Common use of Default by Licensee Clause in Contracts

Default by Licensee. The following shall be events of default hereunder: If Licensee (i) becomes the subject of any bankruptcy proceeding or foreclosure, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) and

Default by Licensee. The following If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, FilmL.A. or Licensor shall give Licensee written notice of such non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be events in default of this Agreement. In the event of Licensee’s default hereunder: , Licensor may terminate this Agreement whereupon the term of this Agreement shall expire, and Licensee shall quit and surrender the Property to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and remove all persons therefrom. If Licensee (i) becomes the subject of breaches any bankruptcy proceeding or foreclosurecovenant, becomes insolventobligation, makes an assignment for the benefit of its creditorsrequirement, or a receivercondition set forth in this Agreement, liquidator or trustee is appointed for its affairs; (ii) fails so long as Licensee continues to make payment of occupy the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor mayArea, in addition to any other rights it may haveand all remedies available to Licensor at law, terminate Licensee hereby agrees that Licensor shall have the Agreement, in which event Distributor shall be entitled right to the immediate return of all Copies theretofore delivered file an unlawful detainer action to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in recover possession of Licensee and the entire unpaid balance of the License Fee for all Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the Audiovisual Work(sunlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and FilmL.A. shall have the right to cancel and terminate this Lease, immediately and without notice, upon the discovery of a violation of any term, condition, or provision of this Lease on the part of the Licensee that may, in FilmL.A. or Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. After a hearing before the Board of Education, any Licensee found to be in violation of any provision of the Lease may be denied the right to lease the Licensor’s facilities for a period of up to five (5) hereunder shall immediately become due and payable; providedyears. Notwithstanding anything to the contrary contained herein, however, that except in the event of a default specified in (v) abovethe provisions of Section 6 of this Agreement, only that portion Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the unpaid balance production as a result of a default by Licensee under this Agreement; provided, however, the License Fee which is attributable foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to telecasts occurring before such seek monetary damages of any kind for any default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to of the terms hereof and the industry custom provisions of licensing programming substantially in advance of scheduled telecastthis License, a default any such right to monetary damage hereby being hereby expressly reserved by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andLicensor.

Default by Licensee. The following shall a. If LICENSEE allows the license fees payable hereunder to be events in arrears more than ten days after the due date thereof, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement; or in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of default hereunder: If Licensee the Licensed Space, without terminating this Agreement, and expel or remove all persons and property therefrom, without being (ia) becomes the subject deemed guilty of any manner of trespass, (b) liable for prosecution, or (c) liable on any claim for damages therefor, and re-let the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, or any renewal thereof, to a party satisfactory to LICENSOR, and at such monthly license fees as LICENSOR may with reasonable diligence be able to secure. If LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such license fees are less than the license fees LICENSEE was obligated to pay under this Agreement, or any renewal thereof, then LICENSEE shall pay to LICENSOR the amount of such deficiency plus the expense of locating a new licensee without limitation, brokers' fees incurred by LICENSOR in connection with finding a new licensee for the whole or any part of the Licensed Space and all reasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. However, notwithstanding anything contained in this Agreement to the contrary, in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding or foreclosure, becomes insolvent, makes an assignment is pending. If LICENSEE remains in default under any other condition of this Agreement for a period of thirty days after the benefit date of its creditorsreceipt of written notice from LICENSOR, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment if any other person than LICENSEE secures possession of the License Fee Licensed Space, or any portion thereof when due part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or otherwise breaches other operation of law in any material provision hereof; (iii) breaches manner whatsoever, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement or exercise any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, remedies listed above in addition to any other rights it may have, terminate the Agreement, in which event Distributor this Section 27. b. LICENSEE agrees that LICENSOR shall be entitled to the immediate return benefits of all Copies theretofore delivered provisions of law respecting the speedy recovery of land and tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall not be subject to (prosecution or otherwise containing liability as a duplicate result of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payablesaid entry or repossession, and LICENSEE shall compensate LICENSOR for its reasonable expenses of making such entry and repossession. c. Notwithstanding anything to the balance contrary herein contained, if LICENSEE is default under the terms of this Agreement five or more times within a one hundred and eighty day period, regardless of whether such events of default are timely cured, such defaults will be deemed deliberate and not curable on the License Fee payable last occasion thereof, thereby giving LICENSOR the immediate right to have recourse to all LICENSOR's remedies hereunder. d. The remedies of LICENSOR hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor maydeemed cumulative and no remedy of LICENSOR, during the existence of an unremedied breach of the Agreement, suspend delivery to whether exercised by LICENSOR or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereundernot, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom be an exclusion of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andany other.

