Common use of Default and Termination Clause in Contracts

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition (a) This Agreement and the license herein granted to and not Licensee shall be terminable by Licensor immediately upon written notice of termination to Licensee, without Licensee having an opportunity to cure or otherwise avoid termination, in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed event: (i) Licensee is declared bankrupt or judicially determined to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreementsinsolvent, or obligations contained in this License and all or a substantial part of the assets of Licensee are assigned to or for the benefit of any creditor, or Licensee admits its inability to pay its debts as they come due; (ii) Licensee fails to cure said default within operate under or in connection with any of the Licensed Xxxx for a period of thirty (30) consecutive days; (iii) Licensee fails, for a period of ten (10) days after notification of non-compliance, to comply with any federal, state or local law or regulation applicable to the Licensed Xxxx or otherwise to the operation of the Licensee’s business; (iv) Licensee attempts or purports to assign or otherwise delegate to any other party Licensee’s rights or responsibilities under this Agreement; (v) any change or transfer occurs in the ownership of the outstanding shares of voting stock in the Licensee which shifts the majority ownership and control of such shares from that existing as of the effective date of this Agreement; or (vi) Licensee is convicted of or pleads guilty or no contest to a felony or any other crime which licensor believes is likely to adversely affect the reputation or goodwill of the Licensed Xxxx. (b) In the event Licensee otherwise materially defaults in the performance of any of the terms of this Agreement, Licensor, in addition to all remedies available to Licensor at law or in equity, may give written notice is provided to Licensee by Licensor, or in case of any assignment or transfer termination of this License in violation Agreement to Licensee, specifying the nature of Section 26 belowthe default, Licensor may, at its option, terminate and this License by serving five Agreement shall be automatically terminated unless such default is cured within fifteen (515) days' days after such written notice in writing upon Licensee. thereof. (c) Notwithstanding the foregoing, either Licensor or Licensee shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, Agreement at any time, time without cause by serving giving at least thirty (30) days' days written notice to the other party in advance of the effective date termination is to take place. (d) In the event of termination upon the other party. Such termination of this Agreement for any reason, Licensee shall not release either party hereto from immediately cease any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms further use of the License it is provided that anything shall or may be done after termination hereofLicensed Xxxx.

Default and Termination. In addition to (a) Regional Franchisee may be deemed in default and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor Franchisor may, at its option, and without waiving its rights hereunder or any other rights available at law or in equity, including its rights to damages, terminate this License Agreement and all of Regional Franchisee’s rights hereunder effective immediately upon the date Franchisor gives written notice of termination or upon such other date as may be set forth in such notice of termination or in those instances enumerated below, automatically upon the occurrence of, or the lapse of the specified period following an event of default. From the date of such termination or expiration of this Agreement, Franchisor shall have the sole right to operate in the Territory and to conduct Regional Franchisee’s services to Uncle Al’s Hot Dogs franchisees. The occurrence of any one or more of the following events shall constitute an event of default and grounds for termination of this Agreement by serving five Franchisor: (5i) days' If Regional Franchisee fails to meet the Development Schedule set forth in Exhibit 2, and fails to cure such noncompliance within sixty (60) days after Franchisor’s written notice thereof. Regional Franchisee shall forfeit any further right to solicit the sale of Uncle Al’s Hot Dogs Unit Franchise Agreements in writing the Territory, in which event Franchisor may license or grant to any third party the right to solicit the sale of and service additional Uncle Al’s Hot Dogs Units within the Territory. (ii) If Regional Franchisee makes, or has made, any materially false statement report to Franchisor in connection with this Agreement or application therefore. (iii) If there is any violation of any transfer and assignment provision contained in Paragraph 10 of this Agreement. (iv) If Regional Franchisee receives from Franchisor two (2) or more notices to cure the same or similar defaults or violations of this Agreement during any twelve (12) month period. (v) If Regional Franchisee fails, for a period of fifteen (15) days after notification of non-compliance by appropriate authority, to comply with any law or regulation applicable to the operation of the Regional Franchisee’s Business. (vi) If Regional Franchisee violates any covenant of confidentiality or non-disclosure contained in Paragraph 7 of this Agreement, or otherwise discloses, uses, permits the use of, copies, duplicates, records, transmits or otherwise reproduces any manuals, materials, goods or information created or used by Franchisor and designated for confidential use within the Uncle Al’s System without Franchisor’s prior approval. (vii) If Regional Franchisee or any person owning an interest in Regional Franchisee is convicted of a felony. (viii) If Regional Franchisee defaults on any other agreement with Franchisor and such default is not cured in accordance with the terms such other agreement. (ix) If Regional Franchisee fails to obtain or has revoked any license or registration necessary to sell Famous Uncle Al’s System franchises. (a) Upon termination of this Agreement by Franchisor in accordance with its terms and conditions or by Regional Franchisee without cause, or upon Licenseeexpiration of this Agreement, Franchisor or its assignee shall have the option, exercisable by given written notice thereof within sixty (60) days from the date of such expiration or termination, to purchase from the Regional Franchisee all rights under this Agreement. Notwithstanding In addition, from the foregoing, Licensor date of such expiration or termination Franchisor shall have the right to terminate this License immediately if Licensee fails operate in the exclusive Territory to provide evidence Regional Franchisee’s services to franchisees. Franchisor shall have the unrestricted right to assign this option to purchase. Franchisor or its assignee shall also be entitled, within one hundred eighty (180) from the date of insurance such expiration or termination, to resell the rights under this Agreement. The purchase price for the Regional Franchisee’s Territory shall be as required follows: (i) In the event of the termination because of Regional Franchisee’s default, the purchase price of the Regional Franchisee’s business shall be equal to one (1) times the last 12 months royalty fees paid by Franchisor to the Regional Franchisee as defined in Section 156 (c). 23.2 Should Licensee not comply fully with (ii) In the obligations event of expiration of this Agreement or termination by Franchisor, other than for fault of Regional Franchisee, and notwithstanding the provisions of Section 17 regarding 13 (b), the handling or transporting Purchase Price of Hazardous Materialsthe Regional Franchisee’s Territory shall be equal to 2.5 times the last 12 months royalty fees paid by Franchisor to the Regional Franchisee as defined in Section 6 (c). These Purchase Prices as provided in (i) and (ii) above shall be payable by Franchisor to Regional Franchisee within 180 days of the mailing of the notice of intent to purchase by Franchisor. Regional Franchisee expressly acknowledges that, notwithstanding anything contained except as otherwise included in any other provision of this Licensethe previous computations, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults the purchase price shall not constitute a waiver of contain any factor or increment for “goodwill” or “going concern value.” Franchisor and its affiliates shall have the right to terminate this License for set off against and reduce the purchase price by any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability and all amounts owed by Regional Franchisee to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, Franchisor and not in limitation of, any other remedies that Licensor may have at law or in equityits affiliates. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to A. COMSTOR may declare the terms of Section 15, the following events are also deemed license granted hereunder to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License null and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its optionvoid, terminate this License agreement, and, without incurring liability therefor, prohibit Customer from using the license if (a) Customer becomes insolvent, is generally unable to pay its debts as they become due or is adjudicated bankrupt by serving five a court of competent jurisdiction ; (5b) days' notice proceedings are commenced by or against Customer in writing upon Licensee. Notwithstanding any court under a bankruptcy act or for the foregoingappointment of a trustee, Licensor shall have receiver of Customer's property or establishment of a debtor-in-possession, and the right to terminate this License immediately if Licensee same is not dismissed within (60) days (c) Customer defaults in paying all or part of the Recurring Fees, late charges or interest under Article III hereof when due, or (d) Customer fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in perform any other provision covenant, agreement, condition, rule, or regulation now or subsequently contained herein for more than 30 days after COMSTOR gives written notice thereof. Such period of this License, Licensor may, at 30 days may be extended by COMSTOR in its option, terminate this License sole reasonable discretion where the Customer is unable to cure such default within such period due to facts and circumstances beyond its control despite proceeding in good faith using its best efforts. Such sole discretion shall not be withheld unreasonably. Failure by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor COMSTOR to exercise any of any default or defaults its rights hereunder shall not constitute a waiver of any past, present or future right or remedy. B. If COMSTOR fails to perform its obligations hereunder, Customer may, at its sole option and with written notice, issue a default termination letter to COMSTOR to cure the right default condition. If the default condition is not remedied or if COMSTOR has not commenced curing such default condition within the time period specified in the notice letter and diligently continues curing such default to completion, which shall not be less than thirty (30) days, Customer may then, without the necessity of any further notice, discontinue performance and terminate this License Agreement, as applicable, for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, pursue any other remedies that Licensor may have available at law or in equity. Customer's failure to exercise any of its rights hereunder shall not constitute or be construed by COMSTOR as being a waiver of any past, present, or future right or remedy. 23.4 In addition C. Beginning at any time after November 1, 1998 COMSTOR reserves the right to and not rescind the license granted by this Agreement for any reason upon 120 days prior written notice to Customer delivered no sooner than November 1, 1998; upon a determination that is in limitation of Licensor's rights its best interest to terminate this License its occupancy and use of the Collocation Space. If it terminates such occupancy and use, it shall use its best efforts to arrange for failure to provide evidence the occupancy and use of insurance or occurrence the Collocation Space by Customer without the involvement of defaults COMSTOR upon such terms and conditions as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon available in the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereofmarket.

