Common use of Default by Licensee Clause in Contracts

Default by Licensee. 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 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. shall have the right to cancel and terminate this Agreement, immediately and without notice, upon the discovery

Default by Licensee. If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, Film L.A. FilmL.A. or Licensor shall give Licensee written notice of such non-non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensor. In the event of Licensee’s default hereunder, Licensor may terminate this Agreement whereupon the Term term of this Agreement shall expire, and Licensee shall quit and surrender the License Area 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 except as granted, in writing, by Licensornotice. 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. FilmL.A. shall have the right to cancel and terminate this AgreementLease, immediately and without notice, upon the discoverydiscovery 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) years. Notwithstanding anything to the contrary contained herein, except in the event of a default in the provisions of Section 6 of this Agreement, Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the production as a result of a default by Licensee under this Agreement; provided, however, the foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of any of

Default by Licensee. If The following events shall constitute a "Default" by Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of under this Agreement: (1) breach by Licensee of any material representation, Film L.A. warranty, covenant, condition or Licensor shall give 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 written notice of such non-compliance. If within 24 hours breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s receipt breach, it shall not be required to give notice or wait any period of such noticetime 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 has not commenced to cure such non-compliance and within 72 hours from 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 insolvency proceedings by or against Licensee’s receipt , or the appointment of such notice, a receiver or trustee for Licensee has not completely cured such default, then or Licensee's property; or (8) any attempt by Licensee shall be to assign this Agreement in default violation of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of LicensorSubsection 19.C. below. In the event of a Default by Licensee’s default hereunder, Licensor may terminate this Agreement whereupon the Term of this Agreement shall expireupon notice to Licensee, and Licensee shall quit and surrender all monies held hereunder may be applied by Licensor for the payment of the License Area Fee, sales or amusement taxes, or other charges due and payable to LicensorLicensor at the date of the Default. It is further agreed that in no Licensor may, after the occurrence of an 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 grantedDefault, 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, enter and remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy from the License Area, in addition to any Arena and all remedies available or any property therefrom, and sell such property as a set off against monies owed to Licensor at lawhereunder. In the event of a breach or threatened breach by Licensee of any of its agreements or obligations hereunder, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, injunction and Licensee hereby waives the right to object to invoke any other remedy allowed at law or in equity. Licensor’s use of the unlawful detainer procedure on the basis that its real property interest 's rights and remedies set forth in the License Area is paragraph in connection with a license Licensee Default shall be cumulative, and not a lease. Notwithstanding anything herein to the contraryshall be non-exclusive of all other right and remedies under this Agreement, Licensor and Film L.A. shall have at law or in equity, including without limitation the right to cancel and terminate this Agreement, immediately and without notice, upon the discoveryrecover all damages suffered by Licensor.

Default by Licensee. If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, Film L.A. 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 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. FilmL.A. shall have the right to cancel and terminate this Agreement, immediately and without notice, upon the discoverydiscovery 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 by Licensee under this Agreement, except as provided in Section 5 herein. The foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of any of the terms and provisions of this License, any such right to monetary damage hereby being hereby expressly reserved by Licensor.

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

Default by Licensee. If The following events shall constitute a "Default" by Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of under this Agreement: (1) breach by Licensee of any material representation, Film L.A. warranty, covenant, condition or Licensor shall give 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 written notice of such non-compliance. If within 24 hours breach, provided that in the event Licensor may suffer irreparable harm as a result of Licensee’s receipt breach, it shall not be required to give notice or wait any period of such noticetime 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 has not commenced to cure such non-compliance and within 72 hours from 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 insolvency proceedings by or against Licensee’s receipt , or the appointment of such notice, a receiver or trustee for Licensee has not completely cured such default, then or Licensee's property; or (8) any attempt by Licensee shall be to assign this Agreement in default violation of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of LicensorSubsection 19.C. below. In the event of a Default by Licensee’s default hereunder, Licensor may terminate this Agreement whereupon the Term of this Agreement shall expireupon notice to Licensee, and Licensee shall quit and surrender all monies held hereunder may be applied by Licensor for the payment of the License Area Fee, sales or amusement taxes, or other charges due and payable to LicensorLicensor at the date of the Default. It is further agreed that in no Licensor may, after the occurrence of an 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 grantedDefault, 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, enter and remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy from the License Area, in addition to any Arena and all remedies available or any property therefrom, and sell such property as a setoff against monies owed to Licensor at lawhereunder. In the event of a breach or threatened breach by Licensee of any of its agreements or obligations hereunder, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, injunction and Licensee hereby waives the right to object to invoke any other remedy allowed at law or in equity. Licensor’s use of the unlawful detainer procedure on the basis that its real property interest 's rights and remedies set forth in the License Area is paragraph in connection with a license Licensee Default shall be cumulative, and not a lease. Notwithstanding anything herein to the contraryshall be non- exclusive of all other right and remedies under this Agreement, Licensor and Film L.A. shall have at law or in equity, including without limitation the right to cancel and terminate this Agreement, immediately and without notice, upon the discoveryrecover all damages suffered by Licensor.

