Common use of Licensor’s Remedies Clause in Contracts

Licensor’s Remedies. (a) If and whenever an Event of Default occurs, the Licensee shall be deemed to be in default under this Agreement and, without prejudice to any other rights or remedies which the Licensor may have under this Agreement at law, in equity and/or by statute, the fill amount of the current month’s and the next three (3) months’ instalments of the License Fee and Taxes will immediately become due and payable to the Licensor and, in addition, the Licensor shall have the following rights and remedies, which are cumulative and not alternative and which may or may not be exercised immediately in the Licensor’s sole and absolute discretion without liability to the Licensor for any Claims (including direct, indirect or consequential damages caused thereby): (i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of the License Fees and any other appropriate adjustments shall be made; (ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at the expense and risk of the Licensee or to sell or otherwise dispose of such property in such manner as the Licensor may see fit without notice to the Licensee; to make such alterations to the Licensed Location as the Licensor may see fit to facilitate its re-licensing; (iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee; (iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result of any Event of Default or any breach of the Licensee including, without limitation, if the Licensor terminates this Agreement, the cost of recovering the Licensed Location, solicitor’s fees (on a solicitor and his client basis) and the amount of the License Fee and other sums required to be paid pursuant to this Agreement for the remainder of the Term (had it not been terminated), all of which amounts shall be immediately due and payable by the Licensee to the Licensor; (v) suspend the supply to the Licensed Location of any benefit, service, utility or other service furnished by the Licensor until the Event of Default is cured; and/or (vi) apply to the courts for an order of specific performance or mandamus or an injunction compelling the Licensee to perform its obligations under this Lease, the Licensee acknowledging that damages are not sufficient remedy. (b) It shall not be unreasonable for the Licensor to withhold its consent, approval and/or signature at any time when the Licensee is in default hereunder. (c) No failure of the Licensor: (i) to insist at any time upon the strict performance of any provision of this Agreement; or (ii) to exercise any option, right, power or remedy contained in this Agreement shall be construed as a waiver, modification or relinquishment thereof. A receipt by the Licensor of any sum in satisfaction of any obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach. No waiver by the Licensor of any provision hereof shall be deemed to have been made unless expressed in writing signed by the Licensor. The waiver by the Licensor of a default under this Agreement is not a waiver of any other or subsequent default. (d) Notwithstanding any other provision of this Agreement, the Licensor may from time to time resort to any or all of the rights and remedies available to it in the event of any breach and/or event of default hereunder by Licensee, either by any provision of this Agreement, by statute or common law, al of which rights and remedies are intended to be cumulative and not alternative, and the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available the Licensor by statute or the general law. The Licensor shall not be liable to Licensee for any Claims whatsoever, howsoever caused by any acts or omissions of the Licensor in remedying or attempting to remedy any default. (e) All costs and expenses, including solicitors’ fees and disbursements (on a solicitor and client basis), incurred by the Licensor in connection with compelling or attempting to compel Licensee to comply with its obligations hereunder (including, without limitation, legal correspondences and notices of default), the exercise of any remedy for a breach or event of default hereunder, recovery of possession of the Licensed Location, recovery of the License Fee or any other amount due hereunder, The Licensor performing any of Licensee’s covenants or obligations herein or the enforcement of the provisions of this Agreement, incurred until repaid in full, shall be borne by Licensee and shall be paid by the Licensee to the Licensor upon demand along with the Licensor’s administrative fees in connection therewith from time to time. Licensee shall indemnify the Licensor against all Claims (including legal fees on a solicitor and client basis) incurred in enforcing payment thereof and in obtaining possession of the Licensed Location after an Event of Default, or upon expiration or earlier termination of the Term or in enforcing any covenant, proviso or agreement of the Licensee herein contained.