Default and Termination. The failure of Sublessee to make any payments required to be made herein which payments are not made within five (5) days (or such shorter cure period as set forth in the applicable Base Lease) following written demand therefor by Sublessor, shall entitle Sublessor to forfeit this Sublease and Sublessee’s rights in the Subleased Premises, without further notice or demand. In addition to and not in limitation the event of Licensor's right to terminate for default on the part of Sublessee of any other provisions of this Sublease and/or the applicable provisions of the Base Leases, including, without limitation, failure to provide evidence royalty reports; failure to provide access to books and records; failure to conduct mining operations in conformity with all applicable federal and state laws, rules and regulations; failure to diligently develop reserves hereunder; failure to provide mining plans consistent with this Sublease and/or the applicable provisions of the Base Leases; failure to provide insurance as required pursuant under this Sublease and/or the applicable provisions of the Base Leases; failure to indemnify Sublessor and/or Base Lessor as required herein; and to otherwise not comply with the terms and provisions of Section 15this Sublease and/or the applicable provisions of the Base Leases, Sublessor shall give Sublessee written notice of Sublessor’s intention to declare a forfeiture of this Sublease specifying the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default particular default. Sublessee shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within then have thirty (30) days after written receipt of such notice (or such period provided for by the applicable Base Lease, if such period is provided shorter than thirty (30) days) within which to Licensee by Licensorcorrect the default and avoid such forfeiture. In addition to forfeiture, or in case Sublessor and Base Lessor shall be entitled to avail themselves of any assignment other rights or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition If the Licensee: (a) fails or neglects to and not make any payment due to the Licensor, in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to accordance with the terms of Section 15this License, within 30 days after the following events are also deemed Licensor gives to be events the Licensee written notice that the payment is overdue; or (b) fails or neglects to cure any default of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's the other terms, covenants, agreements, or obligations contained conditions herein on its part to be observed, kept or performed, within 60 days after the Licensor gives to the Licensee written notice of such default; or (c) uses the Licensed Property in this License a manner not authorized by the Licensor pursuant to Article 3 herein, and the Licensee fails or neglects to cure said this default within thirty (30) 60 days after the Licensor gives the Licensee written notice of such default; or (d) assigns, sublicenses, parts with possession of all or any part of the Licensed Property contrary to Article 6 herein and the Licensee fails or neglects to cure this default within 60 days after the Licensor gives the Licensee written notice of such default; or (e) is provided to Licensee by Licensor, adjudged insolvent or in case makes an assignment for the benefit of its creditors or otherwise takes the benefit of any assignment or transfer statute for the benefit of this License insolvent debtors; or (f) abandons the Licensed Property, then in violation of Section 26 below, each event the Licensor may, at its option, may terminate this License by serving five (5) days' written notice to the Licensee at least 10 days in writing upon Licenseeadvance of the effective date of termination. Notwithstanding The Licensee may dispute the foregoing, Licensor shall have the right Licensor’s decision to terminate this License immediately if Licensee fails Licence, by referring the matter to provide evidence of insurance as required the dispute resolution process set out in Section 15. 23.2 Should 18.4 of the Neighbours' Agreement. For the purposes of Article 18.4(a) of the Neighbours’ Agreement, the reasonable period within which the Licensee not comply fully with may refer the obligations matter to the Chair of the Board of Directors of the Licensee and the Vice-President, External, Legal, and Community Relations of the Licensor shall be conclusively deemed to be 10 days from the delivery of such written notice of termination by the Licensor to the Licensee. If the matter is referred for determination pursuant to Section 17 regarding 18.4 of the handling Neighbours’ Agreement, then the effect of the notice of termination shall be suspended until the dispute resolution process contemplated by Section 18.4 of the Neighbours’ Agreement has been completed. In the event of destruction of the Building whether in whole or transporting in part due to fire, earthquakes, Act of Hazardous MaterialsGod, notwithstanding anything contained in or any other provision cause, neither the Licensor nor the Licensor shall be obliged to rebuild, or reconstruct the Building except to the extent that insurance proceeds are available to do so. Upon any termination of this License, Licensor may, at its option, terminate this License the Licensee shall forthwith vacate the Licensed Property leaving the Licensed Property in the state in which it is required to be maintained by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition A. Rite Aid shall be in default under this Agreement and all rights granted herein shall automatically terminate upon notice to Rite Aid if Rite Aid shall make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by Rite Aid or such a petition is filed against and not opposed by Rite Aid; or if Rite Aid is adjudicated a bankrupt or insolvent; or if a bill in limitation equity or other proceeding for the appointment of Licensora receiver xx Rite Aid or other custodian for Rite Aid's right business or assets is filed and consented to by Rite Aid; or if a receiver or other custodian (permanent or temporary) of Rite Aid or Rite Aid's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or of a proceeding for a composition with creditors under any state or federal law is instituted by Rite Aid or such proceeding is instituted against and not opposed by Rite Aid. B. Upon the occurrence of any of the following events, Rite Aid shall be in default hereunder, and GNC may, at its option, issue a Notice of Default and, subject to Rite Aid's having an opportunity to cure all such defaults within sixty (60) days after the receipt of the Notice of Default. If Rite Aid fails to cure within the 60 day period, this Agreement and all rights granted hereunder, will terminate for failure effective immediately upon receipt of notice of termination from GNC by Rite Aid. (1) If Rite Aid fails, refuses, or neglects promptly to provide evidence pay when due any monies owing to GNC or its subsidiaries or affiliates, or to submit the financial information required under this Agreement. (2) If Rite Aid fails to maintain any of insurance as required the standards or procedures prescribed by GNC in this Agreement or pursuant to the terms System. (3) If Rite Aid refuses to permit GNC to inspect the Store premises in which the Business is operated, or the books or records of Rite Aid related to the Businesses, upon demand. (4) Otherwise fails to comply with any of its obligations under this Agreement (Rite Aid agrees that for violations of its obligations under Section 15VI-D it will begin actions to cure such violations immediately upon receipt of such notice, and diligently proceed to cure). C. Upon the occurrence of any of the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default Rite Aid shall be made in any of Licensee's covenantsdefault hereunder, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor GNC may, at its option, terminate this License Agreement and all rights granted hereunder, without affording Rite Aid any opportunity to cure the default, effective immediately upon receipt of notice by serving five Rite Aid. (51) days' notice in writing upon Licensee. Notwithstanding If Rite Aid misuses or makes any unauthorized use of the foregoingProprietary Marks or other identifying characteristics of the System as to the Business, Licensor shall have the right to terminate this License immediately if Licensee materially or intentionally fails to provide evidence comply with any federal, state or local law or regulation, including but not limited to FTC requirements, concerning the sale of insurance as required products in Section 15the GNC Plan-O-Gram and thereby materially impairs the goodwill associated with the Proprietary Marks or GNC rights therein; or otherwise materially impairs the goodwill associated therewith or GNC's rights therein. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (52) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, If Rite Aid at any time, by serving thirty time generally ceases to operate or otherwise substantially abandons the Business; (303) days' If Rite Aid purports to transfer or assign this Agreement to any third party without GNC's prior written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior consent; contrary to the date of termination or thereafter in case by the terms of Section XIV of this Agreement; (4) If Rite Aid knowingly maintains false books or records or submits or makes any false reports or statements to GNC; D. Excluding GNC company owned or franchise Stores opened on or before February 7, 1999, in the License it event that GNC allows a new location to be built, franchised or licensed that encroaches on the Protected Territory of any Location on Exhibit A, GNC shall have one of the following obligations: (1) If the offending site is a GNC company store, GNC will immediately cease retail sales of GNC Brand Products at the site and will as soon as possible remove all interior and exterior signs which identify the site in any manner confusingly similar to the manner in which the Business is operated at the Stores so that the offending site does not encroach on the Protected Territory; (2) If the offending site is not a GNC company store, GNC will take whatever action is necessary within ninety (90) days, so that within 90 days the offending site does not encroach on the Protected Territory. GNC shall incur graduated penalties for violations which occur within any rolling twelve (12) month period as follows: 1. For the first violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 2. For the second violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 3. For the third violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. ---------- * This information has been omitted based on a request for confidential treatment. The omitted portions have been separately filed with the Securities and Exchange Commission. 4. If violations occur more than three times in any rolling twelve (12) month period, then Rite Aid may withhold all unpaid Initial Fees due and to become due until the rate of violation becomes less than three times in any rolling twelve (12) month period E. GNC and Rite Aid agree that anything shall for purposes of calculating (i) the Protected Territory with respect to a Location and (ii) whether or may not a proposed location fails to meet the Site Designation Criteria, the calculations of distances will be done after termination hereofmade using the software generally being used by GNC in its site analysis with respect to franchise locations at the time the original calculation is made (the "Computer Software") and as so calculated will be final and binding upon Rite Aid and GNC absent manifest error. With respect to any Location or proposed location within a shopping center not within a Major Metropolitan City Center, the latitude and longitude of the Location or proposed location shall, if available, be those designated by the owner of the shopping center.

Default and Termination. In addition A. If Franchisee is in substantial compliance with this Agreement and Franchisor materially breaches this Agreement and fails to and cure such breach within a reasonable time after written notice thereof is delivered to Franchisor, Franchisee may terminate this Agreement unless the breach cannot reasonably be cured within thirty (30) days, in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has case Franchisee will have the right to terminate as set forth below: 23.1 If default this Agreement if, after receipt of a written notice of default, Franchisor does not promptly undertake and continue efforts to cure such mutual breach within a reasonable period of time, and furnish Franchisee reasonable proof of such efforts. To terminate this Agreement under this Paragraph, Franchisee must provide a separate written notice of termination, which will be effective thirty (30) days after delivery of such notice to Franchisor. Such termination shall be effective thirty (30) days after delivery to Franchisor of written notice that such breach has not been cured and Franchisee elects to terminate this Agreement. B. This Agreement shall, at the option of Franchisor, terminate without notice of termination, if Franchisee or its owner(s), member(s), director(s), general partner(s), officer(s) or key employee(s): 1. Fails to establish and equip the Premises as provided in Section III. of this Agreement; 2. Fails to satisfactorily complete the training program as provided in Section IV. of this Agreement; 3. Has made any material misrepresentation or omission in its application for the franchise; 4. Is convicted of or pleads no contest to a felony or other crime or offense that is likely to adversely affect the reputation of Franchisor, Franchisee or the Franchised Business; 5. Makes any unauthorized use, disclosure or duplication of Licensee's covenantsany portion of the Manual or duplicates or discloses or makes any unauthorized use of any trade secret or confidential information provided to Franchisee; 6. Abandons, agreementsfails or refuses to actively operate the Franchised Business for five (5) or more consecutive days, unless the Franchised Business has not been operational for a purpose approved by Franchisor, or obligations contained in this License and Licensee fails to cure said default relocate to approved premises within an approved period of time following expiration or termination of the lease for the Premises, if applicable; 7. Surrenders or transfers control of the operation of the Franchised Business, makes or attempts to make an unauthorized direct or indirect assignment of the franchise or an ownership interest in Franchisee, or fails or refuses to assign the franchise or the interest in Franchisee of a deceased or incapacitated controlling owner thereof as herein required; 8. Is adjudicated as bankrupt, becomes insolvent, commits any affirmative act of insolvency or files any action or petition of insolvency; if a receiver (permanent or temporary) of its property or any part thereof is appointed by a court of competent authority; if it makes a general assignment for the benefit of its creditors; if a final judgment remains unsatisfied of record for thirty (30) days or longer (unless supersedes bond is filed); if execution is levied against Franchisee's business or property; if suit to foreclose any lien or mortgage against its Premises or equipment is instituted against Franchisee and not dismissed within thirty (30) days after written notice or is provided not in the process of being dismissed; 9. Materially misuses or makes an unauthorized use of any of the Marks or commits any other act which can reasonably be expected to Licensee by Licensormaterially impair the goodwill associated with any of the Marks; 10. Fails on two (2) or more separate occasions within any period of twelve (12) consecutive months to submit reports or other information or supporting records when due, to pay amounts due for purchases from Franchisor and any affiliate of Franchisor or other payments when due to Franchisor and any affiliate of Franchisor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee otherwise fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the LicenseAgreement, whether of indemnity or otherwisenot such failures to comply are corrected after notice thereof is delivered to Franchisee; or 11. Continues to violate any health or safety law, resulting from any acts, omissions ordinance or events happening prior regulation or operates the Franchised Business in a manner that presents a health or safety hazard to its clients or the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereofpublic.

