Licensor copies of all the sanctioned letters from the Banks and draft Financing agreements/loan agreements and other documents for availing the loan for the Project to the Licensor for approval. 3.1.9. The Licensor shall scrutinize the Sanction Letters/ Draft financing documents/agreements and if the same are containing any clause/condition which is inconsistent with the terms and conditions agreed in this Agreement, the Licensee agreed to amend the Sanction Letter/Draft Financing Loan agreements in accordance with this Agreement and the Licensee shall submit the amended sanction letter/ Financing agreements/documents to the Licensor. Once the Licensor is satisified with the said amendments and give a confirmation on the same, the Licensor shall accept the Sanction Letter/Financing agreements/documents. On and after execution of the same, the Licensee shall submit the complete set of Sanction Letters and the executed Financing Agreements/Documents to the Licensor for verification and records. Any non- compliance of the above will entitle the Licensor to terminate this License Agreement. 3.1.10. Further, it is clarified that the Licensee will be completely responsible for any loss of life or property in case of an emergency and/or due to the non-functioning of the fire safety system that is exclusively under scope and control of Licensee. The CMRL/LICENSOR shall not be responsible for any loss of life and property in the Project Site due to any malfunctioning of the fire system in case of any fire emergency within the Project or any other reasons.

Right to Sub-License. 2.3.1 3.4.1 The Licensee (considering Bidder as Developer) shall be entitled to sub-Let License the built-built up structure space to any person or entity (the “Sub-Licensee”) with an intimation ), only after completion of the building and approval by CMRL, after obtaining necessary Completion Certificate from CMDA and also after providing complete Utility services. The sub Licensee shall not further sub License any of the building/structures. The sub Licensee shall be entitled to enjoy the rights as the sub-License agreement adding the necessary structures and utility services. The SubFurther licensing/leasing by a sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- sub-Licensee shall not have any independent right over the Licensed premisesbe permitted. 2.3.2 3.4.2 The Subsub-License shall however be for the use of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Sub- Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL CMRL/LICENSOR for such termination. 2.3.3 3.4.3 The Licensee shall prepare a draft standard format of the Subsub-License agreement, which will be required to be signed by the Sub-License Licensee for use of the subject Site/built-up space. Prior written approval of CMRL CMRL/LICENSOR shall be obtained by the Licensee in respect of such standard draft. CMRL C M R L / L I C E N S O R may specify certain covenants to be incorporated in the sub-License agreement to protect their its interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit the copies of each such Sub Licenses sub License agreement to CMRL CMRL/LICENSOR for verification and record. In case of any deviation from the above-above- mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL CMRL/LICENSOR before entering into an agreement with a the Sub-Licensee. CMRL CMRL/ LICENSOR reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. 2.3.4 3.4.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any further sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first placerights. Any such act of the Developer Licensee or Sub-Licensee shall render the Leave and license License Agreement /Sub-License agreements. liable for termination at the sole cost and expense of the Licensee.

Right to Sub-License. 2.3.1 3.1.1. The Licensee (considering Bidder as Developer) shall be entitled to sub-Let License the built-built up structure space to any person or entity (the “Sub-Licensee”) with an intimation ), only after completion of the building and approval by CMRL, after obtaining necessary Completion Certificate from CMDA and also after providing complete Utility services. The sub Licensee shall not further sub License any of the building/structures. The sub Licensee shall be entitled to enjoy the rights as the sub-License agreement adding the necessary structures and utility services. The SubFurther licensing/leasing by a sub-Licensee‟s right shall be subject to the Licensee‟s right over the Licensed premises. The Sub- sub-Licensee shall not have any independent right over the Licensed premisesbe permitted. 2.3.2 3.1.2. The Subsub-License shall however be for the use of the Site, during the subsistence of subsist up to the License Period only with a clear stipulation that all such sub-License and the said sub- license granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Sub- Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL CMRL/LICENSOR for such termination. 2.3.3 3.1.3. The Licensee shall prepare a draft standard format of the Subsub-License agreement, which will be required to be signed by the Sub-License Licensee for use of the subject Site/built-up space. Prior written approval of CMRL CMRL/LICENSOR shall be obtained by the Licensee in respect of such standard draft. CMRL CMRL/ LICENSOR may specify certain covenants to be incorporated in the sub-License agreement to protect their its interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit the copies of each such Sub Licenses sub License agreement to CMRL CMRL/LICENSOR for verification and record. In case of any deviation from the above-above- mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL CMRL/LICENSOR before entering into an agreement with a the Sub-Licensee. CMRL CMRL/LICENSOR reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. 2.3.4 3.1.4. At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any further sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first placerights. Any such act of the Developer Licensee or Sub-Licensee shall render the Leave and license License Agreement /Sub-License agreements. liable for termination at the sole cost and expense of the Licensee. 3.1.5. Under no circumstance, shall the Project Site or the building or facilities constructed or installed at the Project Site be mortgaged, charged or otherwise create any lien (including negative lien), charge or encumbrance be created or agreed to be created directly or indirectly in favor of any Person, including the lenders / financial institution(s) / banks etc. any non- compliance of the above shall entitle the Licensor to terminate License. 3.1.6. The Licensee agrees that it shall use the Project Site and the superstructure constructed thereon only for commercial purpose and shall not use the said Project Site and superstructure for any other illegal purpose. 3.1.7. It is further agreed between the Parties that at no point of time that the original/copies, title documents evidencing the ownership of the Licensor shall be handed over to the Licensee or its representative/ banks/financial institutions. However, an access for verification/inspection of such of those documents would be made available to the Licensee or its representative/banks/financial institution by the Licensor by giving access to the data room where all the title documents will be uploaded provided no print access will be made available to the Licensee/its representative. 3.1.8. The Licensee agreed to submit to the Licensor copies of all the sanctioned letters from the Banks and draft Financing agreements/loan agreements and other documents for availing the loan for the Project to the Licensor for approval. 3.1.9. The Licensor shall scrutinize the Sanction Letters/ Draft financing documents/agreements and if the same are containing any clause/condition which is inconsistent with the terms and conditions agreed in this Agreement, the Licensee agreed to amend the Sanction Letter/Draft Financing Loan agreements in accordance with this Agreement and the Licensee shall submit the amended sanction letter/ Financing agreements/documents to the Licensor. Once the Licensor is satisfied with the said amendments and give a confirmation on the same, the Licensor shall accept the Sanction Letter/Financing agreements/documents. On and after execution of the same, the Licensee shall submit the complete set of Sanction Letters and the executed Financing Agreements/Documents to the Licensor for verification and records. Any non- compliance of the above will entitle the Licensor to terminate this License Agreement. 3.1.10. Further, it is clarified that the Licensee will be completely responsible for any loss of life or property in case of an emergency and/or due to the non-functioning of the fire safety system that is exclusively under scope and control of Licensee. The CMRL/LICENSOR shall not be responsible for any loss of life and property in the Project Site due to any malfunctioning of the fire system in case of any fire emergency within the Project or any other reasons.