Licensor’s Remedies. Failure by Licensor to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default. (a) In the event that Licensor shall obtain possession by reentry, summary proceedings, legal or equitable actions or proceedings or other lawful measures as a result of any Default by Licensee, Licensee agrees to pay to Licensor all reasonable and ordinary legal expenses incurred by Licensor in obtaining possession of the Licensed Premises and the usual and ordinary commissions for re-letting the same for any term not extending beyond the term of this License. Licensee further agrees in such event to remain liable for and to pay all License Fees and other sums herein reserved, less the net amount of License Fees which shall be collected and received by Licensor from the Licensed Premises, for and during the balance of the term of this License. If Licensor does not re-let the Licensed Premises, Licensor may elect to recover, as liquidated damages and whenever not as a penalty, an Event amount equal to the License Fees provided herein to be paid by Licensee to Licensor for the remainder of Default occursthe term of this License, less the fair rental value of the Licensed Premises for said period. (b) Licensor may terminate this License as to such location upon ten (10) days written notice, in which event Licensee shall be deemed immediately surrender the Licensed Premises to be in default under this Agreement andLicensor. If Licensee fails to do so, Licensor may, without prejudice to any other rights or remedies remedy which the Licensor may have under for possession or arrearages in License Fees (including any interest which may have accrued pursuant to Article III of this Agreement at lawLicense), in equity and/or by statuteenter upon and take possession of the Licensed Premises. In addition, Licensee agrees to pay to Licensor on demand the fill amount of the current month’s all loss and the next three (3) months’ instalments damage which Licensor may suffer by reason of the any termination effected pursuant to this Subsection. Licensee hereby waives any statutory requirement of prior written notice for filing eviction or damage suits for nonpayment of License Fee and Taxes will immediately become due and payable to the Fees. Licensee hereby waives any claim that may arise against Licensor and, in as a consequence of Licensor's re-entry. In addition, Licensor may choose to terminate either a specific location or the entire License agreement at Licensor's sole discretion. Terminating one location does not mean all locations are automatically terminated. (c) When Licensor desires, Licensor may demand a final settlement. Upon demand for a final settlement, Licensor shall have the following rights and remedies, which are cumulative and not alternative and which may or may not be exercised immediately in the Licensor’s sole and absolute discretion without liability to the Licensor for any Claims (including direct, indirect or consequential damages caused thereby): (i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendmentsa right to, and proportionate adjustments in respect Licensee hereby agrees to pay, the difference between the total of the all License Fees and any other appropriate adjustments shall be made; (ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor charges provided in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at the expense and risk of the Licensee or to sell or otherwise dispose of such property in such manner as the Licensor may see fit without notice to the Licensee; to make such alterations to the Licensed Location as the Licensor may see fit to facilitate its re-licensing; (iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee; (iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result of any Event of Default or any breach of the Licensee including, without limitation, if the Licensor terminates this Agreement, the cost of recovering the Licensed Location, solicitor’s fees (on a solicitor and his client basis) and the amount of the License Fee and other sums required to be paid pursuant to this Agreement for the remainder of the Term (had it not been terminated), all term and the reasonable rental value of which amounts shall be immediately due and payable by the Licensee to the Licensor; (v) suspend the supply to the Licensed Location Premises for such period, such difference to be discounted to present value at the rate of any benefit, service, utility or other service furnished by the Licensor until the Event of Default is cured; and/or eight percent (vi8%) apply to the courts for an order of specific performance or mandamus or an injunction compelling the Licensee to perform its obligations under this Lease, the Licensee acknowledging that damages are not sufficient remedy. (b) It shall not be unreasonable for the Licensor to withhold its consent, approval and/or signature at any time when the Licensee is in default hereunder. (c) No failure of the Licensor: (i) to insist at any time upon the strict performance of any provision of this Agreement; or (ii) to exercise any option, right, power or remedy contained in this Agreement shall be construed as a waiver, modification or relinquishment thereof. A receipt by the Licensor of any sum in satisfaction of any obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach. No waiver by the Licensor of any provision hereof shall be deemed to have been made unless expressed in writing signed by the Licensor. The waiver by the Licensor of a default under this Agreement is not a waiver of any other or subsequent defaultper annum). (d) Notwithstanding Licensor may accelerate payments of future installments of License Fees without setoff or mitigation, and Licensee shall pay to Licensor a sum equal to the entire amount of the License Fees for the remainder of the License term, plus any other provision of sums due to Licensor under this Agreement, the Licensor may from time to time resort to any or all of the rights and remedies available to it in the event of any breach and/or event of default hereunder by Licensee, either by any provision of this Agreement, by statute or common law, al of which rights and remedies