Default by Licensee. If Licensee fails to perform, fulfill or observe any of the terms, covenants or conditions of this Agreement, Film L.A. FilmL.A. or Licensor shall give Licensee written notice of such non-non- compliance. If within 24 hours of Licensee’s receipt of such notice, Licensee has not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensor. In the event of Licensee’s default hereunder, Licensor may terminate this Agreement whereupon the Term term of this Agreement shall expire, and Licensee shall quit and surrender the License Area 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 except as granted, in writing, by Licensornotice. 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. FilmL.A. shall have the right to cancel and terminate this AgreementLease, immediately and without notice, upon the discoverydiscovery 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) years. Notwithstanding anything to the contrary contained herein, except in the event of a default in the provisions of Section 6 of this Agreement, Licensor shall have no right to enjoin or restrain the exhibition, distribution, advertising, exploitation and/or marketing of the production as a result of a default by Licensee under this Agreement; provided, however, the foregoing limitation shall in no way restrict, diminish or impair Licensor’s right to seek monetary damages of any kind for any default by Licensee of any of the terms and provisions of this License, any such right to monetary damage hereby being hereby expressly reserved by Licensor.

Default by Licensee. If Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee fails to perform, fulfill or observe any of each of the termsterms and conditions herein contained, covenants or conditions all of this Agreement, Film L.A. or Licensor shall give Licensee written notice which are 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 in default the essence of this Agreement. The 72 hour 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 events, provided that during such fifteen (15) business day period, if curable, Licensee fails to cure period may be extended such breach to Licensor’s reasonable satisfaction: (i) Licensee defaults in the sole and absolute discretion due performance of Licensorany of the terms or conditions to be performed by it hereunder, (ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator of Licensee’s property is appointed. In the event of Licensee’s default hereundera termination pursuant to this Paragraph 10.1, Licensor may terminate this Agreement whereupon the Term of this Agreement following 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that apply: Licensor shall have the right to file an unlawful detainer action keep and retain absolutely any deposit and any other payments theretofore made to recover possession 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 License Area pursuant right at its option to (i) be subrogated to the California unlawful detainer statutory schemerights 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, (ii) enforce the performance of each of such contracts, (iii) receive and retain as amended from time to timeand for its own property all monies that may become due and payable thereunder, and Licensee hereby waives the right to object to Licensor’s use of the unlawful detainer procedure on the basis that its real property interest (iv) generally in the License Area is a license and not a lease. Notwithstanding anything herein every way, succeed to the contraryright, 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 and Film L.A. shall have the right to cancel seize and terminate this Agreementtake possession of the same wherever they may be found and enter any building, immediately 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 10.1.2 above and without noticefor each purpose set forth herein, upon 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 discoverypayment by the parties thereto of all monies that may become due and payable thereunder, and (ii) to secure possession of all Materials.