Right to Sub-License. 2.3.1 (a) The Licensee (considering Bidder as Developer) Corporation shall be entitled to sub-Let the built-up structure license its rights under Sections 2.1 or 2.2 to any person Affiliate of the Corporation on prior written notice thereof to Licensor, provided that: (i) each such sublicense shall be by written agreement; (ii) the Corporation will cause the Affiliate so sublicensed to perform the terms of this Agreement as if such Affiliate were the Corporation hereunder; and (iii) the obligations and liabilities of such Affiliates and the Corporation hereunder shall be joint and several and Licensor shall not be obliged to seek recourse against an Affiliate before enforcing its rights against the Corporation. For greater certainty it is hereby confirmed that any default or entity breach by an Affiliate of the Corporation of any term of this Agreement will also constitute a default by the Corporation under this Agreement. (b) The Corporation shall be entitled to sub-license its rights under Sections 2.1 or 2.2 to Third Parties, provided that: (i) the “Corporation shall first identify such sub-licensees to Licensor for prior written approval, such approval not to be unreasonably withheld or delayed; (ii) each such sublicense shall be by written agreement; and (iii) the Corporation shall not include in any sublicense agreement covenants by the Sub-Licensee that are inconsistent with the terms and conditions set out in this Agreement, including, without limitation, those related to obligations of confidentiality. Each sublicense agreement shall provide that, upon termination of this Agreement, at Licensor’s sole option and subject to the Sub-Licensee”’s right to terminate the sublicense agreement, such sublicense agreement shall be automatically converted to a direct license from Licensor. (c) The Corporation shall furnish to Licensor a copy of each sublicense agreement entered into hereunder within 30 days after execution thereof, provided that such copy may be redacted to exclude provisions other than those required to confirm compliance with an intimation this Agreement, including the calculation of royalties and approval by CMRL, after adding the necessary structures conduct of audits hereunder. All sublicense agreements furnished to Licensor hereunder shall be deemed to be the Confidential Information of the Corporation and utility services. The Sub-Licensee‟s right shall be subject to Licensor’s obligation of confidentiality under Article 13. For purposes of this Subsection 2.3(c), confidential information of the Licensee‟s right over the Licensed premises. The Sub- Licensee shall not have any independent right over the Licensed premises. 2.3.2 The Sub-License shall however be for the use deemed to be Confidential Information of the Site, during the subsistence of the License Period only with a clear stipulation that all such sub-License granted shall terminate simultaneously with the termination of the License Agreement, including on sooner determination of the License Period for any reason whatsoever. All contracts, agreements or arrangements with Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation from CMRL for such terminationCorporation. 2.3.3 The Licensee shall prepare a draft standard format of the Sub-License agreement, which will be required to be signed by the Sub-License for use of the subject Site. Prior written approval of CMRL shall be obtained by the Licensee in respect of such standard draft. CMRL may specify certain covenants to be incorporated in the sub-License agreement to protect their interests. Only after such covenants are incorporated in the sub-License agreement, the Licensee will be entitled to enter into Sub-License agreement and shall be required to submit copies of each such Sub Licenses to CMRL for verification and record. In case of any deviation from the above-mentioned standard draft sub-License agreements, the Licensee shall obtain the prior written consent and approval of the CMRL before entering into an agreement with a Sub-Licensee. CMRL reserves the sole right not to give consent /approval to such a request and no compensation or claim will be entertained in this regard. 2.3.4 At any point of time, the Licensee shall not enter or cause any of its Sub- Licensee to enter into any sub-License agreement with any person or entity for transfer of its rights which would adversely affect the interests of CMRL or is not available to the Developer in the first place. Any such act of the Developer or Sub-Licensee shall render the Leave and license Agreement liable for termination at the sole cost and expense of the Licensee.