Default and Termination. In addition to and not in limitation of Licensor's right to 8.1 MFS may without liability terminate for failure to provide evidence of insurance as required pursuant this agreement at any time by written notice to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth belowLicensee if: 23.1 If default shall be made in (a) the Licensee commits a material breach of any of Licensee's covenants, agreements, or its obligations contained in under this License Agreement (other than a breach which separately gives rise to rights under this clause 8.1) and does not remedy that breach within 30 days after MFS gives notice to the Licensee requiring it to do so; (b) the Licensee fails to cure said default pay any Fees or other amounts owing to MFS by their due date for payment in accordance with the provisions of clause 7.4; (c) there is a Change in Control of the Licensee; (d) an Insolvency Event occurs in relation to the Licensee; (e) the Licensee breaches clause 5, clause 6 or clause 13; (f) the Licensee breaches any of the warranties set out in clause 9; (g) the Licensee breaches any of the conditions of its AFS Licence or is otherwise unable to provide Financial Services in accordance with its AFS Licence or with the applicable Law; or (h) any other event occurs which is specified in this Agreement as giving rise to a right for MFS to terminate, (each, a Default Event). 8.2 The Licensee may terminate this agreement immediately by notice to MFS if: (a) MFS commits a material breach of any of its obligations under this Agreement and does not remedy that breach within thirty (30) 30 days after written the Licensee gives notice is provided to Licensee by Licensor, MFS requiring it to do so; or (b) an Insolvency Event occurs in relation to MFS. 8.3 MFS may terminate the whole or in case of any assignment or transfer part of this License in violation Agreement at any time by giving the Licensee 7 days’ prior written notice. 8.4 Upon termination of Section 26 below, Licensor this Agreement: (a) the Licence granted under this Agreement will immediately terminate; (b) MFS may, at its optionsole discretion, terminate arrange to supply the Software and/or Support Services directly to End Users (c) the Licensee must pay all amounts owed by it in connection with this License Agreement, including under any indemnities, to MFS; (d) MFS may invoice the Licensee for all Fees and other services performed by serving five MFS up to the date of termination that have not been previously invoiced and the Licensee must pay to MFS all amounts specified in that invoice, and all other outstanding amounts due to MFS, within 10 Business Days of the date of that invoice; (5e) days' notice the Licensee must, and must ensure that all End Users, immediately cease using and return or, if directed by MFS, destroy (and certify in writing upon Licensee. Notwithstanding to MFS the foregoingdestruction of) the Software and all other MFS Material and all copies of them; (f) the Licensee must ensure the Software has been permanently removed from any equipment on which it is stored; (g) the Licensee must not enter into any further End User Contracts; (h) the Licensee must immediately cease providing the Software to any End User and not permit any End User to continue to use the Software, Licensor shall have except as otherwise permitted in writing by MFS; (i) the right Licensee must take all reasonable steps to terminate this License immediately if protect all MFS’ property in the possession, custody or control of the Licensee fails to or any End User; (j) the Licensee must provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully MFS with the latest list of End Users; (k) the Licensee must do all things possible to avoid or mitigate any expense or cost consequent upon termination of this Agreement; (l) the Licensee must, if required by MFS, immediately deliver and assign or novate to MFS or its nominee those End User Contracts nominated by MFS and where such End User Contract cannot be assigned or transferred to MFS, hold the right, title and interst of the Licensee in that End User Contract for the benefit of MFS, and do any act or thing reasonably requested by MFS in respect of that End User Contract; (m) the Licensee must take any other action relating to the Licence or termination of this Agreement which MFS may require; (n) the Licensee irrevocably authorises MFS to execute any document and otherwise do anything that is necessary to transfer, assign or novate any End User Contracts, as the lawful attorney of the Licensee; (o) unless this Agreement expressly states otherwise, each party’s accrued rights, remedies and obligations are not affected ; and (p) the parts of Section 17 regarding the handling or transporting this Agreement which are by their nature intended to survive termination of Hazardous Materialsthis Agreement will do so. These include clauses 1, notwithstanding anything contained in 5, 6, 7.3, 7.4, 8.4, 9, 10, 11, 12, 14 and 16 and any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon LicenseeAgreement necessary to give effect to them. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 8.5 In addition to any other rights and not in limitation of Licensor's rights to terminate remedies MFS may have under this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity Agreement or otherwise, resulting from any actsif a Default Event occurs, omissions or events happening prior MFS may, by written notice to the date of termination Licensee: (a) cease to provide the Software or thereafter in case by Support Services to the terms Licensee and/or any End Users; (b) arrange to provide the Software and Support Services directly to any or all End Users; (c) suspend the Licensee’s and any End User’s use of the License Software; The provisions contained in clause 8.4(a) to (n) inclusive shall apply upon, and in relation to, the exercise by MFS of the step-in rights granted to it is provided that anything shall or may be done after termination hereof.under this clause 8.5

Default and Termination. In addition Voluntary Termination by the Parent 8.1 Without prejudice to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to any claim that the terms of Section 15Parent, the following events are also deemed to be events of default pursuant to which Licensor has Owners or the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer Manager may have against the other Parties arising out of this License in violation of Section 26 belowAgreement prior to such termination, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right Parent may elect to terminate this License Agreement on 30 days’ notice to the Manager without cause, provided that the Parent shall (within 30 days of such notice) pay to the Manager an amount equal to the Parent Voluntary Termination Payment which amount shall be treated as part of the Total Consideration payable under the Sale and Purchase Agreement and shall immediately if Licensee fails become due and payable by the Parent to provide evidence the Manager within 30 days of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations Parent’s notice of Section 17 regarding the handling or transporting of Hazardous Materialselection under this clause 8.1. Such termination shall take effect and such payment shall become due and payable, notwithstanding anything contained in any Party may be or become entitled to terminate this Agreement pursuant to any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon LicenseeAgreement. 23.3 Any waiver by Licensor 8.2 Without prejudice to any claim that the Parent, the Owners or the Manager may have against the other Parties arising out of any default or defaults shall not constitute a waiver of this Agreement prior to such termination, the right Manager may elect to terminate this License for any subsequent default or defaults, nor Agreement on 30 days’ notice to the Parent without cause and the Parent shall any (within 30 days of such waiver in any way affect Licensor's ability notice) pay to enforce any Section of this License. The remedies set forth in this Section 23 the Manager an amount equal to the Manager Voluntary Termination Payment which amount shall be in addition to, treated as part of the Total Consideration payable under the Sale and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition Purchase Agreement and shall immediately become due and payable by the Parent to and not in limitation the Manager within 30 days of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written the Manager’s notice of termination upon the other partyelection under this clause 8.2. Such termination shall not release either party hereto from take effect and such payment shall become due and payable, notwithstanding any liability Party may be or obligation become entitled to terminate this Agreement pursuant to any other provision of this Agreement. 8.3 If : (a) the Manager wilfully and intentionally ceases all operation of the Facilities for a continuous period of 30 days or more; or (b) the Manager fails to provide the Services or performs the Services in a manner which has resulted in material damage to all or a material part of the Facilities for a continuous period of 30 days, or (c) the AES Credit Support Provider files for bankruptcy under the Licenselaws of its jurisdiction of incorporation or makes any composition or arrangement with its creditors and such filing, composition or arrangement has not been discharged within 30 days thereof; other than, in any case, where such cessation, failure, performance or bankruptcy event is due to or results from: (i) any breach by the Parent or the Owners of any of their respective obligations under this Agreement; (ii) circumstances which would result in the Manager or its Affiliates incurring liability for which it is not indemnified by the Parent and the Owners or would constitute breach of the Compliance Programme or would require the Manager to act contrary to the Standard of a Reasonable and Prudent Operator; (iii) circumstances beyond the Manager’s control; (iv) Force Majeure; (v) any Change in Law; (vi) the failure for any Relevant Consent or work permit, visa or other residency and employment requirement required for the employees of the Owners and the Manager to be obtained, renewed or maintained, in each case not solely attributable to any failure by the Manager to discharge its responsibilities under clause 4.4; (vii) any action or inaction by any Competent Authority in Kazakhstan not solely attributable to any failure by the Manager to discharge its applicable responsibilities under this Agreement; (viii) any Relevant Claim or litigation or other proceedings in connection with a Relevant Claim in respect of which a Reasonable and Prudent Operator would act in a similar way; (ix) any of the following events: (A) strike, lockout, go-slow, work to rule or other industrial disturbance (other than of the Manager’s own employees); (B) sabotage, act of vandalism; (C) explosions, chemical nuclear or radioactive contamination; (D) mechanical breakdown of equipment at the Facilities and/or maintenance stoppages, whether planned or unplanned; (E) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds; (F) lightning, fire, storm, flood, extreme weather, earthquake, accumulation of indemnity snow or otherwiseice or other natural disasters or phenomena; or (G) significant archaeological discoveries at or near the Facilities, resulting from any acts, omissions or events happening prior then the Parent may give written notice to the date Manager stating that a Manager Failure has occurred and specifying the nature of termination or thereafter in case the Manager Failure and any actions the Parent believes are necessary to remedy such Manager Failure. 8.4 For a period of up to 120 days following a notice given by the terms Parent and the Owners under clause 8.3 (the Advance Period), the Manager and the Parent and the Owners shall discuss and co-operate to pursue a remedy to the Manager Failure specified in such notice and to identify such changes to the Services as necessary to ensure the continued operation of the License it is Facilities, provided that anything at any time if the Manager does not agree that a Manager Failure has occurred, the Manager may refer the matter for resolution in accordance with clause 15 and the Advance Period shall not commence until such matter is resolved or determined by an Expert. 8.5 If the Manager Failure subsists for the duration of the Advance Period, then at the end of the Advance Period, the Parent may deliver a further notice to the Manager. Following receipt by the Manager of such notice given in respect of a Manager Failure identified in clauses 8.3(a) or (b), the Manager shall have 60 days within which to remedy the Manager Failure. If at the end of such 60 day period, the Manager Failure is subsisting, the Parent shall be done after termination hereofentitled to terminate this Agreement forthwith on 10 days’ written notice from the Parent to the Manager. In the event of a Manager Failure identified in clauses 8.3(c) the Parent and the Owners may terminate this Agreement forthwith. 8.6 If this Agreement is terminated by the Parent under clause 8.5, the Parent shall (within 30 days of the Termination Date) pay to the Manager any due but unpaid amount of the Management Expenses and a pro rata amount of Management Expenses for the quarter in which the Termination Date occurs.

Default and Termination. In The Licensee may terminate this Agreement by giving Landgate at least 60 days’ Notice of termination. Landgate may, in its absolute discretion, immediately suspend access to the Location Information Products or terminate this Agreement immediately by Notice to the Licensee if: the Licensee commits a breach of any term of this Agreement and has not remedied the breach to the reasonable satisfaction of Landgate (if capable of remedy) within 14 days of receiving Notice from Landgate requesting that the breach be remedied; the Licensee fails to follow, meet or comply with any warranties and representations made in respect of the Qualitative Criteria; the Licensee is wound up, becomes insolvent or has a liquidator, provisional liquidator, administrator, receiver, manager or receiver and manager appointed; the Licensee fails to comply with clauses 5, 21, 23, 25 or 26; the Licensee commits a fraudulent act against Landgate; the Licensee has been guilty of misrepresentation in its dealings with Landgate; the Licensee ceases or threatens to cease conducting its business in the normal manner; the Licensee provides or uses the Location Information Product in a manner that avoids or undermines this Agreement generally or the Annual Pricing Table; the Licensee fails to comply with a change to this Agreement as a result of a change to Government Policy within the timeframe specified in clause 36.3; the continued provision of the Location Information Product will result in a breach of Government Policy or any ruling or decision of a court, tribunal or other statutory body; the Licensee or a Related Body acquires, directly or indirectly, an interest in a Sub-VAR, another licensee, former Sub-VAR or former licensee of Landgate; or Landgate is unable for any reason to continue providing the Location Information Product, given that supply may be dependent upon the co-operation of third parties. Landgate may, in the event of any default by the Licensee, in addition to any other remedy provided in this Agreement or at law: immediately without notice suspend part or all of the Licensee’s access to the Location Information Product until such time as the Licensee remedies the default, charge the Licensee interest on any overdue amounts in accordance with clause 6.8; charge and not recover from the Licensee all costs reasonably incurred by Landgate in limitation relation to the enforcement and/or collection of Licensor's right any overdue amounts; and perform on behalf of the Licensee any obligations that the Licensee should have done or is required to do under this Agreement. Notwithstanding anything else contained in this Agreement, Landgate may at any time suspend or terminate this Agreement or the Licensee’s access to SLIP immediately by Notice to the Licensee if: any operational matters or issues arise, including any limitations or issues with the SLIP software, SLIP software provider, platform, storage capacity within SLIP, any SLIP usage limitations or any reasonable access concerns of Landgate or any Other Data Custodian; any agreement between Landgate and the SLIP software provider requires Landgate to cease using the SLIP software for failure to provide evidence of insurance as required pursuant to any reason or the terms of Section 15any relevant provider agreement are no longer acceptable to Landgate; or Landgate ceases to operate or manage SLIP, provided that if the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made Licensee is not in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer breach of this License in violation of Section 26 belowAgreement, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right and Landgate elects to terminate this License Agreement, Landgate will refund any pre-paid Charges on a pro rata basis. To the extent that Landgate is required to perform the Licensee’s obligations or recover any outstanding amounts, the Licensee agrees: within 7 days of receiving an invoice from Landgate, to pay Landgate the full amount of such invoice, without set-off or deduction for Landgate’s costs and efforts; and Landgate may immediately take action to recover any amount due to it as a liquidated debt. The Licensee may terminate this Agreement immediately by Notice to Landgate if: Landgate commits a material breach of this Agreement and does not remedy the breach (if capable of remedy) within 14 days of receiving Notice from the Licensee fails requesting that the breach be remedied; or Landgate: ceases or takes steps to provide evidence cease conduct of insurance its business in the normal manner; or is wound up, becomes insolvent or has a liquidator, provisional liquidator, administrator, receiver, manager or receiver and manager appointed. Termination or expiration of this Agreement will not affect any accrued rights or liabilities of either Party including rights to injunctive relief or any liability to account for profits from any breach of this Agreement. On the termination or expiration of this Agreement, the Licensee must immediately: pay Landgate all Charges that are owing; cease to use all Location Information Products including as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice whole or in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver part in any way affect Licensor's ability Value Added Products; to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition tothe extent that it is able, delete and not in limitation expunge, or arrange for the deletion of, any Location Information Products obtained from Landgate, including all copies of any Location Information Products able to be disaggregated from its Systems and records (in whatever form or medium held); to the extent that it is able, return to Landgate, or delete and expunge, all of Landgate’s Confidential Information and intellectual property; maintain the security and confidentiality of all of Landgate’s Confidential Information; and co-operate with Landgate in every other remedies that Licensor respect, as it may have at law reasonably require, to minimise any loss, damage or in equity. 23.4 In addition inconvenience to Landgate and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, its customers resulting from any acts, omissions the expiration or events happening prior termination of this Agreement. The Licensee may continue to the date of termination or thereafter in case by the terms keep one secure copy of the License it is provided Location Information Product for archiving, statutory and indemnity purposes if notified to Landgate, but may not further use or distribute any Location Information Product. The Licensee must provide Landgate with a Notice, within 14 days of the Termination Date certifying that anything shall clauses 32.2(b) to 32.2(d) have been complied with. The Licensee must permit Landgate or may be done after any person authorised by Landgate to inspect and audit the Licensee to ensure compliance with this clause and this Agreement. This clause will survive termination hereofof this Agreement.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License or in case of any assignment or transfer of this License in violation of Section 26 below, and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, and fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor (or within such shorter period as may be required by law), Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either partyLicensor, at any time, by serving thirty ninety (3090) days' written notice of termination upon the other partyLicensee. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. Licensee may not terminate this License except upon such terms as may be approved by Licensor in Licensor’s sole discretion, which terms must include, but are not limited to, Licensee's compliance with the Restoration Obligations defined and described in Section 24 below (including without limitation the design, approval and implementation of the Alternate Drainage Plan).