are intended to be cumulative and not alternative, and the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available the Licensor by statute or the general law. The Licensor shall not be liable to Licensee for any Claims whatsoever, howsoever caused by any acts or omissions of the Licensor in remedying or attempting to remedy any defaultLicense. (e) All costs and Licensee shall compensate Licensor for all expenses incurred by Licensor in repossession (including among other expenses, including solicitors’ fees and disbursements (on a solicitor and client basis), incurred any increase in Insurance Premiums caused by the Licensor in connection with compelling or attempting to compel Licensee to comply with its obligations hereunder (including, without limitation, legal correspondences and notices of default), the exercise of any remedy for a breach or event of default hereunder, recovery of possession vacancy of the Licensed LocationPremises), recovery all expenses incurred by Licensor in relicensing or reletting (including among other expenses, repairs, remodeling, replacements, advertisements and brokerage fees), all concessions granted to a new Licensee or Tenant upon relicensing or reletting (including among other concessions, renewal options), all losses incurred by Licensor as a direct or indirect result of Licensee's default (including among other losses, any adverse reaction by Licensor's mortgagee or by other Licensees or Tenants or potential Licensees or Tenants of the License Fee Store), and a reasonable allowance for Licensor's administrative efforts, salaries and overhead attributable directly or any other amount due hereunder, The Licensor performing any of indirectly to Licensee’s covenants or obligations 's default and Licensor's pursuing the rights and remedies provided herein or the enforcement of the provisions of this Agreement, incurred until repaid in full, shall be borne by Licensee and shall be paid by the Licensee to the Licensor upon demand along with the Licensor’s administrative fees in connection therewith from time to time. Licensee shall indemnify the Licensor against all Claims (including legal fees on a solicitor and client basis) incurred in enforcing payment thereof and in obtaining possession of the Licensed Location after an Event of Default, or upon expiration or earlier termination of the Term or in enforcing any covenant, proviso or agreement of the Licensee herein containedunder applicable law.

Licensor’s Remedies. Upon the occurrence of any Licensee Event of Default and while such remains uncured, Licensor may, in its sole discretion, pursue any one or more of the following remedies: (a) Licensor may, subject to Applicable Law (but under no circumstances shall be obligated to) terminate this Agreement with the prior written approval of the Authority, subject and pursuant to Section 31.4, and upon such termination, Licensor may forthwith reenter and repossess the UNLV Event Facilities and any other portion of the Stadium occupied by Licensee by entry, forcible entry or detainer suit or otherwise, without demand or notice of any kind (except as otherwise set forth herein), and be entitled to recover, as damages under this Agreement, a sum of money equal to the total of (i) the cost of recovering the UNLV Event Facilities; (ii) the cost of removing and storing Licensee personal property; (iii) the unpaid sums accrued hereunder at the date of termination; and (iv) without duplication, any damages. If and whenever an Licensor shall elect to terminate this Agreement, then subject to the provisions of Section 31.4, Licensor shall at once have all the rights of reentry upon the UNLV Event Facilities without becoming liable for damages or guilty of trespass. For the avoidance of doubt, the foregoing Licensee Events of Default occursdescribed in this Section 31.1 are the only Licensee Events of Default for which Licensor has the right to terminate this Agreement. (b) Licensor may (but under no circumstance shall be obligated to) enter upon the UNLV Event Facilities and the Stadium and do whatever Licensee is obligated to do under the terms of this Agreement, including taking all reasonable steps necessary to maintain and preserve the same. Licensee shall be deemed to be reimburse Licensor on demand for any reasonable expenses that Licensor may incur in default effecting compliance with Licensee’s obligations under this Agreement and(other than expenses of actually operating a business as opposed to maintenance, without prejudice to repair, and restoration). No action taken by Licensor under this Section 31.2(b) shall relieve Licensee from any other rights or remedies which the Licensor may have of its obligations under this Agreement at law, in equity and/or by statute, or from any consequences or liabilities arising from the fill amount failure to perform such obligations. (c) In the event that Licensor denies Licensee access to and use of the current month’s UNLV Event Facilities and the next three Stadium or terminates this Agreement as a result of a Licensee Event of Default, and Licensee fails to remove Licensee’s personal property from the Stadium within thirty (330) months’ instalments of the License Fee and Taxes will immediately become due and payable to the Licensor anddays thereafter, in addition, the then Licensor shall have the following rights right to remove from the Stadium (without the necessity of obtaining a distress warrant, writ of sequestration or other legal process) all or any portion of such property located thereon and remediesplace same in storage at any premises within Xxxxx County, which are cumulative and not alternative and which may or may not be exercised immediately Nevada. If, in the Licensor’s sole judgment, the cost of removing and absolute discretion without liability to storing or the Licensor for cost of removing and selling any Claims (including direct, indirect or consequential damages caused thereby): (i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of the License Fees and any other appropriate adjustments shall be made; (ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at exceeds the expense and risk of value