Common use of MATERIALS AND TAXES Clause in Contracts

MATERIALS AND TAXES. For each Included Program, Licensor shall make available to Licensee at least thirty (30) days prior to the Availability Date for such Included Program one (1) encoded digital file in Licensor’s pre-determined specifications (each, a “Copy”), together with available Advertising Materials (defined at Schedule A, Section 12.1) and music cue sheets. To the extent Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of Licensee’s encoding. Licensee shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and the associated cost. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) of XXX 000 for each Copy of a Television Episode provided to Licensee hereunder. Licensor shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment to Licensor within 45 days after the delivery of such invoice. Notwithstanding anything to the contrary in this Agreement, Licensor shall have no obligation to deliver any Copies or Advertising Materials to Licensee if Licensee is not current on payment of all fees due under this Agreement (e.g., License Fees, Administrative Fees, overages, etc.). Within thirty (30) days following the last day of the last License Period with respect to each Included Program, Licensee shall at Licensor’s election either return all copies to Licensor or erase or degauss all such copies and supply Licensor with a certification of erasure or degaussing of such. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officer. Licensee shall pay and hold Licensor forever harmless from and against any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxes), payments or fees required to be paid to any third party in the Territory now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an Included Program hereunder, including, without limitation, any payments due to any music performance society. Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. In no event shall Licensor be required to deliver Copies in any language version other than the original language version. To the extent available, Licensor will provide Mandarin subtitle files and Mandarin audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Mandarin, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the master of such dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.

MATERIALS AND TAXES. For each Included Program, Licensor shall make available provide access to Licensee at least thirty (30) days prior to the Availability Date for such Included each Licensed Program one (1) encoded at Licensor’s election, a Digital Betacam videotape or a digital file in Licensor’s pre-determined specifications (each, a “Copy”), in the original language (or subtitled/dubbed, if such version is available to Licensor), together with available Advertising Materials and available “making of” and/or “behind the scenes” materials (defined at Schedule Awhich, Section 12.1) and music cue sheets. To to the extent available and licensed under this Agreement, shall be deemed Advertising Materials) at no cost to Licensee; provided, however, that in the event a Library Film licensed as an Additional Program would cause Licensor to incur an additional cost to make materials for such Library Film available to Licensee, then Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right promptly commence a good faith attempt to approve the quality of Licensee’s encoding. Licensee shall also be responsible agree to a substitute program for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and the associated cost. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) of XXX 000 for each Copy of a Television Episode provided to Licensee hereunder. Licensor shall deliver an invoice from time to time with respect exhibition pursuant to the Administrative Fees due and payable hereunderterms of this Agreement. In addition, and Licensee if an English closed-captioned version, or dynamic subtitled version in the Arabic, Chinese or Hebrew language version has been completed for a Copy, then Licensor shall make such payment version available to Licensor within 45 days after Licensee at no cost to Licensee. For the delivery avoidance of such invoice. Notwithstanding anything to the contrary in this Agreementdoubt, Licensor shall have be under no obligation to deliver create any Copies such versions or Advertising Materials to make any such versions available to Licensee if Licensee is such version does not current on payment exist. Notwithstanding any of the foregoing, and without limiting any other right of Licensor, Licensor shall not be obligated to provide access to any materials hereunder if all fees payments due under this Agreement (e.g., License Fees, Administrative Fees, overages, etc.)to Licensor hereunder are not current. Within thirty (30) days following the last day of the last License Period with respect to of each Included Licensed Program, or earlier upon Licensor’s request, Licensee shall at LicensorLicensee’s election either expense return all copies to Licensor or its designee, all Copies, Advertising Materials and any other materials for such Licensed Program or, at Licensor’s request, erase or degauss all such copies materials and supply provide Licensor with a certification of the erasure or degaussing of such. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by an officer of Licensee’s most senior programming officer. Licensee shall pay and hold Licensor forever harmless from and against any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxesamounts), payments or fees required to be paid to any third party in the Territory now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, or use hereunder to or by Licensee of the Included Licensed Programs or any print or any Copy of an Included Licensed Program hereunder, including, without limitation, any payments due to any music performance society. Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included a Licensed Program, Licensee shall promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. Each Copy of the Included Programs any Licensed Program and all Advertising Materials therefor are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. In no event shall Licensor be required to deliver Copies in any language version other than the original language version. To the extent available, Licensor will provide Mandarin subtitle files and Mandarin audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Mandarin, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the master of such dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.