Default and Termination. This License will run coterminous with the MOU, and will automatically terminate upon the expiration or earlier termination of the MOU. If either party is in default of the performance of any of its obligations under this License, then the party not in default will give written notice of such default to the other party and, if, within 30 days i) the party notified fails to correct the default or ii) fails to satisfy the party giving notice that the default does not exist, then the party giving notice may terminate this License upon the expiration of the 30-day period and seek all remedies now or hereafter provided by law for recovery of damages caused by the other party’s default. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the Board’s right to terminate as set forth below: 23.1 If default shall be made specified in any of Licensee's covenantsSection 7.2, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall Board will have the right to terminate this License immediately if Licensee fails upon the occurrence of one or more of the following events: (i) the filing by or against Foundation in a court of competent jurisdiction of a petition for relief in bankruptcy, whether voluntary or involuntary, for either adjudication of bankruptcy or for reorganization or rearrangement under the bankruptcy laws, or the filing of an action for receivership of any nature, and in the case of an involuntary bankruptcy filed against Foundation, such filing has not been dismissed within 120 days after filing; or (ii) an assignment for the benefit of Foundation’s creditors. Ownership of Trademarks. Foundation acknowledges the Board's exclusive right, title and interest in and to provide evidence the Trademarks and any registrations that have issued or may issue thereon, and Foundation will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair part of insurance as required in Section 15. 23.2 Should Licensee not comply fully such right, title and interest. In connection with the obligations use of Section 17 regarding the handling or transporting of Hazardous MaterialsTrademarks, notwithstanding anything contained Foundation will not in any other provision manner represent that it has any ownership in the Trademarks or registrations thereof, and Foundation acknowledges that its use of the Trademarks will inure to the benefit of the Board. Upon the expiration or earlier termination of this License in any manner provided herein, Foundation will immediately cease and desist from all use of the Trademarks, and Foundation will, at Board’s request, execute a recordable document releasing all of Foundation’s rights under this License. Foundation will not at any time adopt or use, without the Board's prior written consent, any word or xxxx that is likely to be similar to or confusing with the Trademarks. Approvals from the Board. Except as otherwise specified in this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default every circumstance in which an approval or defaults shall not constitute a waiver of consent from the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of Board is required under this License. The remedies set forth , Foundation must obtain that approval or consent from the Director, Trademark Licensing, or the successor in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equityfunction. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition 6.1. Licensor shall have the right, but not the obligation, to terminate this Agreement upon 30 days' written notice: (a) if the Licensee discontinues the use of the Marks for a continuous period of one year, unless such discontinuance results from an eminent domain proceeding or casualty beyond the control of Licensee which prevents Licensee from operating the Boston Club, in which case Licensor may terminate this Agreement upon 30 days' written notice if Licensee discontinues the use of the Marks for a continuous period of two years; or (b) if (i) the Licensee makes a general assignment for the benefit of creditors or acknowledges that it cannot pay its debts as they become due; (ii) the Licensee's interest under this Agreement shall be taken on execution of a judgment; or (iii) the Licensee files a petition for adjudication as a bankrupt, for reorganization or for an arrangement under any bankruptcy or insolvency law, or if any involuntary petition under such law is filed against Licensee and not dismissed within 90 days thereafter; or (c) if there is a change in limitation ownership or control of Licensee in violation of the provisions of the Option Agreement dated as of May [ ], 1997, by and among Licensor's right to , Licensee, Stevxx Xxxxxx, Xxe Fostxx Xxxily Trust and Kevix Xxxx (xxe "Option Agreement"); or (d) if Licensee renounces this Agreement. 6.2. Licensor may terminate for failure to provide evidence this Agreement if Licensee commits a material violation of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenantsSections 2.3, agreements4.1, 4.2, 4.3, 5.2, 5.3, 5.4, 5.5, 9 or obligations contained in 10 of this License Agreement and Licensee fails to cure said such default within thirty (30) 30 days after of receipt of written notice is provided to Licensee by from Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor in the event that any such non-compliance shall not be remediable within such 30 day period then, provided that Licensee promptly commences and diligently pursues such remedial steps as are necessary, Licensee shall have such additional time as is necessary to effect such remedy. Licensor hereby acknowledges that the right to terminate termination of any employee responsible for any such material violation shall be an adequate cure for such violation under this License Section 6.2, so long as such violation immediately if Licensee fails to provide evidence of insurance as required in Section 15ceases upon such employee's termination. 23.2 Should 6.3. Licensee not comply fully with the obligations shall be obligated to immediately inform Licensor of Section 17 regarding the handling any change of ownership or transporting control of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License6.4. The remedies set forth rights of termination granted to the Licensor in this Section 23 Article 6 shall be in addition to, and not in limitation of, to any other remedies right or remedy that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may otherwise be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior available to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereofLicensor.

Default and Termination. In addition If Licensee defaults in the payment of any installment of any Minimum Guaranteed License Fees, Subscriber-Based Overage, Movie license fees or any other payment to Licensor, or if Licensee defaults in the performance of any of the other obligations hereunder and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If such default shall not be made in any of cured within ten (10) days after written notice thereof to Licensee's covenants, agreements, or obligations contained in this License and if Licensee fails to cure said default becomes insolvent, or if a petition under any bankruptcy act shall be filed by or against Licensee (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days after thereafter), or if Licensee executes an assignment for the benefit of creditors, or if a receiver is appointed for the assets of Licensee, or if Licensee takes advantage of any applicable insolvency or any other like statute, or if Licensor notifies Licensee that it in good faith has reasonable doubts that Licensee can or will continue to perform hereunder, and Licensee fails to give adequate financial security and assurances within fifteen (15) days of said notice (any of the above acts is hereinafter called "event of default"), then Licensor may, in addition to any and all other rights which it may have against Licensee, terminate this Agreement and any other agreements between the parties then in existence by giving written notice is provided to Licensee at any time after the occurrence of such event of default. Whether or not Licensor exercises such right of termination, Licensor shall upon the occurrence of such event of default have no further obligation to deliver tapes of Materials hereunder and shall be entitled to immediate return of all tapes theretofore delivered to and in possession of Licensee. Upon termination, Licensor may recover from Licensee the entire unpaid Minimum Guaranteed License Fees, Subscriber-Based Overages, Movie licensee fee payments and any other payments then owed to Licensor, plus interest at the lesser of 12% per annum or the maximum legal rate on that portion of the payments that was delinquent prior to the termination, and any consequential damages. Licensee acknowledges that the terms hereof and the industry custom of licensing programs substantially in advance of the scheduled exhibition dates, have the effect of rendering the programs and Movies hereunder unmarketable in the Territory during any period that includes the Term of this Agreement or any part thereof. Licensee also acknowledges that, by reason of the foregoing, no method exists for accurate measurement of damages for any breach of Licensee's agreement to pay Licensor as provided in this Agreement. It is therefore agreed that, in addition to all other remedies available at law, in equity, or under other provisions of this Agreement, Licensor shall be entitled (upon breach by Licensee of such agreement to pay Licensor) to recover from Licensee, as liquidated damages, the total unpaid Minimum Guaranteed License Fees, Subscriber-Based Overages and Movie licensee fee payments for the Term, and in addition, reasonable attorneys' fees or collection agency fees if an attorney or collection agency is retained by Licensor at any time to enforce the provisions hereof, plus such other amounts as may be due hereunder. The remedies provided herein are not exclusive but are cumulative and in addition to all other remedies existing at law, in equity, or in case courts of bankruptcy. Subject to Paragraph 23 below, in the event that either party commences litigation to enforce, interpret or declare any assignment of the terms, covenants, conditions or transfer obligations of this License Agreement, prevailing party shall be entitled to recover all costs, fees and expenses of or in violation of Section 26 belowpreparation for, Licensor maylitigation, at its optionappeal, terminate review, or post-judgment or order, collection or enforcement efforts. All parties to this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding Agreement agree that the foregoing, Licensor court shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained retain and reserve jurisdiction in any other provision judgment over the parties and the subject matter for purposes of enforcing this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licenseeparagraph. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition 8.1 Licensee shall be deemed to be in default under this Agreement, and not in limitation this Agreement and all rights granted hereunder will automatically terminate without notice to Licensee, if any of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also occur: (a) If Licensee commences a voluntary case or other proceeding seeking liquidation, rehabilitation, reorganization, conservatorship or other relief for itself or its assets under bankruptcy, insolvency or other similar laws, or seeking the appointment of a trustee, receiver or other similar official for itself or any substantial part of its property, or consents to any such relief in an involuntary case or proceeding commenced against it, or makes a general assignment for the benefit of creditors, or takes any corporate action to authorize any of the foregoing; 8.2 Licensee shall be deemed to be events of in default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenantsunder this Agreement, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, immediately terminate this License Agreement and all rights granted hereunder upon notice to Licensee, if any of the following events occur: (a) If there is any attempted assignment or sublicense of this Agreement or any interest therein by serving five (5) days' notice in writing upon Licensee. Notwithstanding , contrary to the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15terms hereof. 23.2 Should 8.3 Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained shall be deemed to be in any other provision of this License, default and Licensor may, at its option, upon sixty (60) days written notice to Licensee terminate this License by serving five Agreement and all rights granted hereunder if any of the following events occur and Licensee fails to cure the default within the sixty (560) days' day notice in writing upon Licenseeperiod: (a) If Licensee breaches any of the covenants set forth herein; or (b) If Licensee violates the competition provisions (Section 6.2) of the Asset Purchase Agreement; or (c) If any involuntary case or other proceeding is commenced against Licensee seeking liquidation, rehabilitation, reorganization, conservatorship or other relief with respect to it or to its assets under any bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver or other similar official with respect to it or any substantial part of its property. 23.3 Any waiver by 8.4 Licensor shall be deemed to be in default under this Agreement, and this Agreement will automatically terminate without notice to Licensor, in the event: (a) Licensor commences a voluntary case or other proceeding seeking liquidation, rehabilitation, reorganization, conservatorship or other relief for itself or its assets under bankruptcy, insolvency or other similar laws, or seeking the appointment of a trustee, receiver or other similar official for itself or any default substantial part of its property, or defaults shall not constitute consents to any such relief in an involuntary case or proceeding commenced against it, or makes a waiver general assignment for the benefit of creditors, or takes any corporate action to authorize any of the right foregoing, 8.5 Licensor shall be deemed to be in default and Licensee may, at its option, upon sixty (60) days written notice to Licensor terminate this License for Agreement and all rights granted hereunder if any subsequent of the following events occur and Licensor fails to cure the default within the sixty (60) day notice period: (a) if any involuntary case or defaultsother proceeding is commenced against Licensor seeking liquidation, nor shall rehabilitation, reorganization, conservatorship or other relief with respect to it or to its assets under any such waiver in bankruptcy, insolvency or other similar law, or seeking the appointment of a trustee, receiver or other similar official with respect to it or any way affect Licensor's ability to enforce substantial part of its property, or (b) Licensor breaches any Section of its representations or covenants hereunder. If Licensee terminates this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation Agreement on account of Licensor's rights default, Licensee may seek monetary relief, specific performance or injunctive relief. If a court should order specific performance in the form of a license to terminate this License for failure use the Marks, Licensor and Licensee agree that they will execute such an agreement on terms no less favorable to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereofLicensor than those set forth herein.