Default by Licensee. If Licensee’s rights hereunder are dependent and conditional on the due and faithful performance by Licensee fails to perform, fulfill or observe any of each of the termsterms and conditions herein contained, covenants or conditions all of this Agreement, Film L.A. or Licensor shall give Licensee written notice which are 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 in default the essence of this Agreement. The 72 hour 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 events, provided that during such fifteen (15) day period, if curable, Licensee fails to cure period may be extended such breach to Licensor’s reasonable satisfaction: (i) Licensee defaults in the sole and absolute discretion due performance of Licensorany of the terms or conditions to be performed by it hereunder, (ii) Licensee is adjudged a bankrupt or (iii) a receiver, trustee or liquidator of Licensee’s property is appointed. In the event of Licensee’s default hereundera termination pursuant to this Paragraph 1113.1, Licensor may terminate this Agreement whereupon the Term of this Agreement following 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 breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that apply: Licensor shall have the right to file an unlawful detainer action keep and retain absolutely any deposit and any other payments theretofore made to recover possession 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 License Area pursuant right at its option to (i) be subrogated to the California unlawful detainer statutory schemerights of Licensee under any contract made by Licensee with third parties for the distribution or exhibition of any Film or Digital Content supplied by Licensor hereunder, (ii) enforce the performance of each of such contracts, (iii) receive and retain as amended from time to timeand for its own property all monies that may become due and payable thereunder, and (iv) generally in every way, succeed to the right, title and interest of Licensee hereby waives in, to and under all such contracts. Licensee shall immediately return, free of chargeat its own cost, all Materials relating to the right to object to Films and Digital Content embraced herein, or at Licensor’s use request destroy and promptly furnish to Licensor an officer’s certificate attesting to such destruction of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a leaseMaterials. Notwithstanding anything herein If Licensee fails to the contrarydo so, Licensor and Film L.A. shall have the right to cancel seize and take possession of the 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 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, immediately 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 delivered by Licensor thereafter. If the right of termination is exercised by Licensor, (i) Licensor shall assume and without noticeperform all agreements for the distribution or exhibition of the Films and Digital Content which were previously made by Licensee, upon to the discoveryextent that the same require performance after the termination date, and (ii) Licensee 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. 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 in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensor. 16.1: In the event that the LICENSEE shall default in the payment of Licensee’s 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, 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 breaches any covenant, obligation, requirementcontinue for thirty (30) days, or condition set forth in this Agreement, so long as Licensee continues if the LICENSEE shall be declared bankrupt or insolvent according to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor or shall enter an assignment for the benefit of creditors, then the LICENSOR shall have the right thereafter to file an unlawful detainer action to recover enter and take complete possession of the License Area Licensed location pursuant to any process required by law and to terminate this License and/or remove the California unlawful detainer statutory schemeproperty of the LICENSEE, without prejudicing any other remedies available under this License or at law, for arrears of license fee or other damages. 16.2: The LICENSEE shall indemnify the LICENSOR against all loss of license fee and other payments which the LICENSOR may incur by reason of such termination 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 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 rate of twelve (12) percent per annum and costs, shall be paid to the LICENSOR by the LICENSEE forthwith as amended from additional license fee. 16.4: Failure on the part of the 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 to timeof any of the provisions hereof by the LICENSOR shall be construed as a waiver of any of the other provisions hereof, and Licensee hereby waives the right to object to Licensor’s use a waiver at any time of any of the unlawful detainer procedure provisions hereof shall not be construed as a waiver at any subsequent time of the same provisions. The consent or approval of the LICENSOR to or of 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. The acceptance by the basis LICENSOR of a check for a lesser amount with an endorsement or statement thereon, or upon any letter accompanying such check, that its real property interest such lesser amount is payment in full shall be given no effect, and the License Area is a license and not a lease. Notwithstanding anything herein LICENSOR may accept such check without prejudice to any other rights or remedies which LICENSOR may have against the contrary, Licensor and Film L.A. shall have the right to cancel and terminate this Agreement, immediately and without notice, upon the discoveryLICENSEE.