Default by Licensee. The following 16.1: In the event that the LICENSEE shall default in the payment of any installment of license fee or other sums herein provided for, and said default shall continue for ten (10) days, or if the LICENSEE shall default in the observance or performance of any other of the LICENSEE’S covenants, agreements or obligations hereunder, and such default shall continue for thirty (30) days, or if the LICENSEE shall be events of default hereunder: If Licensee (i) becomes declared bankrupt or insolvent according to the subject of any bankruptcy proceeding law, or foreclosure, becomes insolvent, makes shall enter an assignment for the benefit of its creditors, then the LICENSOR shall have the right thereafter to enter and take complete possession of the Licensed location pursuant to any process required by law and to terminate this License and/or remove the property of the LICENSEE, without prejudicing any other remedies available under this License or a receiverat law, liquidator for arrears of license fee or trustee is appointed other damages. 16.2: The LICENSEE shall indemnify the LICENSOR against all loss of license fee and other payments which the LICENSOR may incur by reason of such termination during the residue of the term of this License or any extension thereof. 16.3: If the LICENSEE shall default in the observance or performance of any conditions or covenants on LICENSEE'S part to be observed or performed under or by virtue of any of the provisions of this License, the LICENSOR, without being under any obligation to do so and without thereby waiving such default, may remedy such default for its affairs; (ii) fails to make the account and at the expense of the LICENSEE. If the LICENSOR makes any expenditures or incurs any obligations for the payment of money in connection therewith, including, but not limited to, reasonable attorneys, fees in instituting, prosecuting or defending any action or proceedings, such sums paid or obligations incurred, with interest at the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; rate of twelve (iii12) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice percent per annum and costs, shall be paid to the LICENSOR by Distributor; (iv) loses its broadcast the LICENSEE forthwith as additional license pursuant to an action fee. 16.4: Failure on the part of the Federal Communications Commission LICENSOR to complain of any action or nonaction on the part of the LICENSEE, no matter how long the same may continue, shall never be deemed to be waiver by the LICENSOR of any of its rights hereunder. 16.5: No waiver at any time of any of the provisions hereof by the LICENSOR shall be construed as a waiver of any of the other duly constituted governmentalprovisions hereof, judicial and a waiver at any time of any of the provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or legislative authority; approval of the LICENSOR to or (v) breaches its obligations under Paragraph 7 aboveof any action by the LICENSEE requiring the LICENSOR'S consent or approval shall not be deemed to waive or render unnecessary the LICENSOR'S consent or approval to or of any subsequent similar act by the LICENSEE. 16.6: No payment by the LICENSEE or acceptance by LICENSOR of a lesser amount than shall be due from LICENSEE to LICENSOR shall be treated otherwise than as a payment on account. Upon The acceptance by the LICENSOR of a check for a lesser amount with an endorsement or statement thereon, or upon any defaultletter accompanying such check, Distributor maythat such lesser amount is payment in full shall be given no effect, in addition and the LICENSOR may accept such check without prejudice to any other rights it or remedies which LICENSOR may have, terminate have against the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andLICENSEE.

Default by Licensee. The following If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, FilmL.A. or Licensor shall give Licensee written notice of such non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be events in default of this Agreement. In the event of Licensee’s default hereunder: , Licensor may terminate this Agreement whereupon the term of this Agreement shall expire, and Licensee shall quit and surrender the Property to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and remove all persons therefrom. If Licensee (i) becomes the subject of breaches any bankruptcy proceeding or foreclosurecovenant, becomes insolventobligation, makes an assignment for the benefit of its creditorsrequirement, or a receivercondition set forth in this Agreement, liquidator or trustee is appointed for its affairs; (ii) fails so long as Licensee continues to make payment of occupy the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor mayArea, in addition to any other rights it may haveand all remedies available to Licensor at law, terminate Licensee hereby agrees that Licensor shall have the Agreement, in which event Distributor shall be entitled right to the immediate return of all Copies theretofore delivered file an unlawful detainer action to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in recover possession of Licensee and the entire unpaid balance of the License Fee for all Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the Audiovisual Work(sunlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and FilmL.A. shall have the right to cancel and terminate this Lease, immediately and without notice, upon the discovery of a violation of any term, condition, or provision of this Lease on the part of the Licensee that may, in FilmL.A. or Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. After a hearing before the Board of Education, any Licensee found to be in violation of any provision of the Lease may be denied the right to lease the Licensor’s facilities for a period of up to five (5) hereunder shall immediately become due and payable; providedyears. Notwithstanding anything to the contrary contained herein, however, that except in the event of a default specified in (v) abovethe provisions of Section 6 of this Agreement, only that portion Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the unpaid balance production as a result of a default by Licensee under this Agreement; provided, however, the License Fee which is attributable foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to telecasts occurring before such seek monetary damages of any kind for any default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andof