MATERIALS AND TAXES. For 8.1 Prior to the Availability Date for each Included Program, Licensor shall make available to Licensee at least thirty (30) days prior to the Availability Date for such Included Program Licensee, one (1) encoded digital mezzanine file in Licensor’s pre-determined specifications Apple ProRes format or such other mezzanine format mutually agreed upon by the parties (where the parties agree to work together in good faith to find mutually agreeable formats as technology evolves) (each, a “Copy”)) of such Included Program, (together with available subtitle script files, metadata and Advertising Materials (Materials, as defined at Schedule A, Section 12.1) and music cue sheets. To , to the extent cleared and available), in the [original language version /Licensed Language – to be discussed] in a form capable of encoding and/or wrapping in the Approved Format in effect as of such date. Licensor’s predetermined metadata shall contain title and credit information of the Included Programs, and Licensor shall make reasonable efforts to include the Territory in the metadata, provided that, the information included in the metadata shall in no way expand the rights of Licensee hereunder, and Licensor’s failure to include the Territory within the metadata shall not be considered a breach hereunder. Unless and until otherwise agreed by the parties in writing (including by email), Licensor and Licensee agree and acknowledge Licensee will obtain such Copies from Sonic Solutions or directly from Licensor (in such event, Licensee shall provide Licensor with at least fifteen (15) Business Days prior written notice to the following email address: xxx_xxx_xxxxxxxxxx@xxx.xxxx.xxx (or via other mutually agreed upon means in writing). Licensee will be liable for all acts and omissions taken by Sonic Solutions with respect to the Copies that constitute a breach of this Agreement. Costs of creating and providing digital Copies and digital Advertising Materials, including, without limitation, encoding, duplication, one-way shipping and forwarding charges and insurance, shall be borne by Licensee pursuant to the flat rates set forth in the table below on a per file basis. The parties agree to periodically re-evaluate such rates to ensure that such rates are consistent with industry competitive rates. In the event that Licensee requires any digital files which that deviate from such specifications or requires tape mastersLicensor’s predetermined specifications, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or any necessary encoding, transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of at Licensee’s sole expense. To the extent that a Licensed Language Copy is not available, all costs of any subtitling and dubbing in the Licensed Languages, including, without limitation, direct out-of-pocket costs of duplication/encoding, shipping and forwarding charges and insurance, shall be borne by Licensee. Licensee Encoding, transcoding, subtitling and dubbing shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logostake place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee’s facilities are expressly hereby approved by Licensor. In any event, the associated cost. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) number of XXX 000 for each Copy of a Television Episode provided Copies and Advertising Materials delivered to Licensee hereunderin connection with an Included Program shall be in Licensor’s sole discretion. Licensor shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment to Licensor within 45 days after the delivery of such invoice. Notwithstanding anything to the contrary in this Agreement, Licensor shall have no obligation to deliver any Copies 1) 8Mpbs or Advertising Materials to Licensee if Licensee is not current on payment of all fees due under this Agreement 20Mbps MPEG-2 $50.00 $50.00 $50.00 2) 20Mbps MPEG-2 $50.00 $50.00 $50.00 3) XDCAM SR $50.00 $75.00 $100.00 4) ProRes $100.00 $150.00 $250.00 8.2 Within ninety (e.g., License Fees, Administrative Fees, overages, etc.). Within thirty (3090) days following the last day of the last License Period Period, or upon expiration of the Term or termination of this Agreement for any reason, with respect to each Included Program, Licensee shall at shall, upon Licensor’s election either return all copies to Licensor or written request, erase or degauss destroy all such copies Copies and supply Licensor with a certification of erasure or degaussing destruction. 8.3 Except as otherwise provided in Section 7.3 of such. In Schedule A to the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this ScheduleAgreement, Licensee shall within seven (7) days returndetermine, destroycollect, delete or disablebear, at Licensor’s electionremit, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable)pay, signed by Licensee’s most senior programming officer. Licensee shall pay and hold Licensor forever harmless from and against against, any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxes), payments or fees required to be paid to any third party in the Territory now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, possession or use hereunder to or by Licensee of the Included Programs Programs, or any print print, or any Copy of an Included Program, or Advertising Materials of or related to an Included Program hereunder, including, without limitation, any payments due to any music performance societysociety arising out of such use by Licensee, and all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any VOD and DHE Customer Transactions. Upon All prices and payments from Licensee to Licensor mentioned in this Agreement are exclusive of, and Licensee shall pay to Licensor, any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. Where applicable law requires, Licensor will add any relevant Sales Taxes to its invoices and Licensee will pay such taxes without deduction of any kind. Where applicable law requires Licensee to self-assess or reverse-charge Sales Taxes, Licensee shall be solely responsible for complying with such law. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities of any territory in which Licensee or its affiliates operate or are incorporated. [Confirm w/ Xxxxx] 8.4 If Licensee obtains actual knowledge of the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish notify Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts known to Licensee thereof. . 8.5 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. . 8.6 In no event shall Licensor be required to deliver Copies in any language version other than the original language version. To the extent available, Licensor will provide Mandarin subtitle files and Mandarin audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Mandarin, and Licensee wishes [Is this changed to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the master of such dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.Language?]

MATERIALS AND TAXES. For 8.1 Prior to the Availability Date for each Included Program, Licensor shall make available to Licensee at least thirty (30) days prior to the Availability Date for such Included Program Licensee, one (1) encoded digital mezzanine file in Licensor’s pre-determined specifications Apple ProRes format or such other mezzanine format mutually agreed upon by the parties (where the parties agree to work together in good faith to find mutually agreeable formats as technology evolves) (each, a “Copy”)) of such Included Program, (together with available subtitle script files, metadata and Advertising Materials (Materials, as defined at Schedule A, Section 12.1) and music cue sheets. To , to the extent cleared and available), in the original language version in a form capable of encoding and/or wrapping in the Approved Format in effect as of such date. Licensor’s predetermined metadata shall contain title and credit information of the Included Programs, and Licensor shall make reasonable efforts to include the territory, provided that, the information included in the metadata shall in no way expand the rights of Licensee hereunder, and Licensor’s failure to include the territory within the metadata shall not be considered a breach hereunder. Costs of creating and providing digital Copies and digital Advertising Materials, including, without limitation, encoding, duplication, one-way shipping and forwarding charges and insurance, shall be borne by Licensee pursuant to mutually agreed upon rates on a title-by- title basis. The parties agree to periodically re-evaluate such rates to ensure that such rates are consistent with industry competitive rates. In the event that Licensee requires any digital files which that deviate from such specifications or requires tape mastersLicensor’s predetermined specifications, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or any necessary encoding, transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of at Licensee’s sole expense. To the extent that a Licensed Language Copy is not available, all costs of any subtitling and dubbing in the Licensed Languages, including, without limitation, direct out-of-pocket costs of duplication/encoding, shipping and forwarding charges and insurance, shall be borne by Licensee. Licensee Encoding, transcoding, subtitling and dubbing shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logostake place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee’s facilities are expressly hereby approved by Licensor. In any event, the associated cost. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) number of XXX 000 for each Copy of a Television Episode provided Copies and Advertising Materials delivered to Licensee hereunder. Licensor in connection with an Included Program shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment to Licensor within 45 days after the delivery of such invoice. Notwithstanding anything to the contrary be in this Agreement, Licensor shall have no obligation to deliver any Copies or Advertising Materials to Licensee if Licensee is not current on payment of all fees due under this Agreement Licensor’s sole discretion. 8.2 Within ninety (e.g., License Fees, Administrative Fees, overages, etc.). Within thirty (3090) days following the last day of the last License Period with respect to each Included Program, Licensee shall at shall, upon Licensor’s election either return all copies to Licensor or written request, erase or degauss destroy all such copies Copies and supply Licensor with a certification of erasure or degaussing of such. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officer. destruction. 8.3 Licensee shall pay and hold Licensor forever harmless from and against any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxes), payments or fees required to be paid to any third party in the Territory now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, possession or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an Included Program hereunder, including, without limitation, any payments due to any music performance society. Upon society arising out of such use by Licensee. 8.4 If Licensee obtains actual knowledge of the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish notify Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts known to Licensee thereof. . 8.5 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. . 8.6 In no event shall Licensor be required to deliver Copies in any language version other than the original language version. To the extent available, Licensor will provide Mandarin subtitle files and Mandarin audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Mandarin, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, to the master of such dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.