Default and Termination. In addition to and not 9.1 The Licensee is in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant default under this Licence if: (a) any money payable by the Licensee to the terms of Section 15, Licensor is not paid on the following events are also deemed to be events of default pursuant to which Licensor has due date; or (b) the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice comply with a term of this Licence. 9.2 If the Licensee is provided to Licensee by Licensorin default, or in case of any assignment or transfer of this License in violation of Section 26 belowrepudiates the Licence, the Licensor may, at its optiondespite any delay, omission, extension or laches, do any one or more of the following: (a) without any prior demand or notice, re-enter the Licensed Area (by force if necessary) and evict the Licensee and any other person with or without terminating the Licence; (b) terminate this License the Licence by serving five notice to the Licensee; (5c) days' notice in writing upon Licensee. Notwithstanding sue the foregoing, Licensee for damages suffered by the Licensor shall have even if: (i) the right Licensee has abandoned or vacated the Licensed Area; (ii) the Licensor elects to re-enter or to terminate this License immediately if Licensee fails to provide evidence the Licence or has accepted the Licensee's repudiation; (iii) the parties' conduct constitutes a surrender by operation of insurance as required in Section 15law; or (d) exercise any of the Licensor's other legal rights. 23.2 Should Licensee not comply fully with 9.3 If the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be Licence is terminated by either partythe Licensor, at any time, by serving thirty (30) days' written notice of termination upon then the other party. Such termination shall not release either party hereto from Licensee indemnifies the Licensor against any liability or obligation under loss arising and any cost incurred (whether before or after termination) in connection with the LicenseLicensee's breach of the Licence; and the termination of the Licence. 9.4 If the Licensee is late in making a payment, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior the Licensee must pay to the Licensor interest on the amount from the due date for payment until the date it is paid. Interest is calculated on daily balances at a rate of termination or thereafter in case by 18% per annum. On the terms last day of each month, the Licensor may add the interest to the unpaid money and charge interest on the total amount. 9.5 The Licensor may carry out any of the License it is provided that anything shall Licensee's obligations on its behalf if the Licensee does not carry them out on time or may be done after termination hereofin the Licensor's opinion does not carry them out properly. The Licensee must promptly reimburse the Licensor's costs of doing this.

Default and Termination. In addition 17.1 Default under this Rental Agreement shall occur where the Renter should: (a) Fail to and not in limitation pay any amount owing under this Rental Agreement when due; (b) Contravene any of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15this Rental Agreement, including those in Schedule “B” (the Code of Conduct); or (c) Contravene any of the terms of any applicable bylaws, regulations, or policies of the Authority, in relation to the Campsite or otherwise. (d) Immediately terminating this Rental Agreement. 17.2 Where the Renter is is default, the following events are also deemed Authority may deliver written notice of such default to be events the Renter, who shall have 15 days from the delivery of such notice to remedy the default pursuant to which Licensor has the right satisfaction of the Authority. In the event the Renter does not remedy the default within 15 days, They Authority may take any remedy available to terminate as set forth belowit to enforce this rental agreement and to collect funds owing to it including but not limited to: 23.1 If default (a) Entering the campsite and performing any work required to bring the Campsite or any Improvement into compliance with the terms and conditions of this Rental Agreement; or (b) Immediately terminating this Rental Agreement 17.3 Where the Authority should enter the Campsite and undertake work as provided for in section 17.2(a), the Renter shall be made liable to pay all costs incurred by the Authority in any relation thereto. 17.4 All work done by the Authority under this Rental Agreement, by reason of Licensee's covenantsthe Renter failing to do so when required, agreements, or obligations contained in this License shall be charged to the Renter at a rate set by the Authority and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee immediately paid by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have Renter. 17.5 Where the right Authority should elect to terminate this License immediately if Licensee fails to provide evidence Rental Agreement, it may immediately, or at any time thereafter: (a) Re-enter and take possession of insurance as required in Section 15.the Campsite and any Improvements; and 23.2 Should Licensee not comply fully with (b) Remove all persons and their property from the obligations of Section 17 regarding the handling Campsite, either by summary eviction proceedings or transporting of Hazardous Materials, notwithstanding anything contained in by any other provision of this Licenseproceedings at law or otherwise, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of without being liable for any default or defaults shall damages; and Such will not constitute be a waiver of the right any rent or sum to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation ofpaid, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon obligation on the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior Renter up to the date of re- entry under this Rental Agreement. 17.6 The Authority shall be entitled to recover from the Renter all costs of enforcing any provision of this Rental Agreement, including but not being limited to the costs of collecting any money owing. The Renter hereby agrees that the Authority’s legal costs in all such matters shall be recoverable on a solicitor and client basis. 17.7 Any termination of this Rental Agreement for default shall not entitle the Renter to a refund of any fees or thereafter sums previously paid, or owing in case by the terms of the License it is provided that anything shall or may be done after termination hereoffuture.

Default and Termination. In addition 8.2.1. Pronet, by written notice to and not CLIENT, may terminate this Agreement within ten (10) days after written notice of any delinquency in limitation the payment of Licensor's right any invoice amount. CLIENT, by written notice to Pronet, may terminate for failure to provide evidence of insurance as required pursuant this Agreement, provided that with written notice, CLIENT includes the early cancellation fee equal to the terms dollar amount of Section 15, three (3) times the following events are also deemed to be events Contract Rate currently in effect times the number of default pursuant to which Licensor has the right to hours served per month currently in effect as listed herein. Either party may terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within Agreement thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer other type of this License default hereunder (in violation of Section 26 below, Licensor maywhich case the default will be identified and may be cured within such notice period.) 8.2.2. Pronet, at its optionsole discretion, may terminate this License by serving five Agreement if CLIENT: (5a) becomes the subject of any proceedings under the Bankruptcy Act or other insolvency law, voluntary or involuntary, if such proceeding is not dismissed within ninety (90) days' notice in writing upon Licensee; (b) suffers a receiver to be appointed for its affairs or property; or (c) enters into an assignment, or other an arrangement, for the benefit of its creditors, or suffers an attachment against or a seizure of a substantial part of its assets, equipment or its parts and inventories. Notwithstanding However, CLIENT's responsibility for past due amounts shall survive each bankruptcy proceeding provided the foregoing, Licensor shall have acknowledgment of such liability by CLIENT will not affect the right to terminate this License immediately if Licensee fails to provide evidence discharge of insurance as required in Section 15CLIENT regarding other general creditors. 23.2 Should Licensee not comply fully with 8.2.3. In the obligations case of Section 17 regarding default by either party under this Agreement, the handling defaulting party will reimburse the nondefaulting party for all costs and expenses arising from the default, including reasonable attorney fees if the non-defaulting party engages in legal counsel to preserve or transporting of Hazardous Materialsenforce such rights under this Agreement, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor including the collection of any payments due. The CLIENT understands that, in the case of default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated termination by either partyparty under this Agreement, at any time, by serving thirty (30) days' written notice it remains liable for payment of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening all outstanding charges owed to Pronet prior to the date of termination such default or thereafter termination. 8.2.4. Termination of this Agreement will not adversely affect any right existing as the effective date of termination. The rights and remedies provided under this Agreement are cumulative and in case by the terms of the License it is provided that anything shall addition to any other rights or may be done after termination hereofremedies available at law and in equity, and any other contract instrument or paper.

Default and Termination. In addition to and not A. If Lessee defaults in limitation the performance of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the any terms of Section 15, the following events are also deemed to be events this Agreement and that default remains for a period of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided of default to Licensee Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the full amount of rent remaining to be paid hereunder due and, in the former event, may re- enter and repossess all of the premises, with process of law, and remove Lessee and require Lessee to remove the building and personal property from the premises. Lessor may also use any manner allowed by Licensorlaw to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be subject to eviction and removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and expenses due Lessor by Xxxxxx. B. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination of expiration of this Agreement, Lessor may sue Lessee in case any manner allowed by law to evict Lessee and such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the same pursuant to the laws of the State of Wyoming. C. Neither party shall be held to be in breach of the Agreement because of any assignment failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by Lessee to pay rental fees or transfer other charges pursuant to this Agreement. D. Upon termination or expiration of this License in violation Agreement, and provided a new lease is not negotiated pursuant to the terms of Section 26 belowthis Agreement, Licensor mayand xxxxxx agrees to surrender and deliver up possession of the premises to Lessor, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor and Xxxxxx shall have the right to terminate remove the building from the premises providing it leaves the premises in the same or better condition as when entered upon y Lessee; in the event Lessee does not remove the building within a period of one hundred eighty (180) days after the termination or expiration of this License immediately Agreement Lessor may sue Lessee in any manner allowed by law to evict Xxxxxx and Xxxxxx’s building from the land including but not limited to forcible entry and detainer and eviction. “Same or better condition” means that the building foundation, floor or apron should be left in-place if Licensee fails to provide evidence of insurance as required in Section 15it is in E. This Agreement may also be terminated upon mutual written agreement by the parties. 23.2 Should Licensee not comply fully with F. The parties are entitled to all rights pursuant to the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver laws of the right to terminate this License for any subsequent default or defaultsState of Wyoming regarding unlawful entry and detainer, nor shall any such waiver in any way affect Licensor's ability to enforce any Section the foreclosure of this License. The remedies set forth in this Section 23 shall be in addition toliens, and not in limitation of, any other remedies that Licensor may have at law or in equitythe power of eminent domain. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition to and not A. If Lessee defaults in limitation the performance of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the any terms of Section 15, the following events are also deemed to be events this Agreement and that default remains for a period of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided of default to Licensee Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the full amount of rent remaining to be paid hereunder due and, in the former event, may re- enter and repossess all of the premises, with process of law, and remove Lessee and require Lessee to remove the building and personal property from the premises. Lessor may also use any manner allowed by Licensorlaw to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be subject to eviction and removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and expenses due Lessor by Xxxxxx. B. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination of expiration of this Agreement, Lessor may sue Lessee in case any manner allowed by law to evict Lessee and such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the same pursuant to the laws of the State of Wyoming. C. Neither party shall be held to be in breach of the Agreement because of any assignment failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by Lessee to pay rental fees or transfer other charges pursuant to this Agreement. D. Upon termination or expiration of this License in violation Agreement, and provided a new lease is not negotiated pursuant to the terms of Section 26 belowthis Agreement, Licensor mayand xxxxxx agrees to surrender and deliver up possession of the premises to Lessor, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor and Xxxxxx shall have the right to terminate remove the building from the premises providing it leaves the premises in the same or better condition as when entered upon y Lessee; in the event Lessee does not remove the building within a period of one hundred eighty (180) days after the termination or expiration of this License immediately if Licensee fails Agreement Lessor may sue Lessee in any manner allowed by law to provide evidence of insurance as required in Section 15evict Xxxxxx and Xxxxxx’s building from the land including but E. This Agreement may also be terminated upon mutual written agreement by the parties. 23.2 Should Licensee not comply fully with F. The parties are entitled to all rights pursuant to the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver laws of the right to terminate this License for any subsequent default or defaultsState of Wyoming regarding unlawful entry and detainer, nor shall any such waiver in any way affect Licensor's ability to enforce any Section the foreclosure of this License. The remedies set forth in this Section 23 shall be in addition toliens, and not in limitation of, any other remedies that Licensor may have at law or in equitythe power of eminent domain. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in Without limiting any other provision of this LicenseAgreement and subject to Section 19.3 of this Schedule, upon the occurrence of a Licensee Termination Event, Licensor may, at its optionin addition to any and all other rights which it may have against Licensee in law or equity, immediately terminate this Agreement or any license with respect to an Included Program by giving written notice to Licensee and/or accelerate the payment of all monies payable under this Agreement such that they are payable immediately and to retain such monies, it being acknowledged that Licensee’s material obligations hereunder include full, non-refundable payment of 100% of the License by serving five (5) days' notice Fees described in writing upon Licensee. 23.3 Any waiver by Licensor this Agreement regardless of any default early termination of this Agreement due to a Licensee Termination Event.iv Whether or defaults shall not constitute a waiver Licensor exercises such right of termination, Licensor shall, without prejudice to any of its other rights and remedies under applicable law, upon the occurrence of any Licensee Event of Default, have the right to terminate this License for any subsequent default suspend or defaults, nor shall any such waiver discontinue the delivery of Copies or Advertising Materials to Licensee and the right to require Licensee to immediately return all Copies and Advertising Materials to Licensor in any way affect Licensor's ability to enforce any Section of this License. The remedies the condition as set forth in this Section 23 Article 10 hereof as well as the right to suspend Licensee’s right to exploit any Included Programs. No such suspension or discontinuance shall be in extend the License Period(s) of licenses granted or the Term hereunder. In addition to, to any and not in limitation of, any all other remedies that in respect of a Licensee Event of Default which Licensor may have at law or in equity. 23.4 In addition under applicable law, Licensor shall be entitled to and not in limitation of Licensor's rights recover from Licensee all amounts payable by Licensee to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described aboveLicensor hereunder, this License may be terminated by either partytogether with interest, compounded monthly, at any time, by serving thirty the lesser of (30x) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms 110% of the License it is provided that anything shall or may be done after termination hereof.Prime Rate and (y) the maximum rate permitted by law, plus reasonable attorneys’ fees, and all costs and expenses, including collection agency fees, incurred by Licensor to enforce the provisions thereof. As used herein, a “