Default by Licensee. The following events shall be events of default hereunder: If constitute a "Default" by Licensee under this Agreement: (i1) becomes the subject of any bankruptcy proceeding or foreclosure, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any material representation, warranty, covenant, condition or obligation set forth in this Agreement and not otherwise specifically addressed in subsections 13.A(2) through 13.A(10) below, which breach is not cured within ten (10) days following notice to Licensee of such breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s breach, it shall not be required to give notice or wait any period of time before pursuing any remedies hereunder or under applicable law; (2) material violation of the Arena's rules and regulations; (3) any misrepresentation by Licensee to Licensor regarding the subject matter of the Event or materials used in connection with the Event; (4) partial or total abandonment by Licensee of the Arena, or failure of Licensee to use the Arena on a performance day as contemplated herein; (5) failure of Licensee to obtain the insurance or any license or permit required hereunder; (6) the return of any Licensee check for insufficient funds; (7) cessation by Licensee of its business as a going concern, or the insolvency or bankruptcy of Licensee or the initiation of any bankruptcy or other agreement between insolvency proceedings by or against Licensee, or the appointment of a receiver or trustee for Licensee or Licensee's property; or (8) any attempt by Licensee to assign this Agreement in violation of Subsection 19.C. below. In the event of a Default by Licensee, Licensor may terminate this Agreement upon notice to Licensee, and Distributor with respect to all monies held hereunder may be applied by Licensor for the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term payment of the Agreement in Licensee's area License Fee, sales or amusement taxes, or other charges due and payable to Licensor at the date of exclusivity as defined by Paragraph 16the Default. ConsequentlyLicensor may, no method exists for accurate measurement of damages upon after the happening occurrence of an event of default Default, enter and remove all persons from the Arena and all or any property therefrom, and sell such property as a set off against monies owed to Licensor hereunder. In the event of a breach or threatened breach by LicenseeLicensee of any of its agreements or obligations hereunder, Licensor shall have the right of injunction and the right to invoke any other remedy allowed at law or in equity. Therefore, in addition to all other Licensor's rights and remedies available to Distributor, Distributor set forth in the paragraph in connection with a Licensee Default shall be entitled upon default as specified cumulative, and shall be non-exclusive of all other right and remedies under this Agreement, at law or in (ii) andequity, including without limitation the right to recover all damages suffered by Licensor.

Default by Licensee. The Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee of each of the terms and conditions herein contained, all of which are of the essence of this Agreement. In addition and without prejudice to any and all other remedies available to it hereunder or otherwise, Licensor, at its option, shall have the right to terminate this Agreement on fifteen (15) business days prior written notice to Licensee, upon the occurrence of any of the following shall be events of default hereunderevents, provided that during such fifteen (15) business day period, if curable, Licensee fails to cure such breach to Licensor’s reasonable satisfaction: If Licensee (i) becomes Licensee defaults in the subject due performance of any bankruptcy proceeding of the terms or foreclosureconditions to be performed by it hereunder, becomes insolvent, makes an assignment for the benefit of its creditors, (ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator or trustee of Licensee’s property is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 aboveappointed. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in In the event of a default specified in termination pursuant to this Paragraph 10.1, the following shall apply: Licensor shall have the right to keep and retain absolutely any deposit and any other payments theretofore made to Licensor as and for Licensor’s partial liquidated damages and on account of any claims Licensor may then have or thereafter have against Licensee. Licensor shall have the right at its option to (vi) abovebe subrogated to the rights of Licensee under any contract made by Licensee with third parties for the distribution or exhibition of any Film and/or Digital Content supplied by Licensor hereunder, only (ii) enforce the performance of each of such contracts, (iii) receive and retain as and for its own property all monies that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately may become due and payablepayable thereunder, and (iv) generally in every way, succeed to the balance right, title and interest of Licensee in, to and under all such contracts. Licensee shall immediately return, free of charge, all Materials relating to the Films and/or Digital Content embraced herein. If Licensee fails to do so, Licensor shall have the right to seize and take possession of the License Fee payable hereunder shall same wherever they may be adjusted in accordance with Paragraph 11 abovefound and enter any building, warehouse, office or other place for the purpose of taking such possession. Distributor may, during To enforce the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, performance of all Copies. If Distributor so electssuch contracts as set forth in Paragraph 10.1.2 above and for each purpose set forth herein, any breach Licensee in such case appoints Licensor as Licensee’s true and lawful attorney-in-fact to (i) do all things and to take all steps and legal proceeding which Licensor may deem necessary, proper or expedient to enforce such contracts and the payment by Licensee the parties thereto of any other agreement between Licenseeall monies that may become due and payable thereunder, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andto secure possession of all Materials.