MATERIALS AND TAXES. For 8.1 Prior to the Availability Date for each Included Program, Licensor shall make available to Licensee at least thirty (30) days prior to the Availability Date for such Included Program Licensee, in Licensor’s discretion, one (1) encoded digital mezzanine file in a Licensor’s pre-determined predetermined mutually agreed specifications (each, a “Copy”)) of such Included Program, metadata , poster art, spotlight art , or trailer , (together with available subtitle script files and Advertising Materials (Materials, as defined at Schedule A, Section 12.1) and music cue sheets. To , to the extent cleared and available), in the original language version in a form capable of encoding and/or wrapping in the Approved Format in effect as of such date. Costs of creating and providing digital Copies and digital Advertising Materials, including, without limitation, encoding, duplication, one-way shipping and forwarding charges and insurance, shall be borne by Licensee. In the event that Licensee requires any digital files which that deviate from such specifications or requires tape mastersLicensor’s predetermined specifications, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or any necessary encoding, transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of at Licensee’s sole expense. To the extent that a Licensed Language Copy is not available, all costs of any subtitling and dubbing in the Licensed Languages, including, without limitation, direct out-of-pocket costs of duplication/encoding, shipping and forwarding charges and insurance, shall be borne by Licensee. Licensee [discuss] Encoding, transcoding, subtitling and dubbing shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logostake place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. In any event, the associated cost. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) number of XXX 000 for each Copy of a Television Episode provided Copies and Advertising Materials delivered to Licensee hereunder. Licensor in connection with an Included Program shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment to Licensor within 45 days after the delivery of such invoice. Notwithstanding anything to the contrary be in this Agreement, Licensor shall have no obligation to deliver any Copies or Advertising Materials to Licensee if Licensee is not current on payment of all fees due under this Agreement (e.g., License Fees, Administrative Fees, overages, etcLicensor’s sole discretion.). 8.2 Within thirty (30) days following the last day of the last License Period with respect to each Included Program, Licensee shall at Licensor’s election either return all copies Copies to Licensor or erase or degauss all such copies Copies and supply Licensor with a certification of erasure or degaussing of such. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officer. . 8.3 Licensee shall pay and hold Licensor forever harmless from and against any and all taxes (including interest and penalties on any such amounts but other than corporate income and similar taxes), payments or fees required to be paid to any third party in the Territory now or hereafter imposed or based upon the licensing, rental, delivery, exhibition, possession, possession or use hereunder to or by Licensee of the Included Programs or any print or any Copy of an Included Program hereunder, including, without limitation, any payments due to any music performance society. society arising out of such use by Licensee. 8.4 Upon If Licensee obtains actual knowledge of the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly notify furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts known to Licensee thereof. . 8.5 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. . 8.6 In no event shall Licensor be required to deliver Copies in any language version other than the original language version. To the extent available, unless Licensor will provide Mandarin subtitle files and Mandarin audio tracks. If Licensor makes delivers Copies in other language versions to other distributors offering a program available for which Licensor does not have available a Copy dubbed or subtitled in Mandarin, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, at no charge to Licensor, service generally similar to the master of such dubbed and/or subtitled versionLicensed Service. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program.