Default and Termination. In addition (a) Upon the breach of this Agreement by Licensee, Operator may, at its option upon notice to and not in limitation of Licensor's right to Licensee, terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right of Licensee to terminate as set forth below: 23.1 If default use the Seats and all other rights of Licensee under this Agreement. Whether or not the right of Licensee to use the Seats is terminated by Operator, Operator shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and entitled to recover damages from Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer for breach of this License in violation Agreement. If the right of Section 26 belowLicensee to use the Seats is terminated, Licensor Licensee’s liability to Operator for damages shall survive such termination. Following termination, Operator may, at its option, terminate this License by serving five (5) days' notice in writing upon relicense the Seats to another party without obligation to Licensee. Notwithstanding If Operator licenses the foregoingSeats to another party during the remaining Term of this Agreement, Licensor then all amounts actually received from such other party applicable to the remaining Term shall have be applied first to the right expense of relicensing the Seats and then to terminate this License immediately if Licensee fails to provide evidence the reduction of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the any obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any Licensee to Operator under this Agreement. No amounts received from such other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon party shall be paid to Licensee. 23.3 Any waiver by Licensor (b) Following any termination, Operator shall be entitled to recover immediately, without waiting until the due date of any default future License Fees or defaults until the date fixed for expiration of the Term of this Agreement, the amount of all License Fees and other sums due and payable under this Agreement and which otherwise would have become due and payable under this Agreement if Operator had not terminated the right of Licensee to use the Seats. If Operator relicenses the Seats during the Term, Licensee’s liability under this Section 5(b) shall be reduced in accordance with Section 5(a). (c) The foregoing remedies of Operator shall not constitute a waiver be to the exclusion of the any other right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies remedy set forth herein or otherwise available to Licensee in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. Licensee shall be responsible for all reasonable attorney’s fees and costs incurred by Operator in the enforcement of this Agreement whether or not litigation is actually commenced. In the event that such enforcement results in trial, the prevailing party shall be entitled to recover all reasonable attorney’s fees incurred as a result hereof, including fees and costs of any appellate proceedings. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In 14.1 If Licensee shall at any time breach or be in default of any of the assignment provisions, insurance provisions, indemnification provisions, royalty payment provisions or the royalty reporting provisions of this Agreement and such breach or default is not remedied within fifteen (15) days after St. John has gixxx Licensee written notice of such breach or default, St. John may, xx xxx xole election and in addition to and not without prejudice to any other rights or remedies it may have at law or in limitation equity, terminate this Agreement by giving written notice of Licensor's right termination to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15Licensee, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default and such termination shall be made effective upon giving of such notice of termination. If Licensee shall at any time materially breach or be in material default of any other provision of Licenseethis Agreement (including the quality control provisions), and such breach or default is not remedied by Licensee to St. John's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default satisfaction within thirty (30) days after St. John has gixxx Licensee written notice is provided of such breach or default or, Licensee has not taken commercially reasonable steps to remedy such breach or default within twenty (20) days after St. John has gixxx Licensee by Licensorwritten notice of such breach or default and such efforts to remedy such breach or default to St. John's satisfaction are not completed within forty (40) days of the commencement of such commercially reasonable steps then, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor St. John may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be ax xxx xxle election and in addition to, to and not in limitation of, without prejudice to any other rights or remedies that Licensor it may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to , terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated Agreement by either party, at any time, by serving thirty (30) days' giving written notice of termination upon the other party. Such to Licensee, and such termination shall be effective upon giving such notice of termination; provided, however, that Licensee shall not release either be deemed in breach of this Agreement if the majority of a particular Licensed Product model ("Epidemic Product") experiences an identical defect ("Epidemic Defect") provided that Licensee: (i) immediately notifies St. John of sucx Xpidemic Defect in writing ("Epidemic Defect Notice"), (ii) immediately stops shipping such Epidemic Product, (iii) within three (3) months of the Epidemic Defect Notice, institutes a recall program covering all Epidemic Product wherein Licensee offers to Defective Product purchasers at least one of the following (at Licensee's option) to repair the Defective Product, to replace the Defective Product or to provide a refund of the purchase price of the Defective Product, and provided further that no more than one Epidemic Defect occurs within any five (5) year period during the Term. (a) In the event that Licensee files a petition in bankruptcy, is adjudicated a bankrupt or files a petition or otherwise seeks relief under or pursuant to any bankruptcy, insolvency or reorganization statute or proceeding, or if a petition in bankruptcy is filed against it or it becomes insolvent or makes an assignment for the benefit of its creditors or a custodian, receiver or trustee is appointed for it or a substantial portion of its business or assets and such petition is not dismissed within forty-five (45) days of the filing of such petition, this Agreement shall terminate automatically and forthwith. (b) No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, sheriff or any other officer of the court or official charged with taking over custody of Licensee's assets or business shall have any right to continue this Agreement or to exploit or in any way use the Licensed Trademarks. (c) As provided in Section 18 hereof, the Licensee's performance under this contract is personal in nature and St. John is excxxxx from accepting the performance of a party hereto from other than the Licensee. The parties agree that this Agreement is a nonassignable contract under section 365(c) of the Bankruptcy Code, or any liability amendment or obligation successor thereto (the "Bankruptcy Code"). Further, in the event the Licensee is a debtor under the LicenseBankruptcy Code and this Agreement has not been terminated, whether the parties agree that adequate protection of indemnity or otherwise, resulting from St. John's interest in this Agreement and any acts, omissions or events happening prior to use of the date Licensed Trademarks by Licensee requires that Licensee comply with all of termination or thereafter in case by the terms of this Agreement, including, without limitation, timely making the License it is provided that anything royalty payments under Section 4 and maintaining the quality of the Licensed Products as required under Section 8. 14.3 If Net Sales for any Annual Period do not equal or exceed the Minimum Net Sales specified for such Annual Period in the Minimum Net Sales Table (or as otherwise determined pursuant to Section 2 hereof), St. John mxx, xx xxx xxtion, terminate this Agreement by giving Licensee written notice and such termination shall be effective upon the giving of such notice of termination. 14.4 No failure or delay on the part of either party to exercise its right of termination hereunder for any one or more causes shall be considered to prejudice its rights of termination for such or for any other or subsequent cause. Termination or expiration of this Agreement for any reason whatsoever shall not relieve the parties from their respective obligations arising hereunder prior to such termination or expiration. The termination rights set forth in this Section 14 are in addition to and without prejudice to any other rights or remedies St. John may haxx xx xxw or in equity. 14.5 In the event the representation and warranty of St. John set forth in Section 17.1 hereof shall be done after termination hereofin any material respect untrue in the Territory, Licensee shall have the right and option upon written notice to St. John to terxxxxte this Agreement.

Default and Termination. In addition to If Licensee defaults in the payment of any ----------------------- installment of the license fee, or if Licensee defaults in the performance of any of the other obligations hereunder and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If such default shall not be made in any of cured within ten (10) days after written notice thereof to Licensee's covenants, agreements, or obligations contained in this License and if Licensee fails to cure said default (which petition, if filed against Licensee, shall not have been dismissed within thirty (30) days after thereafter), or if Licensee executed an assignment for the benefit of creditors, or if a receiver is appointed for the assets of Licensee, or if Licensee takes advantage of any applicable insolvency or any other like statute, or if Licensor notifies Licensee that it in good faith has reasonable doubts that Licensee can or will continue to perform hereunder, and Licensee fails to give adequate financial security and assurances within fifteen (15) days off mailing of said notice (any of the above acts is hereinafter called "event of default"), then Licensor may, in addition to any and all other rights which it may have against Licensee, terminate this Agreement and any other agreements between the parties then in existence by giving written notice is provided to Licensee at any time after the occurence of such event of default. Whether or not Licensor exercises such right of termination, Licensor shall upon the occurrence of such event of default have no further obligation to deliver tapes of Programs hereunder and shall be entitled to immediate return of all tapes theretofore delivered to and in possession of Licensee. Upon termination, Licensor may recover from Licensee the entire unpaid license fee, plus interest at 12% per annum on that portion of the license fee which was delinquent prior to the termination, and any consequential damages. Licensee acknowledges that the terms hereof and the industry custom of licensing Programs substantially in advance of the scheduled telecast dates, have the effect of rendering the Programs hereunder unremarkable in the area covered by the Licensee during any period which includes the period of this license or any part thereof. Licensee also acknowledges that, by reason of the foregoing, no method exists for accurate measurement of damages for any breach of Licensee's agreement to pay Licensor as provided in this Agreement. It is therefore agreed that, in addition to all other remedies available at law, in equity, or under other provisions of this Agreement, Licensor shall be entitled (upon breach by Licensee of such agreement to pay Licensor) to recover from licensee, as liquidated damages, the total unpaid license fees for all telecasts authorized hereunder, whether or not such telecasts actually occur, and in addition, reasonable attorney's fees or collection agency fees if an attorney is retained by Licensor at any time to enforce the provisions hereof, plus such other amounts as may be due hereunder. The remedies provided herein are not exclusive but are cumulative and in addition to all other remedies existing at law, in equity, or in case courts of bankruptcy. In the event that neither party commences litigation to enforce, interpret or declare any assignment of the terms, covenants, conditions or transfer obligations of this License Agreement, prevailing party shall be entitled to recover all costs, fees and expenses of or in violation of Section 26 belowpreparation for, Licensor maylitigation, at its optionappeal, terminate review, or post-judgement or order, collection or enforcement efforts. All parties to this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding Agreement agree that the foregoing, Licensor court shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained retain and reserve jurisdiction in any other provision judgement over the parties and the subject matter for purposes of enforcing this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licenseeparagraph. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition to and not a. If Lessee defaults in limitation the performance of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the any terms of Section 15, the following events are also deemed to be events this Agreement and that default remains for a period of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided of default to Licensee Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the full amount of rent remaining to be paid hereunder due and, in the former event, may re-enter and repossess all of the premises, with process of law, and remove Lessee and require Lessee to remove the building and personal property from the premises. Lessor may also use any manner allowed by Licensorlaw to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be subject to eviction and removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and expenses due Lessor by Xxxxxx. b. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination or expiration of this Agreement, Lessor may sue Lessee in case any manner allowed by law to evict Lessee and such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the same pursuant to the laws of the State of Wyoming. c. Neither party shall be held to be in breach of the Agreement because of any assignment failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by Lessee to pay rental fees or transfer other charges pursuant to this Agreement. d. Upon termination or expiration of this License in violation Agreement, and provided a new lease is not negotiated pursuant to paragraph four, said Xxxxxx agrees to surrender and deliver up possession of Section 26 belowthe premises to Lessor, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor and Xxxxxx shall have the right to terminate this License immediately if Licensee fails to provide evidence remove the equipment from the premises provided it leaves the premises in the same or better condition as when entered upon by Lessee; in the event Lessee does not remove the equipment within a period of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' days after the termination or expiration of this Agreement Lessor may sue Lessee in any manner allowed by law to evict Xxxxxx and Xxxxxx’s equipment from the land including but not limited to forcible entry and detainer and eviction. e. This Agreement may also be terminated upon mutual written notice agreement by the parties or pursuant to Section 5 of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior this agreement. f. The parties are entitled to all rights pursuant to the date of termination or thereafter in case by the terms laws of the License it is provided that anything shall or may be done after termination hereofState of Wyoming regarding unlawful entry and detainer, the foreclosure of liens, and the power of eminent domain.