thereof, Licensor shall have the Licensee or right to sell or otherwise dispose of such property in any commercially reasonable manner. Licensee shall be responsible for all costs of removal, storage and if applicable, sale, and Licensor shall have the right to reimburse itself from the proceeds of any such manner as the sale for all such costs paid or incurred by Licensor. If any surplus sale proceeds shall remain after such reimbursement, Licensor may see fit without notice deduct from such surplus any other sum due to Licensor hereunder and shall pay over to Licensee any remaining balance of such surplus of sale proceeds. Licensor shall also have the Licensee; right to make relinquish possession of all or any portion of such alterations Property to the Licensed Location as the any Person (“Claimant”) claiming to be entitled to possession thereof who presents to Licensor may see fit to facilitate its re-licensing; (iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee; (iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result copy of any Event of Default or any breach of the Licensee including, without limitation, if the instrument represented to Licensor terminates this Agreement, the cost of recovering the Licensed Location, solicitor’s fees (on a solicitor and his client basis) and the amount of the License Fee and other sums required to be paid pursuant to this Agreement for the remainder of the Term (had it not been terminated), all of which amounts shall be immediately due and payable by the Licensee to the Licensor; (v) suspend the supply to the Licensed Location of any benefit, service, utility or other service furnished by the Licensor until the Event of Default is cured; and/or (vi) apply to the courts for an order of specific performance or mandamus or an injunction compelling the Licensee to perform its obligations under this Lease, the Licensee acknowledging that damages are not sufficient remedy. (b) It shall not be unreasonable for the Licensor to withhold its consent, approval and/or signature at any time when the Licensee is in default hereunder. (c) No failure of the Licensor: (i) to insist at any time upon the strict performance of any provision of this Agreement; or (ii) to exercise any option, right, power or remedy contained in this Agreement shall be construed as a waiver, modification or relinquishment thereof. A receipt by the Licensor of any sum in satisfaction of any obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach. No waiver by the Licensor of any provision hereof shall be deemed Claimant to have been made unless expressed in writing signed executed by Licensee (or any predecessor of Licensee) granting Claimant the right to take possession of such property, without the necessity on the part of Licensor to inquire into the authenticity of said instrument’s copy or Licensee’s or Licensee’s predecessor’s signature thereon and without the necessity of Licensor. The waiver by ’s making any nature of investigation or inquiring as to the validity of the factual or legal basis upon which Claimant purports to act; and Licensee hereby indemnifies and holds Licensor harmless from all cost, expense, loss, damage, and liability incident to Licensor’s relinquishment of a default under this Agreement is not a waiver possession of all or any other or subsequent defaultportion of such Property to Claimant. (d) Notwithstanding any other provision of this Agreement, the Licensor may from time to time resort to (but under no circumstances shall be obligated to) and without affecting any of Licensor’s other rights or remedies hereunder, collect all rents and profits received by Licensee as a result of the rights and remedies available to it in possession of the event of any breach and/or event of default hereunder by Licensee, either UNLV Event Facilities or the Stadium by any provision of this Agreement, by statute party claiming through Licensee. Such amounts shall include amounts due under license or common law, al of which rights and remedies are intended to be cumulative and not alternative, and the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available the Licensor by statute or the general lawconcession arrangements. The Licensor collection of such rents and profits shall not be liable to cure, waive or satisfy any Licensee for any Claims whatsoever, howsoever caused by any acts or omissions Event of the Licensor in remedying or attempting to remedy any defaultDefault. (e) All costs Subject to Section 39.32, Licensor may exercise any and expensesall other remedies available to Licensor at law, including solicitors’ fees the right to seek damages, or proceed in equity, including injunctive relief and disbursements specific performance (on a solicitor and client basisto the extent not otherwise specified or listed in this Section 31.2), incurred by . Licensor may file suit to recover any sums falling due under the Licensor in connection with compelling or attempting to compel Licensee to comply with its obligations hereunder (including, without limitation, legal correspondences and notices of default), the exercise of any remedy for a breach or event of default hereunder, recovery of possession of the Licensed Location, recovery of the License Fee or any other amount due hereunder, The Licensor performing any of Licensee’s covenants or obligations herein or the enforcement of the provisions terms of this Agreement, incurred until repaid in full, shall be borne by Licensee and shall be paid by the Licensee to the Licensor upon demand along with the Licensor’s administrative fees in connection therewith Section 31.2 from time to time. Licensee shall indemnify the Licensor against all Claims (including legal fees on a solicitor , and client basis) incurred in enforcing payment thereof and in obtaining possession of the Licensed Location after an Event of Defaultno delivery to, or upon expiration or earlier termination recovery by, Licensor of the Term or any portion due Licensor hereunder shall be any defense in enforcing any covenant, proviso or agreement action to recover any amount not theretofore reduced to judgment in favor of the Licensee herein containedLicensor.

