Common use of SUB-LICENSE RIGHTS Clause in Contracts

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges that LMGC has entered into sub-licensing arrangements with a number of Sponsors that are currently participating in the Programme. AMIH confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH agrees that LMGC may grant additional or amended non-exclusive sub- licenses to the same or other Sponsors to use the Canadian Marks in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current Sponsors, AMIH hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-license arrangements, LMGC shall submit to AMIH a copy of each such license agreement and AMIH shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH shall be deemed to have consented to such sub-license arrangement. In any event, AMIH's consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-licensees of the AMIH Marks appointed by LMGC comply with an obligation, this means: (i) LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and (ii) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges that LMGC has entered into sub-licensing arrangements with a number of Sponsors that are currently participating in the Programme. AMIH confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH AMIT agrees that LMGC ADSC may grant additional or amended and exploit non-exclusive sub- sub-licenses to the same or other Sponsors to use the Canadian Marks AMIT Know How in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current SponsorsSponsors currently sub-licensed by LMGC in Canada in conjunction with the participation by those Sponsors in the Canadian Programme, AMIH AMIT hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-license arrangements, LMGC ADSC shall submit to AMIH AMIT a copy of each such license agreement and AMIH AMIT shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH AMIT shall be deemed to have consented to such sub-license arrangement. In any event, AMIHAMIT's consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH 3.2 AMIT agrees that LMGC ADSC may agree in such sub-license agreements as as' mentioned under Article 3.2 3.1 with such Sponsors that neither AMIH AMIT nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks AMIT Know How outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 3.3 It shall be a term of all sub-licenses granted pursuant to Article 3.2 3.1 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS provided always that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 3.4 In this Agreement, where LMGC ADSC agrees to ensure that all sub-sub- licensees of the AMIH Marks AMIT Know How appointed by LMGC ADSC comply with an obligation, this means: (i) LMGC ADSC shall impose a contractual obligation on the sub-sub- licensees to observe such obligations; and (ii) where LMGC ADSC becomes aware of any non-compliance by any sub-licensee sublicensee with any such obligation, LMGC ADSC shall use reasonable efforts to ensure that such sub-licensee sublicensee complies with such obligation. 3.6 3.5 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges that LMGC has entered into (a) XXX shall have the right to sub-licensing arrangements with a number license any of Sponsors that are currently participating in the Programme. AMIH confirms that licences and other rights granted under Clauses 2.1 and 2.3. (i) without the terms and conditions prior written consent of such KTI where the sub-licenses are acceptable licence is granted to itan Affiliate of XXX, an Authorized Wholesaler or a Distributor outside the Major Markets, (ii) with the prior written consent of KTI [***] where the sub-license is granted to a Distributor (other than a Distributor listed in Schedule 7), in a Major Market; and (iii) with the prior written consent of KTI [***] where the sub-license granted is granted to a XXX Sub-licensee. 3.2 AMIH agrees that LMGC may grant additional or amended non-exclusive sub- licenses to the same or other Sponsors to use the Canadian Marks in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such (b) Each sub-licenses are license by XXX to an Affiliate shall terminate automatically if such Affiliate ceases to be an Affiliate of XXX. (c) Each sub-license right that XXX grants hereunder shall be consistent with the terms and conditions of this Agreement, including Clause 15.5, and shall not relieve XXX of its obligations hereunder or under the current Related Agreements. (d) Each sub-license arrangements under this Clause 2.4 shall automatically terminate upon termination of this Agreement unless the survival has been expressly approved by KTI in connection with the current Sponsorsconsent provided according to this Clause 2.4. (e) In case that the sub-licensing requires prior written consent, AMIH hereby grants its consent to XXX shall inform KTI in writing of the name of the relevant Sub-licensee or Distributor together with the description of the rights granted, the Licensed Products concerned therewith, the relevant territory of such sub-licenseslicense and all other relevant information reasonably requested by KTI. If KTI agrees that all information provided pursuant to this Clause 2.4(e) shall, subject to Clause 20.4, be deemed to be Confidential Information of XXX and will be subject to the terms set forth in Article 20 below. (f) XXX shall use Commercial Reasonable Efforts to ensure that each such XXX Sub-licensee, Affiliate and Distributor possesses the necessary skill and experience to enable it to perform the obligations sub-licensed and does in fact perform such obligations in accordance with the terms and conditions of such this Agreement. (g) Notwithstanding the foregoing, XXX may within the confines of the license granted in Clause 2.1 sub-licenses are not consistent with the current contract any development and Manufacturing activities as part of its general outsourcing activities to sub-license arrangements, LMGC shall submit to AMIH contractors on a copy of each such license agreement and AMIH shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH shall be deemed to have consented to such subfee-license arrangement. In any event, AMIH's consent to such subfor-licenses shall not be unreasonably withheld. 