Default by Licensee. A. The following shall be events of default hereunder: If Licensee (i) becomes the subject occurrence of any bankruptcy proceeding one or foreclosuremore of the following events shall constitute a default hereunder by Licensee and County may exercise the right to immediately terminate the License: 1) The abandonment or vacating of the Premises by Licensee; 2) The failure by Licensee to make any payment of fees or any other sum payable hereunder by Xxxxxxxx, becomes insolventas and when due, makes an where such failure shall continue for a period of six (6) calendar days after written notice thereof from County to Licensee; 3) The making by Licensee of any general assignment for the benefit of creditors; or, the appointment of a trustee or receiver to take possession of substantially all of Licensee's assets located at the Premises or of Licensee's interest in this License, where such seizure is not discharged within thirty (30) days; or, Licensee's convening of a meeting of its creditors, or any class thereof, for the purpose of effecting a receiver, liquidator moratorium upon or trustee is appointed for composition of its affairs; (ii) fails to make payment debts. In the event of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any such default, Distributor mayneither this License nor any interests of Licensee in and to the Premises shall become an asset in any of such proceedings. In any such event, and in addition to any and all rights or remedies of County provided hereunder or by law, it shall be lawful for County to declare the term hereof ended, re-enter the Premises, take possession thereof and remove all persons therefrom, and Licensee and its creditors (other rights it than County) shall have no further claim thereon or hereunder. B. The County may have, terminate the Agreementlicense with thirty (30) days’ notice on the following condition: 1) The failure or inability by Licensee to observe or perform any of the provisions of this License to be observed or performed by Licensee, other than specified in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to A (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b1)-(3) above, where such failure shall continue for a period of thirty (30) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payablecalendar days after written notice thereof from County to Licensee; provided, however, that in if the event nature of a default specified in (v) above, only such failure is such that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall it can be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting cured by Licensee, or bothbut that more than thirty (30) calendar days are reasonably required for its cure (for any reason other than financial inability), of all Copies. If Distributor so elects, any breach by then Licensee of any other agreement between Licenseeshall not be deemed to be in default if Licensee shall commence such cure within said thirty (30) calendar days, and Distributor with respect thereafter diligently prosecutes such cure to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andcompletion.

Default by Licensee. The following If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, FilmL.A. or Licensor shall give Licensee written notice of such non-compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be events in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensor. In the event of Licensee’s default hereunder: , Licensor may terminate this Agreement whereupon the Term of this Agreement shall expire, and Licensee shall quit and surrender the License Area to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice except as granted, in writing, by Licensor. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and remove all persons therefrom. If Licensee (i) becomes the subject of breaches any bankruptcy proceeding or foreclosurecovenant, becomes insolventobligation, makes an assignment for the benefit of its creditorsrequirement, or a receivercondition set forth in this Agreement, liquidator or trustee is appointed for its affairs; (ii) fails so long as Licensee continues to make payment of occupy the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor mayArea, in addition to any other rights it may haveand all remedies available to Licensor at law, terminate Licensee hereby agrees that Licensor shall have the Agreement, in which event Distributor shall be entitled right to the immediate return of all Copies theretofore delivered file an unlawful detainer action to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in recover possession of Licensee and the entire unpaid balance of the License Fee for all Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, unlawful detainer procedure on the basis that its real property interest in the event License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and FilmL.A. shall have the right to cancel and terminate this Agreement, immediately and without notice, upon the discovery of a violation of any term, condition, or provision of this Agreement on the part of the Licensee that may, in FilmL.A. or Licensor’s discretion, jeopardize the health, safety, or welfare of the License Area or the occupants thereof. Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the production as a result of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the by Licensee under this Agreement, suspend delivery except as provided in Section 5 herein. The foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to or prohibit telecasting by Licensee, or both, seek monetary damages of all Copies. If Distributor so elects, any breach kind for any default by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to of the terms hereof and the industry custom provisions of licensing programming substantially in advance of scheduled telecastthis License, a default any such right to monetary damage hereby being hereby expressly reserved by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andLicensor.