Licensor’s Remedies. (a) If and whenever an Event of Default occurs, In the event Licensee shall be deemed fails to be in default under this Agreement and, without prejudice to pay when due any other rights or remedies which the Licensor may have under this Agreement at law, in equity and/or by statute, the fill amount of the current month’s and the next three amounts (3) months’ instalments of the License Fee and Taxes will immediately become due and payable to the Licensor and, in addition, the Licensor shall have the following rights and remedies, which are cumulative and not alternative and which may or may not be exercised immediately in the Licensor’s sole and absolute discretion without liability to the Licensor for any Claims (including direct, indirect or consequential damages caused thereby): (i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of the License Fees and any other appropriate adjustments shall be made; (ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at the expense and risk of the Licensee or to sell or otherwise dispose of such property in such manner as the Licensor may see fit without notice to the Licensee; to make such alterations to the Licensed Location as the Licensor may see fit to facilitate its re-licensing; (iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee; (iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result of any Event of Default or any breach of the Licensee including, without limitation, if any installment of any Annual License Fee or any portion of the Licensor terminates Security Deposit) payable under this Agreement or otherwise breaches, or defaults in the performance or observation of, any of its obligations under this Agreement, the cost of recovering the Licensed LocationLicensor may elect, solicitor’s fees (on a solicitor and his client basis) and the amount in its sole discretion, to exercise any remedy available herein or at law and/or take any one or more of the License Fee and other sums required to be paid pursuant to following actions: (i) terminate this Agreement for and Licensee’s rights hereunder (x) immediately upon written notice to Licensee, if such failure, breach, or default is not capable of being cured, or (y) twenty (20) days after giving written notice to Licensee, if such failure, breach, or default is capable of being cured and Licensee fails to cure within such twenty (20) day period; (ii) accelerate and collect all remaining payment amounts due by Licensee through the remainder of the Term (had it not based on the net present value of such payment amounts using a six percent (6%) discount rate) for the uncured default; and/or (iii) withhold distribution to Licensee of Suite Tickets and/or Parking Passes to any Marlins’ Home Game, Jewel Event, Secondary Sports Team Home Game, or Additional Event until Licensee’s default is cured or, if Suite Tickets or Parking Passes for any such games or events have already been terminated)distributed to Licensee, all of which amounts shall be immediately due deny Licensee and payable by the Licensee Parties access to the Licensor; (v) suspend the supply to the Licensed Location of any benefit, service, utility or other service furnished by the Licensor Suite and parking facilities until the Event of Default Licensee’s default is cured; and/or (vi) apply to the courts for an order of specific performance or mandamus or an injunction compelling the Licensee to perform its obligations under this Lease, the Licensee acknowledging that damages are not sufficient remedy. (b) It Upon termination of this Agreement by Licensor under Section 12(a): (i) Licensee’s right to use and occupy the Suite and all other rights or benefits of Licensee under this Agreement shall end; (ii) Licensee shall remain liable for the payment of the Annual License Fees as set forth on Exhibit A and any other amounts (including, but not limited to, interest under Section 12(c)) due from Licensee under this Agreement as and when due of, on an accelerated basis, if selected by Licensor; (iii) Licensor shall have no further obligation of any kind to Licensee and may enter the Suite and remove and store all items of property of Licensee at Licensee’s expense; and (iv) Licensor may revoke any Suite Tickets and Parking Passes distributed to Licensee pursuant to this Agreement prior to its termination. Licensor shall have no duty to mitigate its damages as a