Default and Termination. In addition to and not a. If Lessee defaults in limitation the performance of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the any terms of Section 15, the following events are also deemed to be events this Agreement and that default remains for a period of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided of default to Licensee Lessee at Lessee’s address above, Lessor may terminate this Agreement or declare the full amount of rent remaining to be paid hereunder due and, in the former event, may re-enter and repossess all of the premises, with process of law, and remove Lessee and require Lessee to remove the building and personal property from the premises. Lessor may also use any manner allowed by Licensorlaw to regain possession of the premises including but not limited to forcible entry and detainer under the laws of the State of Wyoming and Lessee shall be subject to eviction and removal with process of law. Lessor shall also be entitled to recover all costs, rental fees, attorney fees and expenses due Lessor by Xxxxxx. b. Upon termination of this Agreement, whether by expiration of the term or through termination, the Lessee shall within sixty (60) days from date of notice remove all personal property from the premises. If Lessee does not remove such property within sixty (60) days after the termination or expiration of this Agreement, Lessor may sue Lessee in case any manner allowed by law to evict Lessee and such property including but not limited to forcible entry and detainer and eviction. Lessor shall have a lien on such property and may foreclose on the same pursuant to the laws of the State of Wyoming. c. Neither party shall be held to be in breach of the Agreement because of any assignment failure to perform any of its obligations hereunder if said failure is due to any cause for which it is not responsible and over which it has no control. However, this shall not apply to failure by Lessee to pay rental fees or transfer other charges pursuant to this Agreement. d. Upon termination or expiration of this License in violation Agreement, and provided a new lease is not negotiated pursuant to the terms of Section 26 belowthis Agreement, Licensor maysaid Xxxxxx agrees to surrender and deliver up possession of the premises to Lessor, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor and Xxxxxx shall have the right to terminate remove the building from the premises providing it leaves the premises in the same or better condition as when entered upon by Lessee; in the event Lessee does not remove the building within a period of one hundred eighty (180) days after the termination or expiration of this License immediately Agreement Lessor may sue Lessee in any manner allowed by law to evict Xxxxxx and Xxxxxx’s building from the land including but not limited to forcible entry and detainer and eviction. “Same or better condition” means that the building foundation, floor or apron should be left in-place if Licensee fails to provide evidence of insurance as required it is in Section 15suitable condition for use with a new building but should be removed from the premises if it is not. 23.2 Should Licensee not comply fully with e. This Agreement may also be terminated upon mutual written agreement by the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licenseeparties. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver f. The parties are entitled to all rights pursuant to the laws of the right to terminate this License for any subsequent default or defaultsState of Wyoming regarding unlawful entry and detainer, nor shall any such waiver in any way affect Licensor's ability to enforce any Section the foreclosure of this License. The remedies set forth in this Section 23 shall be in addition toliens, and not in limitation of, any other remedies that Licensor may have at law or in equitythe power of eminent domain. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 18.01 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee Grantee fails to cure said default within observe and perform the material terms and provisions of this Agreement and such failure continues for a period of thirty (30) days after written notice from Grantor (or if such failure is provided not susceptible of a cure within such thirty (30) day period, cure has not been commenced and diligently pursued thereafter to Licensee by Licensorcompletion), then Grantor may (A) terminate this Agreement and the Term, in whole or in case part, in which event Grantor shall have no further duties or obligations hereunder, and (B) subject to Article 15, pursue any legal remedies it may have under applicable law or principles of any assignment or transfer equity relating to such default, including an action for damages, specific performance and/or injunctive relief. 18.02 If Grantor fails to observe and perform the material terms and provisions of this License Agreement and such failure continues for a period of thirty (30) days after written notice from Grantee (or if such failure is non-monetary in violation nature and is not susceptible of Section 26 belowa cure within such thirty (30) day period, Licensor maycure has not been commenced and diligently pursued thereafter to completion), at its option, then Grantee may (A) terminate this License by serving five (5) days' notice Agreement and the Term, in writing upon Licensee. Notwithstanding the foregoingwhole or in part, Licensor in which event Grantee shall have the right no further duties or obligations hereunder, and (B) subject to terminate this License immediately if Licensee fails Section 18.03 and Article 15, pursue any legal remedies it may have under applicable law or principles of equity relating to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materialssuch default, notwithstanding anything contained in any other provision of this Licenseincluding an action for damages, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this Licensespecific performance and/or injunctive relief. The remedies set forth Nothing in this Section 23 18.02 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensorlimit Grantee's rights to terminate this License for failure Agreement pursuant to provide evidence other provisions of insurance or occurrence of defaults as described abovethis Agreement that do not give Grantor any opportunity to cure, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon and Section 18.02 is not intended to require that Grantee must first give Grantor the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening opportunity to cure prior to terminating the Agreement and seeking the relief permitted therein. 18.03 Notwithstanding anything contained in this Agreement to the contrary, Grantee's sole and exclusive remedies with respect to any failure of Grantor to deliver the Relevant Fibers by the Completion Date shall be as follows: (a) and (b) in the event that Grantor has failed to deliver the Relevant Fibers to Grantee within *** after the Completion Date, then Grantee shall be entitled to terminate the IRU in such Grantor System and recover back from Grantor the percentage of the IRU Fee already paid by Grantee, plus interest at the Prime Rate plus *** from the date of termination or thereafter in case by Grantee's payment until the terms date of the License it is provided that anything shall or may be done after termination hereof.refund. ***

Default and Termination. In addition (1) If and whenever: a. the Licensee fails to pay any charges due under this Agreement or the MOU within three (3) months of the day appointed for payment, whether lawfully demanded or not; b. the Licensee fails to keep, observe or perform any of the other terms, conditions, covenants and agreements herein contained which the Licensee is required to keep, observe or perform for three (3) months after notice in writing of such failure has been given to the Licensee and such failure has not been cured; c. the Licensee becomes bankrupt or insolvent or takes the benefit of any act now or hereafter in limitation force for bankrupt or insolvent debtors, or files any proposal or makes any assignment for the benefit of Licensor's right to terminate for failure to provide evidence creditors; or d. the Licensee assigns or encumbers the whole or any part of insurance as required pursuant to the Property or permits the use or occupation of any portion of the Property by anyone, except in the manner permitted in this Agreement or by the terms of Section 15the MOU, including without limitation, using the Joint Leadership Committee as set out in the MOU to permit UFP to sublicence, share or part with possession of any or all of the Licensed Property; then, and in any such case, at the option of the Licensee, the following events are also deemed to be events full amount of the current month's Licence Fee shall immediately become due and payable and the Licensor may, at its sole option, terminate this Agreement. (2) If the Licensee is in default pursuant to which of any obligation or covenant under this Agreement or the MOU, the Licensor has shall provide notice the right to terminate as set forth below: 23.1 If default Licensee in writing and the Licensee shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within have thirty (30) days after written notice is provided to rectify such default. If the Licensee by Licensorfails to rectify the default in this timeframe, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right right, to terminate this License immediately if remedy or attempt to remedy any such default of the Licensee fails and, in so doing, may make any payments due from the Licensee to provide evidence third parties and may do any work or other things on the Licensed Space necessary to remedy such default. All expenses of insurance the Licensor incurred in remedying or in attempting to remedy such default shall be payable by the Licensee to the Licensor forthwith upon demand together with interest thereon as required set out above, and the Licensor shall not be liable for any loss or damage to the Licensee's property or business caused by the acts of the Licensor in Section 15remedying or attempting to remedy any default. 23.2 Should Licensee not comply fully with (3) No condoning, excusing or overlooking by the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default default, breach or defaults non-observance by the Licensee at any time or times in respect of any covenants, provisos or conditions contained in this Agreement shall not constitute operate as a waiver of the right Licensor's rights hereunder in respect of any continuing or subsequent default, breach or non-observance so as to terminate this License for any defeat or affect such continuing or subsequent default or defaultsbreach, nor and no waiver shall any such be inferred or implied by anything done or omitted by the Licensor, save only an express waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equitywriting. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof.

Default and Termination. In addition A. Rite Aid shall be in default under this Agreement and all rights granted herein shall automatically terminate upon notice to Rite Aid if Rite Aid shall make a general assignment for the benefit of creditors; if a petition in bankruptcy is filed by Rite Aid or such a petition is filed against and not opposed by Rite Aid; or if Rite Aid is adjudicated a bankrupt or insolvent; or if a bill in limitation equity or other proceeding for the appointment of Licensora receiver xx Rite Aid or other custodian for Rite Aid's right business or assets is filed and consented to by Rite Aid; or if a receiver or other custodian (permanent or temporary) of Rite Aid or Rite Aid's assets or property, or any part thereof, is appointed by any court of competent jurisdiction; or of a proceeding for a composition with creditors under any state or federal law is instituted by Rite Aid or such proceeding is instituted against and not opposed by Rite Aid. B. Upon the occurrence of any of the following events, Rite Aid shall be in default hereunder, and GNC may, at its option, issue a Notice of Default and, subject to Rite Aid's having an opportunity to cure all such defaults within sixty (60) days after the receipt of the Notice of Default. If Rite Aid fails to cure within the 60 day period, this Agreement and all rights granted hereunder, will terminate for failure effective immediately upon receipt of notice of termination from GNC by Rite Aid. (1) If Rite Aid fails, refuses, or neglects promptly to provide evidence pay when due any monies owing to GNC or its subsidiaries or affiliates, or to submit the financial information required under this Agreement. (2) If Rite Aid fails to maintain any of insurance as required the standards or procedures prescribed by GNC in this Agreement or pursuant to the terms System. (3) If Rite Aid refuses to permit GNC to inspect the Store premises in which the Business is operated, or the books or records of Rite Aid related to the Businesses, upon demand. (4) Otherwise fails to comply with any of its obligations under this Agreement (Rite Aid agrees that for violations of its obligations under Section 15VI-D it will begin actions to cure such violations immediately upon receipt of such notice, and diligently proceed to cure). C. Upon the occurrence of any of the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default Rite Aid shall be made in any of Licensee's covenantsdefault hereunder, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor GNC may, at its option, terminate this License Agreement and all rights granted hereunder, without affording Rite Aid any opportunity to cure the default, effective immediately upon receipt of notice by serving five Rite Aid. (51) days' notice in writing upon Licensee. Notwithstanding If Rite Aid misuses or makes any unauthorized use of the foregoingProprietary Marks or other identifying characteristics of the System as to the Business, Licensor shall have the right to terminate this License immediately if Licensee materially or intentionally fails to provide evidence comply with any federal, state or local law or regulation, including but not limited to FTC requirements, concerning the sale of insurance as required products in Section 15the GNC Plan-O-Gram and thereby materially impairs the goodwill associated with the Proprietary Marks or GNC rights therein; or otherwise materially impairs the goodwill associated therewith or GNC's rights therein. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (52) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, If Rite Aid at any time, by serving thirty time generally ceases to operate or otherwise substantially abandons the Business; (303) days' If Rite Aid purports to transfer or assign this Agreement to any third party without GNC's prior written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior consent; contrary to the date of termination or thereafter in case by the terms of Section XIV of this Agreement; (4) If Rite Aid knowingly maintains false books or records or submits or makes any false reports or statements to GNC; D. Excluding GNC company owned or franchise Stores opened on or before February 7, 1999, in the License it event that GNC allows a new location to be built, franchised or licensed that encroaches on the Protected Territory of any Location on Exhibit A, GNC shall have one of the following obligations: (1) If the offending site is a GNC company store, GNC will immediately cease retail sales of GNC Brand Products at the site and will as soon as possible remove all interior and exterior signs which identify the site in any manner confusingly similar to the manner in which the Business is operated at the Stores so that the offending site does not encroach on the Protected Territory; (2) If the offending site is not a GNC company store, GNC will take whatever action is necessary within ninety (90) days, so that within 90 days the offending site does not encroach on the Protected Territory. GNC shall incur graduated penalties for violations which occur within any rolling twelve (12) month period as follows: 1. For the first violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 2. For the second violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 3. For the third violation which is not cured as provided in (1) or (2) above - $[*] plus GNC's profit from the encroaching location until the offending site no longer encroaches. 4. If violations occur more than three times in any rolling twelve (12) month period, then Rite Aid may withhold all unpaid Initial Fees due and to become due until the rate of violation becomes less than three times in any rolling twelve (12) month period E. GNC and Rite Aid agree that anything shall for purposes of calculating (i) the Protected Territory with respect to a Location and (ii) whether or may not a proposed location fails to meet the Site Designation Criteria, the calculations of distances will be done after termination hereofmade using the software generally being used by GNC in its site analysis with respect to franchise locations at the time the original calculation is made (the "Computer Software") and as so calculated will be final and binding upon Rite Aid and GNC absent manifest error. With respect to any Location or proposed location within a shopping center not within a Major Metropolitan City Center, the latitude and longitude of the Location or proposed location shall, if available, be those designated by the owner of the shopping center.