Default by Licensee. The following shall be events of default hereunder: (a) If Licensee (i) becomes defaults in the subject performance of any bankruptcy proceeding or foreclosureobligation hereunder, becomes insolventLicensor may, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmentalParagraph 16(b) below, judicial or legislative authority; or (v) breaches at its obligations under Paragraph 7 above. Upon any default, Distributor may, option and in addition to any other rights it may haveor remedies hereunder or otherwise available at law or in equity, terminate this Agreement and the Agreementright of Licensee (and any and all users) to use the Licensed Premises and Licensed Storage Area. (b) Licensor shall provide Licensee with written notice of any alleged default, in which event Distributor and if Licensee does not cure any such default within thirty (30) days after the giving of notice, Licensor may terminate this Agreement on not less than fourteen (14) days notice (the “Termination Notice”) to Licensee. On the date specified on such Termination Notice, the term of this Agreement shall terminate and neither Licensee nor any vendor or other person claiming through or under License shall be entitled to possession or to remain in possession of or use the immediate return Licensed Premises or Licensed Storage Area but shall quit and surrender the Licensed Premises and Licensed Storage Area in a condition and order of repair substantially similar to their original condition and order of repair as of the date on which Licensee first took possession of the Licensed Premises and Licensed Storage Area, reasonable wear and tear excepted, and Licensor may exclude Licensee (including, without limitation, any or all Copies theretofore delivered of Licensee’s vendors) from access to the Licensed Premises and Licensed StorageArea. (c) On the date this Agreement terminates, whether by default by a Party or otherwise containing a duplicate of an Audiovisual Work by Licensee’s election pursuant to Paragraph 2(b) above) 10, and then in possession of thereafter, Licensor shall have the right, among other remedies, to enter the Licensed Premises and Licensed Storage Area, exclude Licensee and the entire unpaid balance of the License Fee for (including, without limitation, any or all of Licensee’s permit users or permit vehicles) therefrom and remove any or all of their property and effects. Licensee shall pay to Licensor upon demand the Audiovisual Work(s) hereunder shall immediately become due expense and payable; provided, however, that in the event costs for removal and/or storage of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so electsvehicles, any breach by Licensee of any other agreement between Licensee, and Distributor with respect all repairs to the Licensed Station which would constitute a default thereunderPremises and Licensed Storage Area, other than that attributable to reasonable wear and tear, and all other costs arising from Licensee’s default, including, but not limited to, attorney’s fees and expenses. Upon any such removal of Licensee’s or any of its vendors’ property, such property shall be deemed a default considered to have been abandoned and may either be retained by Licensor as its property or may be disposed of at public or private sale or donated as Licensor sees fit. (d) Licensee shall pay to Licensor upon demand all costs, expenses and damages incurred by Licensor in enforcing Licensee’s obligations under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a this Agreement or resulting from default by Licensee has the effect or any of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently’s permit users, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Thereforeincluding, in addition to all other rights without limitation, attorney’s fees and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andexpenses.