result of a failure or default by Licensee hereunder and any amounts received by Licensor from any re-licensing of the Suite during the Term shall not be unreasonable for reduce Licensee’s obligations under the Licensor to withhold its consent, approval and/or signature at any time when preceding sentence. The provisions of this Section 12(b) shall survive the Licensee is in default hereundertermination of this Agreement. (c) No failure In the event Licensee fails to pay when due any amounts (including, without limitation, any Annual License Fee or any portion of the Licensor: Security Deposit) payable under this Agreement, Licensor shall have the right to charge interest thereon at the rate of one and one-half percent (i1.5%) per month (or, if less, the highest rate permitted by law) from the date beginning thirty (30) days after such payment is due and continuing on a monthly basis until such amount is paid. The interest charged shall, to insist at any time upon the strict performance extent permitted by applicable law, be compounded monthly. Any amount under this Agreement that is not paid when due shall not be considered paid until the interest charged thereon is paid in full. The provisions of any provision this Section 12(c) shall survive the termination of this Agreement; . (d) Licensor’s remedies under Sections 12(a), 12(b), and 12(c) shall not limit or (ii) to exercise exclude any option, right, power other right or remedy contained set forth herein or otherwise available to Licensor at law or in equity, including, but not limited to, Licensor’s right to receive indemnification under Section 15(b). (e) No waiver of any default or breach by Licensee of its obligations under this Agreement shall be effective unless expressed in writing by Licensor. No such waiver shall be construed to be a waiver or release of any other default or breach or subsequent default or breach by Licensee under this Agreement, and no failure or delay by Licensor in the exercise of any right or remedy provided for in this Agreement shall be construed as to constitute a waiver, modification forfeiture or relinquishment thereof. A receipt by the Licensor of any sum in satisfaction of any obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach. No waiver by the Licensor of any provision hereof shall be deemed to have been made unless expressed in writing signed by the Licensor. The waiver by the Licensor of a default under this Agreement is not a waiver thereof or of any other right or subsequent default. (d) Notwithstanding any other provision of this Agreement, the Licensor may from time to time resort to any or all of the rights and remedies remedy available to it in the event of any breach and/or event of default hereunder by Licensee, either by any provision of this Agreement, by statute or common law, al of which rights and remedies are intended to be cumulative and not alternative, and the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available the Licensor by statute or the general law. The Licensor shall not be liable to Licensee for any Claims whatsoever, howsoever caused by any acts or omissions of the Licensor in remedying or attempting to remedy any defaultLicensor. (e) All costs and expenses, including solicitors’ fees and disbursements (on a solicitor and client basis), incurred by the Licensor in connection with compelling or attempting to compel Licensee to comply with its obligations hereunder (including, without limitation, legal correspondences and notices of default), the exercise of any remedy for a breach or event of default hereunder, recovery of possession of the Licensed Location, recovery of the License Fee or any other amount due hereunder, The Licensor performing any of Licensee’s covenants or obligations herein or the enforcement of the provisions of this Agreement, incurred until repaid in full, shall be borne by Licensee and shall be paid by the Licensee to the Licensor upon demand along with the Licensor’s administrative fees in connection therewith from time to time. Licensee shall indemnify the Licensor against all Claims (including legal fees on a solicitor and client basis) incurred in enforcing payment thereof and in obtaining possession of the Licensed Location after an Event of Default, or upon expiration or earlier termination of the Term or in enforcing any covenant, proviso or agreement of the Licensee herein contained.