3.3 AMIH agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-licensees will object to hire basis without the use by such Sponsors of the AMIH Marks outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory need for the Programme or the participation prior written consent of the Sponsors in the Programme PROVIDED ALWAYS that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the TerritoryKTI. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-licensees of the AMIH Marks appointed by LMGC comply with an obligation, this means: (i) LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and (ii) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH AMIT acknowledges that LMGC has entered into sub-licensing arrangements relating to the participation in the Programme with a number of Sponsors that are currently participating in the Programme. AMIH AMIT confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH AMIT agrees that LMGC may grant additional or amended non-exclusive sub- sub-licenses to the same or other Sponsors to use and exploit the Canadian Marks AMIT Know How in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current Sponsors, AMIH AMIT hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-license arrangements, LMGC shall submit to AMIH AMIT a copy of each such license agreement and AMIH AMIT shall provide written notice of any objections thereto there to within ten (10) Business Days, failing which AMIH AMIT shall be deemed to have consented to such sub-license arrangement. In any event, AMIH's AMIT’s consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH AMIT agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH AMIT nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks AMIT Know How outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS provided always that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-licensees of the AMIH Marks AMIT Know How appointed by LMGC comply with an obligation, this means: : (ia) LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and and (iib) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee LMGC has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges agrees that LMGC has entered into subADSC may grant non-licensing arrangements with a number of Sponsors that are currently participating in the Programme. AMIH confirms that the terms and conditions of such exclusive sub-licenses are acceptable to it. 3.2 AMIH agrees that LMGC may grant additional or amended non-exclusive sub- licenses to the same or other Sponsors to use the Canadian United States Marks in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current SponsorsSponsors currently sub- licensed by LMGC in Canada in conjunction with participation by those Sponsors in the Canadian Programme, AMIH hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the such current sub-license arrangements, LMGC ADSC shall submit to AMIH a copy of each such license agreement and AMIH shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH shall be deemed to have consented to such sub-license arrangement. In any event, AMIH's consent to such sub-licenses shall not be unreasonably withheld. 3.3 3.2 AMIH agrees that LMGC ADSC may agree in such the sub-license agreements as mentioned under Article 3.2 Article 3.1 with such Sponsors in respect of the Programme in the Territory that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-sub- licensees will object to the use by such Sponsors of the AMIH Marks outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 3.3 It shall be a term of all sub-licenses granted pursuant to Article 3.2 3.1 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 3.4 In this Agreement, where LMGC ADSC agrees to ensure that all sub-sub- licensees of the AMIH Marks appointed by LMGC ADSC comply with an obligation, this means: : (i) LMGC ADSC shall impose a contractual obligation on the sub-sub- licensees to observe such obligations; and (ii) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges that LMGC has entered into sub-licensing arrangements with a number of Sponsors that are currently participating in the Programme. AMIH confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH agrees that LMGC may grant additional or amended non-exclusive sub- sub-licenses to the same or other Sponsors to use the Canadian Marks in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current Sponsors, AMIH hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-license arrangements, LMGC shall submit to AMIH a copy of each such license agreement and AMIH shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH shall be deemed to have consented to such sub-license arrangement. In any event, AMIH's ’s consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-licensees of the AMIH Marks appointed by LMGC comply with an obligation, this means: : (ia) LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and and (iib) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH acknowledges that LMGC has entered into sub-licensing arrangements with a number of Sponsors that are currently participating in the Programme. AMIH confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH agrees that LMGC may grant additional or amended non-exclusive sub- sub-licenses to the same or other Sponsors to use the Canadian Marks in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-sub- license arrangements with the current Sponsors, AMIH hereby grants its consent to such sub-sub- licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-sub- license arrangements, LMGC shall submit to AMIH a copy of each such license agreement and AMIH shall provide written notice of any objections thereto within ten (10) Business Days, failing which AMIH shall be deemed to have consented to such sub-license arrangement. In any event, AMIH's ’s consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS provided always that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-licensees of the AMIH Marks appointed by LMGC comply with an obligation, this means: (i) LMGC shall impose a contractual obligation on the sub-licensees to observe such obligations; and (ii) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-sub- licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.