Default by Licensee. a. If Licensee fails LICENSEE allows the license fees payable hereunder to performbe in arrears more than ten days after the due date thereof, fulfill LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement; or observe any in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of the termsLicensed Space, covenants without terminating this Agreement, and expel or conditions remove all persons and property therefrom, without being (a) deemed guilty of any manner of trespass, (b) liable for prosecution, or (c) liable on any claim for damages therefor, and re-let the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, Film L.A. or Licensor shall give Licensee written notice of any renewal thereof, to a party satisfactory to LICENSOR, and at such non-compliancemonthly license fees as LICENSOR may with reasonable diligence be able to secure. If within 24 hours of Licensee’s receipt of LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such notice, Licensee has not commenced license fees are less than the license fees LICENSEE was obligated to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and 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 pay under any provision of this Agreement, Licensor may reenter the License Area, take possession 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 remove all persons therefromreasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. If Licensee breaches any covenantHowever, obligation, requirement, or condition set forth notwithstanding anything contained in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein Agreement to the contrary, Licensor in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding is pending. If LICENSEE remains in default under any other condition of this Agreement for a period of thirty days after the date of receipt of written notice from LICENSOR, or if any other person than LICENSEE secures possession of the Licensed Space, or any part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or other operation of law in any manner whatsoever, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement or exercise any of the other remedies listed above in this Section 27. b. LICENSEE agrees that LICENSOR shall be entitled to the benefits of all provisions of law respecting the speedy recovery of land and Film L.A. tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall have not be subject to prosecution or liability as a result of said entry or repossession, and LICENSEE shall compensate LICENSOR for its reasonable expenses of making such entry and repossession. c. Notwithstanding anything to the 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 last occasion thereof, thereby giving LICENSOR the immediate right to cancel have recourse to all LICENSOR's remedies hereunder. d. The remedies of LICENSOR hereunder shall be deemed cumulative and terminate this Agreementno remedy of LICENSOR, immediately and without noticewhether exercised by LICENSOR or not, upon the discoveryshall be deemed to be an exclusion of any other.

Default by Licensee. (a) If Licensee fails LICENSEE allows the license fees payable hereunder to performbe in arrears more than ten days after the due date thereof, fulfill LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement; or observe any in the alternative, LICENSOR may enter upon the Licensed Space by picking or changing locks if necessary and take possession of the termsLicensed Space, covenants without terminating this Agreement, and expel or conditions remove all persons and property therefrom, without being (a) deemed guilty of any manner of trespass, (b) liable for prosecution, or (c) liable on any claim for damages therefor, and relet the Licensed Space or any part thereof, for all or any part of the remainder of the term of this Agreement, Film L.A. or Licensor shall give Licensee written notice of any renewal thereof, to a party satisfactory to LICENSOR, and at such non-compliancemonthly license fees as LICENSOR may with reasonable diligence be able to secure. If within 24 hours of Licensee’s receipt of LICENSOR is unable to find another licensee for the Licensed Space after reasonable efforts to do so, or if such notice, Licensee has not commenced license fees are less than the license fees LICENSEE was obligated to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and 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 pay under any provision of this Agreement, Licensor may reenter the License Area, take possession 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 remove all persons therefromreasonable expenses incurred by LICENSOR in enforcing LICENSOR's remedies, including reasonable attorneys' fees, renovation expenses, and broker's commissions. If Licensee breaches any covenantHowever, obligation, requirement, or condition set forth notwithstanding anything contained in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover possession of the License 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 unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein Agreement to the contrary, Licensor in event of default, such as bankruptcy or insolvency, will not be deemed "cured" or being diligently prosecuted while the bankruptcy proceeding is pending. If LICENSEE remains in default under any other condition of this Agreement for a period of thirty days after the date of receipt of written notice from LICENSOR, or if any other person than LICENSEE secures possession of the Licensed Space, or any part thereof, by reason of any receivership of LICENSEE, bankruptcy proceedings involving LICENSEE, or other operation of law in any manner whatsoever, LICENSOR may, at its option, without notice to LICENSEE, terminate this Agreement or exercise any of the other remedies listed above in this Section 27. (b) LICENSEE agrees that LICENSOR shall be entitled to the benefits of all provisions of law respecting the speedy recovery of land and Film L.A. tenements held over by LICENSEE, including proceedings for forcible entry and detainer. LICENSOR and its agents shall have not be subject to prosecution or liability as a result of said entry or repossession, and LICENSEE shall compensate LICENSOR for its reasonable expenses of making such entry and repossession. (c) Notwithstanding anything to the 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 last occasion thereof, thereby giving LICENSOR the immediate right to cancel have recourse to all LICENSOR's remedies hereunder. (d) The remedies of LICENSOR hereunder shall be deemed cumulative and terminate this Agreementno remedy of LICENSOR, immediately and without noticewhether exercised by LICENSOR or not, upon the discoveryshall be deemed to be an exclusion of any other.