Licensor’s Remedies. Upon the occurrence of any Licensee Event of Default and while such remains uncured, Licensor may, in its sole discretion, pursue any one or more of the following remedies: (a) Licensor may, subject to Applicable Law (but under no circumstances shouldshall be obligated to) terminate this Agreement with the prior written approval of the Authority, subject and pursuant to Section 31.4, and upon such termination, Licensor may forthwith reenter and repossess the UNLV Event Facilities and any other portion of the Stadium occupied by Licensee by entry, forcible entry or detainer suit or otherwise, without demand or notice of any kind (except as otherwise set forth herein)), and be entitled to recover, as damages under this Agreement, a sum of money equal to the total of (Ii) the cost of recovering the UNLV Event Facilities, (II; (ii) the cost of removing and storing Licensee personal property, (III; (iii) the unpaid sums accrued hereunder at the date of termination; and (IViv) without duplication, any damages. If and whenever an Licensor shall elect to terminate this Agreement, then subject to the provisions of Section 31.4, Licensor shall at once have all the rights of reentry upon the UNLV Event Facilities, without becoming liable for damages or guilty of trespass. For the avoidance of doubt, the foregoing Licensee Events of Default occursdescribed in this Section 31.2(a)1 are the only Licensee Events of Default for which Licensor has the right to terminate this Agreement;. (b) Licensor may (but under no circumstance shall be obligated to) enter upon the UNLV Event Facilities and the Stadium and do whatever Licensee is obligated to do under the terms of this Agreement (such right of Licensor, herein called the (“Licensor Self Help Right”),, including taking all reasonable steps necessary to maintain and preserve the same. Licensee shall be deemed to be reimburse Licensor on demand for any reasonable expenses that Licensor may incur in default effecting compliance with Licensee’s obligations under this Agreement and(other than expenses of actually operating a business as opposed to maintenance, without prejudice to repair, and restoration). No action taken by Licensor under this Section 31.2(b) shall relieve Licensee from any other rights or remedies which the Licensor may have of its obligations under this Agreement at law, in equity and/or by statute, or from any consequences or liabilities arising from the fill amount failure to perform such obligations;. (c) inIn the event that Licensor denies Licensee access to and use of the current month’s UNLV Event Facilities and the next three Stadium or terminates this Agreement as a result of a Licensee Event of Default, and Licensee fails to remove Licensee’s personal property from the Stadium within thirty (330) months’ instalments of the License Fee and Taxes will immediately become due and payable to the Licensor anddays thereafter, in addition, the then Licensor shall have the following rights right to remove from the Stadium (without the necessity of obtaining a distress warrant, writ of sequestration or other legal process) all or any portion of such property located thereon and remediesplace same in storage at any premises within theClark County, which are cumulative and not alternative and which may or may not be exercised immediately Nevada. If, in the Licensor’s sole judgment, the cost of removing and absolute discretion without liability to storing or the Licensor for cost of removing and selling any Claims (including direct, indirect or consequential damages caused thereby): (i) to terminate this Agreement in respect of the whole or any part of the Licensed Location by written notice to Licensee. If this Agreement is terminated in respect of part of the Licensed Location, this Agreement shall be deemed to be amended by the appropriate amendments, and proportionate adjustments in respect of the License Fees and any other appropriate adjustments shall be made; (ii) to enter the Licensed Location as agent of the Licensee and as such agent to relicense all and/or part(s) of the Licensed Location for whatever term and on whatever terms and conditions as the Licensor in its sole and absolute discretion may determine and to receive the license fees therefore and, as agent of the Licensee, to take possession of any property on the Licensed Location, to store such property at exceeds the expense and risk of value thereof, Licensor shall have the Licensee or right to sell or otherwise dispose of such property in any commercially reasonable manner. Licensee shall be responsible for all costs of removal, storage and if applicable, sale, and Licensor shall have the right to reimburse itself from the proceeds of any such manner as the sale for all such costs paid or incurred by Licensor. If any surplus sale proceeds shall remain after such reimbursement, Licensor may see fit without notice deduct from such surplus any other sum due to Licensor hereunder and shall pay over to Licensee any remaining balance of such surplus of sale proceeds. Licensor shall also have the Licensee; right to make relinquish possession of all or any portion of such alterations Property to the Licensed Location as the any Person (“Claimant”) claiming to be entitled to possession thereof who presents to Licensor may see fit to facilitate its re-licensing; (iii) to remedy or attempt to remedy any default of the Licensee under this Agreement, at the Licensee’s sole cost and expense, and to enter upon the