SUB-LICENSE RIGHTS. 3.1 AMIH AMIT acknowledges that LMGC has entered into sub-licensing arrangements relating to the participation in the Programme with a number of Sponsors that are currently participating in the Programme. AMIH AMIT confirms that the terms and conditions of such sub-licenses are acceptable to it. 3.2 AMIH AMIT agrees that LMGC may grant additional or amended non-exclusive sub- sub-licenses to the same or other Sponsors to use and exploit the Canadian Marks AMIT Know How in the Territory in connection with the Programme only, with or without exclusivity in the relevant Category. If the terms and conditions of such sub-licenses are consistent with the terms and conditions of the current sub-license arrangements with the current Sponsors, AMIH AMIT hereby grants its consent to such sub-licenses. If the terms and conditions of such sub-licenses are not consistent with the current sub-license arrangements, LMGC shall submit to AMIH AMIT a copy of each such license agreement and AMIH AMIT shall provide written notice of any objections thereto there to within ten (10) Business Days, failing which AMIH AMIT shall be deemed to have consented to such sub-license arrangement. In any event, AMIHAMIT's consent to such sub-licenses shall not be unreasonably withheld. 3.3 AMIH AMIT agrees that LMGC may agree in such sub-license agreements as mentioned under Article 3.2 with such Sponsors that neither AMIH AMIT nor their Affiliates, successors, assignees, licensees or sub-licensees will object to the use by such Sponsors of the AMIH Marks AMIT Know How outside the Territory only to the extent that such use is in accordance with the rights granted in Article 2.2 above. 3.4 It shall be a term of all sub-licenses granted pursuant to Article 3.2 above that the Sponsors undertake not to engage in any advertising or promotion outside the Territory for the Programme or the participation of the Sponsors in the Programme PROVIDED ALWAYS provided always that incidental references to the participation of the Sponsors in the Programme in the Territory may be made in promotional materials such as brochures outside the Territory incidental to the distribution inside the Territory provided that any use of the Marks in such promotional materials shall clearly indicate that the Sponsors participate in the Programme in the Territory and that the Programme is only open to entitled members with addresses in the Territory. 3.5 In this Agreement, where LMGC agrees to ensure that all sub-sub- licensees of the AMIH Marks AMIT Know How appointed by LMGC comply with an obligation, this means: (i) LMGC shall impose a contractual obligation on the sub-sub- licensees to observe such obligations; and (ii) where LMGC becomes aware of any non-compliance by any sub-licensee with any such obligation, LMGC shall use reasonable efforts to ensure that such sub-licensee complies with such obligation. 3.6 The Parties acknowledge that Licensee LMGC has no obligation to (but may) amend any agreement with any existing Sponsor and that any and all such agreements with any Sponsors remain unaffected hereby. 3.7 For greater clarity, LMGC may sub-license its rights hereunder to an Affiliate to the extent considered by LMGC, acting reasonably, advisable for the operation of travel agency services in the Territory.