Default by Licensee. The following events shall be events of default hereunder: If constitute a "Default" by Licensee under this Agreement: (i1) becomes the subject of any bankruptcy proceeding or foreclosure, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any material representation, warranty, covenant, condition or obligation set forth in this Agreement and not otherwise specifically addressed in subsections 13.A(2) through 13.A(10) below, which breach is not cured within ten (10) days following notice to Licensee of such breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s breach, it shall not be required to give notice or wait any period of time before pursuing any remedies hereunder or under applicable law; (2) material violation of the Arena's rules and regulations; (3) any misrepresentation by Licensee to Licensor regarding the subject matter of the Event or materials used in connection with the Event; (4) partial or total abandonment by Licensee of the Arena, or failure of Licensee to use the Arena on a performance day as contemplated herein; (5) failure of Licensee to obtain the insurance or any license or permit required hereunder; (6) the return of any Licensee check for insufficient funds; (7) cessation by Licensee of its business as a going concern, or the insolvency or bankruptcy of Licensee or the initiation of any bankruptcy or other agreement between insolvency proceedings by or against Licensee, or the appointment of a receiver or trustee for Licensee or Licensee's property; or (8) any attempt by Licensee to assign this Agreement in violation of Subsection 19.C. below. In the event of a Default by Licensee, Licensor may terminate this Agreement upon notice to Licensee, and Distributor with respect to all monies held hereunder may be applied by Licensor for the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term payment of the Agreement in Licensee's area License Fee, sales or amusement taxes, or other charges due and payable to Licensor at the date of exclusivity as defined by Paragraph 16the Default. ConsequentlyLicensor may, no method exists for accurate measurement of damages upon after the happening occurrence of an event of default Default, enter and remove all persons from the Arena and all or any property therefrom, and sell such property as a setoff against monies owed to Licensor hereunder. In the event of a breach or threatened breach by LicenseeLicensee of any of its agreements or obligations hereunder, Licensor shall have the right of injunction and the right to invoke any other remedy allowed at law or in equity. Therefore, in addition to all other Licensor's rights and remedies available to Distributor, Distributor set forth in the paragraph in connection with a Licensee Default shall be entitled upon default as specified cumulative, and shall be non- exclusive of all other right and remedies under this Agreement, at law or in (ii) andequity, including without limitation the right to recover all damages suffered by Licensor.

Default by Licensee. The following If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, Film L.A. or Licensor shall give Licensee written notice of such non-compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be events in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensor. In the event of Licensee’s default hereunder: , Licensor may terminate this Agreement whereupon the Term of this Agreement shall expire, and Licensee shall quit and surrender the License Area to Licensor. It is further agreed that in no event shall the time within which a default may be cured hereunder extend beyond 72 hours from Licensee’s receipt of such notice except as granted, in writing, by Licensor. If a default shall be made under any provision of this Agreement, Licensor may reenter the License Area, take possession thereof, and remove all persons therefrom. If Licensee (i) becomes the subject of breaches any bankruptcy proceeding or foreclosurecovenant, becomes insolventobligation, makes an assignment for the benefit of its creditorsrequirement, or a receivercondition set forth in this Agreement, liquidator or trustee is appointed for its affairs; (ii) fails so long as Licensee continues to make payment of occupy the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor mayArea, in addition to any other rights it may haveand all remedies available to Licensor at law, terminate Licensee hereby agrees that Licensor shall have the Agreement, in which event Distributor shall be entitled right to the immediate return of all Copies theretofore delivered file an unlawful detainer action to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in recover possession of Licensee and the entire unpaid balance of the License Fee for all Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, and Licensee hereby waives the right to object to Licensor’s use of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, unlawful detainer procedure on the basis that its real property interest in the event of License Area is a default specified in (v) abovelicense and not a lease. Notwithstanding anything herein to the contrary, only that portion of Licensor and Film L.A. shall have the unpaid balance of the License Fee which is attributable right to telecasts occurring before such default shall immediately become due cancel and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the terminate this Agreement, suspend delivery to or prohibit telecasting by Licenseeimmediately and without notice, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) anddiscovery

Default by Licensee. The 15.1. Each of the following events shall be events of constitute a default hereunder(“Default”) by Licensee under this License: If Licensee (i) becomes if Licensee fails to pay Utilities Fee within five (5) days after the subject same shall be due and payable and Licensee has received written notice of any bankruptcy proceeding such Default and has failed to cure; or foreclosure, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver, liquidator or trustee is appointed for its affairs; (ii) if Licensee breaches or fails to make observe or perform the terms, conditions and covenants of this License, other than those involving the payment of the License Fee Utilities Fee, and such breach or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach failure is not ended or remedied cured within two thirty (230) business days after Licensee’s receipt of written notice by Distributor; thereof, unless such condition cannot reasonably be cured within such thirty (iv30) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreementdays, in which event Distributor case Licensee shall commence such cure within said thirty (30) days and diligently pursue said cure to its completion (provided, however, if such breach or failure creates a hazard, public nuisance or dangerous situation, said thirty (30) day grace period shall be reduced to forty-eight (48) hours after Licensee’s receipt of written notice). 15.2. If Default occurs, Licensor shall have all the rights and remedies available under this License and provided at law or in equity. 15.3. If this License is at any time terminated under this section, Licensee shall immediately surrender and deliver the License Area to Licensor. If Licensee fails to do so, Licensor shall be entitled to the immediate return benefit of all Copies theretofore delivered to (or otherwise containing a duplicate provisions of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payable, and the balance of the License Fee payable hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor may, during the existence of an unremedied breach of the Agreement, suspend delivery to or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor law with respect to the Licensed Station recovery of possession of the License Area (whether by summary proceedings or otherwise). 15.4. Licensor may, subject to Licensor’s written notice of Default to Licensee and Licensee's cure period, perform, on behalf of and at the expense of Licensee, any obligation of Licensee under this License which would Licensee fails to perform, the reasonable cost of which shall be paid by Licensee within thirty (30) days after Licensor's performance of Licensee's obligations and Lessee's receipt of evidence of costs. The performance by Licensor of any such obligation shall not constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom release or waiver of licensing programming substantially in advance any of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andobligations under this License.