Default by Licensee. If In the event Licensee fails to perform, fulfill pay monthly or observe any other fees required to be paid hereunder within fifteen (15) days of the terms, covenants or conditions of this Agreement, Film L.A. or Licensor shall give Licensee Licensor's written notice to Licensee of such non-compliance. If within 24 hours of Licensee’s receipt of such noticeits failure to pay when due and demand for the immediate payment thereof, Licensee has Licensor may terminate the License for the subject Space for which fees have not commenced to cure such non-compliance and within 72 hours from Licensee’s receipt of such notice, Licensee has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole and absolute discretion of Licensorbeen paid. In the event of Licensee’s default hereunder, Licensor may terminate this Agreement whereupon the Term Licensee fails to perform or comply with any other provision of this Agreement shall expire, and within twenty (20) days of Licensor's written notice to Licensee shall quit and surrender the License Area of its failure 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 perform or comply with any other provision of this Agreement, Licensor may reenter terminate the License Area, take possession thereof, and remove all persons therefromfor the subject Space for which nonperformance or noncompliance has occurred. If Licensee breaches is unable to cure within the prescribed twenty (20) days or if the nonperformance or noncompliance is of a nature that cannot be cured within twenty (20) days, Licensee shall so notify Licensor and Licensor shall give Licensee a reasonable amount of time to cure such nonperformance or noncompliance. If Licensee fails to cure within a reasonable amount of time, Licensor may terminate the License for the applicable Space. Licensee shall in any covenantevent remain fully liable for damages as provided by law and or all costs and expenses incurred by Licensor on account of such default, obligationincluding reasonable attorneys' fees, requirement, or condition subject to the limitation on liability set forth in Section 12. Licensee's obligation to pay all fees and charges that have been accrued shall survive any termination of any License. Upon such termination of any License pursuant to this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at lawSection 18, Licensee hereby agrees that Licensor shall have remain fully liable for all License Fees under such License from such date of termination through the right to file an unlawful detainer action to recover possession Expiration Date of the License Area pursuant to the California unlawful detainer statutory scheme, as amended from time to time, relevant License. All such amounts shall become immediately due and Licensee hereby waives the right to object to Licensor’s use of the unlawful detainer procedure on the basis that its real property interest in the License Area is a license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. shall have the right to cancel and terminate this Agreement, immediately and without notice, upon the discoverypayable.

Default by Licensee. If 15.1. Each of the following events shall constitute a default (“Default”) by Licensee under this License: (i) if Licensee fails to perform, fulfill or observe any of pay Utilities Fee within five (5) days after the terms, covenants or conditions of this Agreement, Film L.A. or Licensor same shall give be due and payable and Licensee has received written notice of such non-compliance. If Default and has failed to cure; or (ii) if Licensee breaches or fails to observe or perform the terms, conditions and covenants of this License, other than those involving the payment of the Utilities Fee, and such breach or failure is not cured within 24 hours of thirty (30) days after Licensee’s receipt of written notice thereof, unless such noticecondition cannot reasonably be cured within such thirty (30) days, in which case Licensee has not commenced shall commence such cure within said thirty (30) days and diligently pursue said cure to cure its completion (provided, however, if such nonbreach or failure creates a hazard, public nuisance or dangerous situation, said thirty (30) day grace period shall be reduced to forty-compliance and within 72 eight (48) hours from after Licensee’s receipt of such 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 has not completely cured such default, then Licensee shall be in default of this Agreement. The 72 hour cure period may be extended in the sole immediately surrender 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 deliver 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 grantedIf Licensee fails to do so, in writing, by Licensor. If a default Licensor shall be made under any provision entitled to the benefit of this Agreement, Licensor may reenter all provisions of law with respect to the License Area, take possession thereof, and remove all persons therefrom. If Licensee breaches any covenant, obligation, requirement, or condition set forth in this Agreement, so long as Licensee continues to occupy the License Area, in addition to any and all remedies available to Licensor at law, Licensee hereby agrees that Licensor shall have the right to file an unlawful detainer action to recover recovery of possession of the License Area pursuant to the California unlawful detainer statutory scheme(whether by summary proceedings or otherwise). 15.4. Licensor may, as amended from time to time, and Licensee hereby waives the right to object subject to Licensor’s use written notice of Default to Licensee and Licensee's cure period, perform, on behalf of and at the unlawful detainer procedure on expense of Licensee, any obligation of Licensee under this License which Licensee fails to perform, the basis that its real property interest in the License Area is 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 license and not a lease. Notwithstanding anything herein to the contrary, Licensor and Film L.A. shall have the right to cancel and terminate release or waiver of any of Licensee's obligations under this Agreement, immediately and without notice, upon the discoveryLicense.