Default and Termination. In addition (a) This Agreement and the license herein granted to and not Licensee shall be terminable by Licensor immediately upon written notice of termination to Licensee, without Licensee having an opportunity to cure or otherwise avoid termination, in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed event: (i) Licensee is declared bankrupt or judicially determined to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreementsinsolvent, or obligations contained in this License and all or a substantial part of the assets of Licensee are assigned to or for the benefit of any creditor, or Licensee admits its inability to pay its debts as they come due; (ii) Licensee fails to cure said default within operate under or in connection with any of the Licensed Xxxx for a period of thirty (30) consecutive days; (iii) Licensee fails, for a period of ten (10) days after notification of non-compliance, to comply with any federal, state or local law or regulation applicable to the Licensed Xxxx or otherwise to the operation of the Licensee’s business; (iv) Licensee attempts or purports to assign or otherwise delegate to any other party Licensee’s rights or responsibilities under this Agreement; (v) any change or transfer occurs in the ownership of the outstanding shares of voting stock in the Licensee which shifts the majority ownership and control of such shares from that existing as of the effective date of this Agreement; or (vi) Licensee is convicted of or pleads guilty or no contest to a felony or any other crime which licensor believes is likely to adversely affect the reputation or goodwill of the Licensed Xxxx. (b) In the event Licensee otherwise materially defaults in the performance of any of the terms of this Agreement, Licensor, in addition to all remedies available to Licensor at law or in equity, may give written notice of termination of this Agreement to Licensee, specifying the nature of the default, and this Agreement shall be automatically terminated unless such default is provided to Licensee cured within fifteen (15) days after such written notice thereof. Each party shall be excused for any delay or default in the performance of this Agreement caused by Licensorany act of God, governmental restriction, wars, strikes, other work stoppages, fires, floods, or in case of any assignment other event or transfer of condition beyond its control. All notices and communications required or permitted to be sent under this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice Agreement shall be deemed made and delivered when transmitted in writing upon Licenseeby registered or certified mail, return receipt requested, addressed to the receiving party at: or at such other address as shall be notified to the other party in compliance with this paragraph. This writing constitutes the entire agreement between the parties with respect to the subject matter hereof and no modifications or revisions hereof shall have any force or effect unless the same are made in writing and executed by the party against whom the enforcement is sought. (c) Notwithstanding the foregoing, either Licensor or Licensee shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, Agreement at any time, time without cause by serving giving at least thirty (30) days' days written notice to the other party in advance of the effective date termination is to take place. (d) In the event of termination upon the other party. Such termination of this Agreement for any reason, Licensee shall not release either party hereto from immediately cease any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms further use of the License it is provided that anything shall or may be done after termination hereofLicensed Xxxx.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written Termination by notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, The Company may terminate this License agreement by serving five (5) giving the Manager not less than [30] days' notice in writing upon Licenseenotice. Notwithstanding the foregoing, Licensor shall have the right to Termination for default The Company may terminate this License immediately agreement by Notice with immediate effect if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with it reasonably believes the obligations of Section 17 regarding the handling or transporting of Hazardous Materials, notwithstanding anything contained in Manager: has breached any other provision of this Licenseagreement and either: the breach cannot be remedied; or if the breach is remediable, Licensor mayit has not been remedied after 14 days’ Notice being provided to the Manager advising of the breach; or has become the subject of an Insolvency Event. The rights available to a party under this clause 13.2 do not affect any other right or remedy otherwise available to it. Consequences of termination Upon receipt of a termination Notice, the Manager must immediately: cease provision of the Services; take all possible action at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor cost to ensure the safety of any default or defaults shall not constitute a waiver all Personnel and the protection of all goods and services that formed part of the right relevant Services to terminate the Company; return to the Company any items issued to the Manager by the Company; take all possible action to mitigate any liability incurred by it as a result of such termination; and any other action reasonably required by the Company in relation to the termination. Subject to this License agreement, upon termination, the Company: will not be liable for any subsequent default Management Fees that are or defaultshave been deferred under clause 5.2, nor shall but are unpaid as at the date of termination; must in accordance with clause 5 calculate the Management Fee (if any) for the Payment Period ending on the End Date or the date of termination (as applicable); will be liable only to pay that part of an Invoice (including any such waiver in any way affect Licensor's ability invoice for the Management Fee to enforce any Section be calculated under clause 13.3(b)(ii)) which is due and owing to the Manager under this agreement as at the date of termination. Clause 1 (Definitions and interpretation), clause 9 (Confidentiality), clause 6 (Intellectual property), clause 11 (Indemnities), this clause 13.3 (Consequences of termination), clause 14 (GST) and clause 16.9 (Governing law and jurisdiction) survive termination or expiry of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, agreement together with any other remedies term which by its nature is intended to do so. Termination of this agreement does not affect any rights, remedies, obligations or liabilities of the parties that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior accrued up to the date of termination termination, including the right to claim damages in respect of any breach of the agreement which existed at or thereafter before the date of termination. GST GST Words used in case this clause 14 that have a defined meaning in the GST Law have the same meaning as in the GST Law unless the context indicates otherwise. Unless expressly stated otherwise, the consideration for any supply under or in connection with this agreement is exclusive of GST. To the extent that any supply made under or in connection with this agreement is a taxable supply (other than a supply made under another agreement that contains a specific provision dealing with GST), the amount payable by the terms recipient is the consideration provided under this agreement for that supply (unless it expressly includes GST) plus an amount (additional amount) equal to the amount of that consideration (or its GST exclusive market value) multiplied by the rate at which GST is imposed in respect of the License supply. The recipient must pay the additional amount at the same time as the consideration to which it is provided that anything shall or may be done after termination hereofreferable, and upon the issue of an invoice related to the supply.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor a. Optionee shall have the right to terminate this License immediately Option as to all or any portion of the Mining Property at any time by giving Optionor written notice of such termination and paying to Optionor Royalty, if Licensee fails any, as may have accrued under the Option. Upon termination by Optionee under this section as to provide evidence all of insurance as required in Section 15the Mining Property, Optionee shall have no further obligations under this Option with respect to the Mining Property, or to any portion thereof, to which such termination applies. 23.2 b. Should Licensee not comply fully with Optionee default in the performance of any of its obligations under this Option (other than the obligation to pay Advance Minimum Royalty or Royalty when due) and having been given written notice of Section 17 regarding such default by Optionor, fail promptly to commence, and then to prosecute diligently, such measures as are appropriate for the handling curing of the default, or transporting of Hazardous Materials, notwithstanding anything contained should Optionee in any other provision of this Licenseevent fail to cure the default as nearly as possible within sixty (60) days or such longer period as may reasonably be required after having been given such notice thereof, Licensor maythen in such event, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. 23.3 Any waiver by Licensor of any default or defaults Optionor shall not constitute a waiver of have the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section Option and all of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of LicensorOptionee's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any timeunder the Option, by serving thirty (30) days' giving to Optionee written notice of such termination. Should Optionee default in the payment of Advance Minimum Royalty or Royalty when due and, after having been given written notice of such default, fail to make such payment within twenty (20) days after such notice is given, Optionor shall have the right to effect such termination upon the by giving to Optionee written notice thereof. Any termination under this Section 13.b shall be without prejudice to any claim that Optionor may have for damages or other party. Such termination shall not release legal or equitable relief against Optionee. c. Should either party hereto from default in the performance of this Option, or any liability of the covenants, terms or obligation under conditions herein contained, then such party shall pay all costs and expenses, including reasonable attorneys' fees, incurred by the License, whether of indemnity non-defaulting party in enforcing this Option or otherwise, resulting from any acts, omissions or events happening prior to the date remedies provided herein. c-1. If Optionee has provided notice of termination or thereafter in case by the terms after June 30 of the License it is provided any year, then Optionee shall be responsible for payment and filing of all annual claim maintenance fees, documents, and notices for that anything shall or may be done after termination hereofgiven year.

Default and Termination. In addition to and not in limitation of Licensor's right to terminate for failure to provide evidence of insurance as required pursuant to the terms of Section 15, the following events are also deemed to be events of default pursuant to which Licensor has the right to terminate as set forth below: 23.1 If default shall be made in any of Licensee's covenants, agreements, or obligations contained in this License and Licensee fails to cure said default within thirty (30) days after written notice is provided to Licensee by Licensor, or in case of any assignment or transfer of this License in violation of Section 26 below, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing upon Licensee. Notwithstanding the foregoing, Licensor shall have the right to terminate this License immediately if Licensee fails to provide evidence of insurance as required in Section 15. 23.2 Should Licensee not comply fully with the obligations of Section 17 regarding the handling or transporting of Hazardous Materialshazardous waste or hazardous material, notwithstanding anything contained in any other provision of this License, Licensor may, at its option, terminate this License by serving five (5) days' notice in writing of termination upon Licensee. 23.3 Any waiver by Licensor of any default or defaults shall not constitute a waiver of the right to terminate this License for any subsequent default or defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any Section of this License. The remedies set forth in this Section 23 shall be in addition to, and not in limitation of, any other remedies that Licensor may have at law or in equity. 23.4 In addition to and not in limitation of Licensor's rights to terminate this License for failure to provide evidence of insurance or occurrence of defaults as described above, this License may be terminated by either party, at any time, by serving thirty (30) days' written notice of termination upon the other party. Such termination shall not release either party hereto from any liability or obligation under the License, whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of termination or thereafter in case by the terms of the License it is provided that anything shall or may be done after termination hereof. 23.5 Licensee agrees not to assert that termination of this License is a discontinuance in service that requires prior approval by the FCC and represents and warrants that it has redundant facilities that would allow it to continue the provision of service after termination of this License.