Default by Licensee. The Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee of each of the terms and conditions herein contained, all of which are of the essence of this Agreement. In addition and without prejudice to any and all other remedies available to it hereunder or otherwise, Licensor, at its option, shall have the right to terminate this Agreement on fifteen (15) business days prior written notice to Licensee, upon the occurrence of any of the following shall be events of default hereunderevents, provided that during such fifteen (15) day period, if curable, Licensee fails to cure such breach to Licensor’s reasonable satisfaction: If Licensee (i) becomes Licensee defaults in the subject due performance of any bankruptcy proceeding of the terms or foreclosureconditions to be performed by it hereunder, becomes insolvent, makes an assignment for the benefit of its creditors, (ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator or trustee of Licensee’s property is appointed for its affairs; (ii) fails to make payment of the License Fee or any portion thereof when due or otherwise breaches any material provision hereof; (iii) breaches any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or (v) breaches its obligations under Paragraph 7 aboveappointed. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor shall be entitled to the immediate return of all Copies theretofore delivered to (or otherwise containing a duplicate of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in In the event of a default specified in termination pursuant to this Paragraph 1113.1, the following shall apply: Licensor shall have the right to keep and retain absolutely any deposit and any other payments theretofore made to Licensor as and for Licensor’s partial liquidated damages and on account of any claims Licensor may then have or thereafter have against Licensee. Licensor shall have the right at its option to (vi) abovebe subrogated to the rights of Licensee under any contract made by Licensee with third parties for the distribution or exhibition of any Film or Digital Content supplied by Licensor hereunder, only (ii) enforce the performance of each of such contracts, (iii) receive and retain as and for its own property all monies that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately may become due and payablepayable thereunder, and (iv) generally in every way, succeed to the balance right, title and interest of Licensee in, to and under all such contracts. Licensee shall immediately return, free of chargeat its own cost, all Materials relating to the Films and Digital Content embraced herein, or at Licensor’s request destroy and promptly furnish to Licensor an officer’s certificate attesting to such destruction of Materials. If Licensee fails to do so, Licensor shall have the right to seize and take possession of the License Fee same wherever they may be found and enter any building, warehouse, office or other place for the purpose of taking such possession. To enforce the performance of all such contracts as set forth in Paragraph 11.1.2 above and for each purpose set forth herein, Licensee in such case appoints Licensor as Licensee’s true and lawful attorney-in-fact to (i) do all things and to take all steps and legal proceedings which Licensor may deem necessary, proper or expedient to enforce such contracts and the payment by the parties thereto of all monies that may become due and payable hereunder thereunder, and (ii) to secure possession of all Materials. Termination By Either Party: As provided in Paragraph 3 above, either party hereto shall have the right to terminate this Agreement, at any time, by so notifying the other party in writing no later than thirty (30) days prior to the effective date of termination. If notice is given pursuant to the preceding sentence, no additional Films or Digital Content shall be adjusted in accordance with Paragraph 11 abovedelivered by Licensor thereafter. Distributor mayIf the right of termination is exercised by Licensor, during (i) Licensor shall assume and perform all agreements for the existence of an unremedied breach distribution or exhibition of the Agreement, suspend delivery to or prohibit telecasting Films and Digital Content which were previously made by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licenseeto the extent that the same require performance after the termination date, and Distributor with respect to the Licensed Station which would constitute a default thereunder, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andLicensee shall furnish Licensor with copies of all such outstanding agreements, and (iii) The Licensor shall not be responsible for discharging payments to vendors on account of the Direct Expenses and/or other expenses incurred by the Licensee in connection with this agreement and outstanding as on the date of termination of the agreement. As to agreements which Licensor does not assume (and is not required to assume), Licensee shall hold Licensor free and harmless from liability in connection therewith. As to agreements which Licensor is required to assume and perform, or which it elects to assume and perform, as aforesaid, it shall be subrogated to all rights of Licensee thereunder.