Licensed Location for such purposes. No notice of the Licensor’s intention to perform such covenants need be given to the Licensee; (iv) to recover from the Licensee all damages and expenses incurred by the Licensor as a result copy of any Event of Default or any breach of the Licensee including, without limitation, if the instrument represented to Licensor terminates this Agreement, the cost of recovering the Licensed Location, solicitor’s fees (on a solicitor and his client basis) and the amount of the License Fee and other sums required to be paid pursuant to this Agreement for the remainder of the Term (had it not been terminated), all of which amounts shall be immediately due and payable by the Licensee to the Licensor; (v) suspend the supply to the Licensed Location of any benefit, service, utility or other service furnished by the Licensor until the Event of Default is cured; and/or (vi) apply to the courts for an order of specific performance or mandamus or an injunction compelling the Licensee to perform its obligations under this Lease, the Licensee acknowledging that damages are not sufficient remedy. (b) It shall not be unreasonable for the Licensor to withhold its consent, approval and/or signature at any time when the Licensee is in default hereunder. (c) No failure of the Licensor: (i) to insist at any time upon the strict performance of any provision of this Agreement; or (ii) to exercise any option, right, power or remedy contained in this Agreement shall be construed as a waiver, modification or relinquishment thereof. A receipt by the Licensor of any sum in satisfaction of any obligation with knowledge of the breach of any provision hereof shall not be deemed a waiver of such breach. No waiver by the Licensor of any provision hereof shall be deemed Claimant to have been made unless expressed in writing signed executed by Licensee (or any predecessor of Licensee) granting Claimant the right to take possession of such property, without the necessity on the part of Licensor to inquire into the authenticity of said instrument’s copy or Licensee’s or Licensee’s predecessor’s signature thereon and without the necessity of Licensor. The waiver by ’s making any nature of investigation or inquiring as to the validity of the factual or legal basis upon which Claimant purports to act; and Licensee hereby indemnifies and holds Licensor harmless from all cost, expense, loss, damage, and liability incident to Licensor’s relinquishment of a default under this Agreement is not a waiver possession of all or any other or subsequent defaultportion of such Property to Claimant. (d) Notwithstanding any other provision of this Agreement, the Licensor may from time to time resort to (but under no circumstances shall be obligated to) and without affecting any of Licensor’s other rights or remedies hereunder, collect all rents and profits received by Licensee as a result of the rights and remedies available to it in possession of the event of any breach and/or event of default hereunder by Licensee, either UNLV Event Facilities or the Stadium by any provision of this Agreement, by statute party claiming through Licensee. Such amounts shall include amounts due under license or common law, al of which rights and remedies are intended to be cumulative and not alternative, and the express provisions hereunder as to certain rights and remedies are not to be interpreted as excluding any other or additional rights and remedies available the Licensor by statute or the general lawconcession arrangements. The Licensor collection of such rents and profits shall not be liable to cure, waive or satisfy any Licensee for any Claims whatsoever, howsoever caused by any acts or omissions Event of the Licensor in remedying or attempting to remedy any defaultDefault. (e) All costs Subject to Section 39.32, Licensor may exercise any and expensesall other remedies available to Licensor at law, including solicitors’ fees the right to seek damages, or proceed in equity, including injunctive relief and disbursements specific performance (on a solicitor and client basisto the extent not otherwise specified or listed in this Section 31.2), incurred by . Licensor may file suit to recover any sums falling due under the Licensor in connection with compelling or attempting to compel Licensee to comply with its obligations hereunder (including, without limitation, legal correspondences and notices of default), the exercise of any remedy for a breach or event of default hereunder, recovery of possession of the Licensed Location, recovery of the License Fee or any other amount due hereunder, The Licensor performing any of Licensee’s covenants or obligations herein or the enforcement of the provisions terms of this Agreement, incurred until repaid in full, shall be borne by Licensee and shall be paid by the Licensee to the Licensor upon demand along with the Licensor’s administrative fees in connection therewith Section 31.2 from time to time. Licensee shall indemnify the Licensor against all Claims (including legal fees on a solicitor , and client basis) incurred in enforcing payment thereof and in obtaining possession of the Licensed Location after an Event of Defaultno delivery to, or upon expiration or earlier termination recovery by, Licensor of the Term or any portion due Licensor hereunder shall be any defense in enforcing any covenant, proviso or agreement action to recover any amount not theretofore reduced to judgment in favor of the Licensee herein containedLicensor.