Default by Licensee. The following shall (a) If LICENSEE allows the license fees payable hereunder to be events in arrears more than ten days after the due date thereof, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement; or in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of default hereunder: If Licensee the Licensed Space, without terminating this Agreement, and expel or remove all persons and property therefrom, without being (ia) becomes the subject deemed guilty of any manner of trespass, (b) liable for prosecution, or (c) liable on any claim for damages therefor, and relet the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, or any renewal thereof, to a party satisfactory to LICENSOR, and at such monthly license fees as LICENSOR may with reasonable diligence be able to secure. If LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such license fees are less than the license fees LICENSEE was obligated to pay under this Agreement, or any renewal thereof, then LICENSEE shall pay to LICENSOR the amount of such deficiency plus the expense of locating a new licensee without limitation, brokers' fees incurred by LICENSOR in connection with finding a new licensee for the whole or any part of the Licensed Space and all reasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. However, notwithstanding anything contained in this Agreement to the contrary, in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding or foreclosure, becomes insolvent, makes an assignment is pending. If LICENSEE remains in default under any other condition of this Agreement for a period of thirty days after the benefit date of its creditorsreceipt of written notice from LICENSOR, or a receiver, liquidator or trustee is appointed for its affairs; (ii) fails to make payment if any other person than LICENSEE secures possession of the License Fee Licensed Space, or any portion thereof when due part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or otherwise breaches other operation of law in any material provision hereof; (iii) breaches manner whatsoever, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement or exercise any other provision hereof; which breach is not ended or remedied within two (2) business days after notice by Distributor; (iv) loses its broadcast license pursuant to an action of the Federal Communications Commission or any other duly constituted governmental, judicial or legislative authority; or remedies listed above in this Section 27. (vb) breaches its obligations under Paragraph 7 above. Upon any default, Distributor may, in addition to any other rights it may have, terminate the Agreement, in which event Distributor LICENSEE agrees that LICENSOR shall be entitled to the immediate return benefits of all Copies theretofore delivered provisions of law respecting the speedy recovery of land and tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall not be subject to (prosecution or otherwise containing liability as a duplicate result of an Audiovisual Work pursuant to Paragraph 2(b) above) and then in possession of Licensee and the entire unpaid balance of the License Fee for all of the Audiovisual Work(s) hereunder shall immediately become due and payable; provided, however, that in the event of a default specified in (v) above, only that portion of the unpaid balance of the License Fee which is attributable to telecasts occurring before such default shall immediately become due and payablesaid entry or repossession, and LICENSEE shall compensate LICENSOR for its reasonable expenses of making such entry and repossession. (c) Notwithstanding anything to the balance contrary herein contained, if LICENSEE is default under the terms of this Agreement five or more times within a one hundred and eighty day period, regardless of whether such events of default are timely cured, such defaults will be deemed deliberate and not curable on the License Fee payable last occasion thereof, thereby giving LICENSOR the immediate right to have recourse to all LICENSOR's remedies hereunder. (d) The remedies of LICENSOR hereunder shall be adjusted in accordance with Paragraph 11 above. Distributor maydeemed cumulative and no remedy of LICENSOR, during the existence of an unremedied breach of the Agreement, suspend delivery to whether exercised by LICENSOR or prohibit telecasting by Licensee, or both, of all Copies. If Distributor so elects, any breach by Licensee of any other agreement between Licensee, and Distributor with respect to the Licensed Station which would constitute a default thereundernot, shall be deemed a default under the Agreement. Licensee acknowledges that due to the terms hereof and the industry custom be an exclusion of licensing programming substantially in advance of scheduled telecast, a default by Licensee has the effect of rendering the Audiovisual Work(s) unmarketable during the term of the Agreement in Licensee's area of exclusivity as defined by Paragraph 16. Consequently, no method exists for accurate measurement of damages upon the happening of an event of default by Licensee. Therefore, in addition to all other rights and remedies available to Distributor, Distributor shall be entitled upon default as specified in (ii) andany other.