Common use of WITHDRAWAL OF PROGRAMS Clause in Contracts

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor ’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute such Included Programs in such Territory hereunder, Program as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of such Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of such Included Programs in such Territory Program may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if such Included Programs are Program is placed on moratorium, as such term is customarily used in the home video distribution industry, ; or (v) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Withdrawal may, as specified by Licensor in accordance with Licensor’s reasonable good faith compliance with its rights and obligations, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program (e.g., no future Customer Transactions may be allowed and Digital Locker Functionality shall be disabled post-withdrawal) or only to certain portions of such features and functionalities with respect to the withdrawn Included Program (e.g., future Customer Transactions may be prohibited post-withdrawal while Digital Locker Functionality may continue to be enabled). Notwithstanding anything herein to the contrary, Licensor may not shall continue to have the right to withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to Programs after the distribution expiration or termination of an Included Program over a specific platform(s)the Term, in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any event such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such apply to post-withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from LicensorDigital Locker Functionality. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights right or remedies remedy solely as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant permitted hereunder. Licensor shall use commercially reasonable efforts to this Article 6.1 shall not treat Licensee in any way (1) be deemed the same manner as it treats all similarly situated Other Distributors with regard to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programwithdrawals.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service (and as soon as practicable after written notice from Licensor (which shall be no later than two (2) Business Days after such notice, in exigent circumstances as determined by Licensor, or five (5) days after such notice otherwise), Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) Licensor is required to remove any such Included Program pursuant to its applicable pay output television license in a Territory; (vi) upon 30 days’ prior written notice, Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvii) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program or (viii) necessary duplicating materials are unavailable or Copies otherwise cannot be produced in accordance with the applicable specifications. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program or only to certain portions of such features and functionalities with respect to the withdrawn Included Program; provided, however, that such withdrawal right shall not be used in a discriminatory manner or otherwise in a manner designed to frustrate the purpose or intent of this Agreement. Notwithstanding anything contained herein to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program Licensor’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to under the terms of this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee Agreement shall not be entitled deemed to be, or in any rights or remedies as way constitute, a result breach of such withdrawal including, without limitation, this Agreement (and in no event shall Licensee have any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, its business based upon any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programwithdrawal).

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if(and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on such Licensed Service and shall cease to promote such program’s availability on such Licensed Service) if (i) Licensor reasonably believes in its good faith reasonable judgment that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes in its good faith reasonable judgment that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with with, or irreparably damage Licensor’s material relationship with, any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvi) upon 30 days’ prior written notice,or (iii) upon thirty (30) days’ prior written notice, if Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the contrary, Licensor may not withdraw an withdrawn Included Program unless Licensor has or only to certain portions of such features and functionalities with respect to the withdrawn Included Program.; provided, that such Included Program in each case is removed from all Other SVOD Distributors (it being agreed and understood that a cause for the same or similar Approved Transmission Means to which the reason for such removal is applicable. In the event of any withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1section before the last day of the License Period for such Included Program, Licensor shall reimburse promptly commence a good faith attempt to agree with Licensee (up as to $500 per a substitute program for exhibition pursuant to the terms of this Agreement. Licensee shall have the right to exhibit such substitute program for the remainder of the License Period of the withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee Program and shall have such rights and obligations with respect to such substitute program as if such substitute program were an Included Program. (which shall be a comparable program to the Included Program withdrawn (using the criteria set forth in Section 1.9)) for exhibition pursuant to the terms of this Agreement for the same period of time as remained in the License Period for the Included Program withdrawn. In the event the parties cannot promptly agree upon a substitute program, and Licensor shall promptly refund (bor offset) provided that such withdrawal occurs within a pro rata portion of the first six (6) months of such License Fee applicable to the withdrawn Included Program’s License Period. For any withdrawal, Licensee’s Licensor shall pay for, or reimburse Licensee for, all reasonable out-of-pocket encoding costs for such relating to the removal of the Included Program from the Licensed Services, removal of any marketing materials containing the Included Program, in each case if and only any replacement costs related to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawalsubstitute program (including all delivery costs). Any withdrawal substitute program shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn an “Included Program”.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Feature Film from a Licensed the Service (and Amazon shall cease to make such program available on the Service and shall cease to promote such program’s availability on the Service, in the applicable Territory ifcircumstances described in subclause (a) below as soon as practicable after written notice from CDD and, in any event within 72 hours after such notice and, in circumstances described in subclauses (ib) Licensor or (c) below, within 30 days after written notice from CDD) in the event that: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee Amazon to use, market, promote, license, distribute and/or transmit any Included Programs in such Territory hereunderProgram that is a Feature Film as previously provided by CDD hereunder or there has been a Suspension, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor an Approved Format has been withdrawn or any SPE Entity after the Effective Datethis Agreement has been terminated pursuant to Section 18.1; or (iib) Licensor CDD reasonably believes that LicenseeAmazon’s continued use, marketing, promotion, license, distribution of Included Programs in such Territory will violate the terms and/or transmission of any of Licensor Included Program that is a Feature Film may adversely affect CDD’s agreements material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or other similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vc) upon thirty (30) days’ prior written notice, LicensorCDD, or an Affiliate of LicensorCDD, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program (any such withdrawal hereunder, a “Withdrawal” and “Withdraw” and “Withdrawn” shall have correlative meanings). For the avoidance of doubt, Withdrawals under the circumstances described in subclauses (a) or (b) above may, as specified by CDD, apply entirely (such that no post-Withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable Withdrawn Included Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable Withdrawn Included Program) or only to certain portions of the features and functionalities Licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). In the event of a Withdrawal under subclause (c) above, the removal of the applicable Included Program shall be limited to Withdrawal of the Included Program from further Customer Transactions on the Service, and shall not include a withdrawal of Digital Locker Functionality and Streaming Functionality. Notwithstanding anything to the contrarycontrary contained in this Agreement, Licensor may not withdraw CDD shall have the right to Withdraw Included Programs that are Feature Films (in the circumstances described in subclauses (a) and (b) above) even after the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete Withdrawal). In the event an Included Program unless Licensor has withdrawn that is a Feature Film is Withdrawn before such Included Program from all Other Distributors has been available on the Service fewer than ninety (90) days, CDD shall reimburse Amazon for the reasonable out-of-pocket costs directly associated with Amazon’s encoding (if any), posting, and then removing any such Included Programs (it being agreed and understood that a cause for withdrawal pursuant amounts paid or credited to subparts (i)-(iv) may Customers shall be limited treated as set forth in Section 8.2). CDD acknowledges that its right to Withdraw Included Programs that are Feature Films from the Service under this Section is intended solely with respect to the distribution affected Included Programs and is not intended as a means for more broadly terminating Amazon’s rights to use the same under this Agreement (except to the extent the circumstances giving rise to CDD’s Withdrawal rights apply more broadly). For the avoidance of an doubt, in no event shall any rights of Amazon and/or its customers with respect to Digital Locker Functionality be greater after the Term of this Agreement than they were during the Term of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program over that is a specific platform(s), in which case Licensor need not withdraw such Included Programs Television Program from the platforms of all Other Distributors that are not affected by the same specific cause Service for such withdrawal). Licensor shall give Licensee any reason in its sole discretion, and as soon as practicable after written notice of any from CDD, Amazon shall cease to make such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program program available for purchase further Customer Transactions on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee Amazon shall not be entitled to any rights right or remedies remedy as a result of any such withdrawal. In the event CDD withdraws a Television Program that is an Included Program because: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Amazon to use, market, promote, license, distribute and/or transmit any Television Program that is an Included Program as previously provided by CDD hereunder or there has been a Suspension, an Approved Format has been withdrawn or this Agreement has been terminated pursuant to Section 18.1; or (b) CDD reasonably believes that Amazon’s continued use, marketing, promotion, license, distribution and/or transmission of any Television Program that is an Included Program may adversely affect CDD’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other similar third party rights holder; such withdrawal includingmay, without limitationas specified by CDD, any right to recover for lost profits apply entirely (such that no post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or interruption of business. Notwithstanding utilization is allowed in connection with the foregoing, any withdrawal of any applicable withdrawn Included Program that is a Television Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable withdrawn Included Program that is a Television Program) or only to certain portions of the features and functionalities licensed pursuant to this Article 6.1 shall not Agreement (e.g., future Customer Transactions for the applicable Included Program that is a Television Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). The withdrawal rights set forth in any way (1) be deemed this Section 14.2 are collectively referred to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of “Television Program Withdrawal”. Notwithstanding anything to the contrary contained in this Agreement, or CDD may exercise its Television Program Withdrawal right in the circumstances described in subclauses (2a) relieve Licensor and (b) of its indemnification or other obligations this subsection even after the Term, in which event such withdrawal shall apply to Licensee hereunder post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete withdrawal). In the event of a Television Program Withdrawal within 90 days of such Included Program that is a Television Program’s Availability Date, CDD shall reimburse Amazon for the reasonable out-of-pocket costs directly associated with respect to Amazon’s encoding (if any), posting, and then removing any such withdrawn Included ProgramPrograms that are Television Programs.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) upon 30 days’ prior written notice, if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to In the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for event of any withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.16 before the last day of the Term, Licensor shall reimburse promptly commence a good faith attempt to agree with Licensee as to a substitute program, which Licensee would have the right to exhibit for the remainder of the Term (up to $500 per withdrawn as well as such other rights and obligations hereunder) as if such substitute program were an Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid . Withdrawal may, as specified by Licensee Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program (e.g., no future Subscriber Transactions may be allowed) or only to certain portions of such features and functionalities with respect to the withdrawn Included ProgramProgram (e.g., and (b) future Subscriber Transactions may be prohibited post-withdrawal while Digital Locker Functionality may continue to be enabled); provided that Licensor may only withdraw Digital Locker Functionality with respect to an Included Program if the basis for such withdrawal occurs within the first six falls under subsection (6i), (ii), or (iii) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only (to the extent such amounts remain unrecouped by Licensee out that Licensor reasonably believes that Licensee’s continued enabling of its share Digital Locker Functionality for the Included Programs may adversely affect Licensor’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, distributor or similar third party rights holder) above. Withdrawal of the revenue derived from purchases of such an Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to under this Article 6.1 6, or the failure to agree upon a substitute program or reduction in License Fee therefor, shall not in no event be deemed to be, or in any way constitute a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business. Notwithstanding the foregoing, any withdrawal of any Licensor acknowledges that its right to withdraw Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have Programs is intended solely as a result of right to remove individual titles and is not intended as a means for more broadly terminating Licensee’s rights to distribute Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programtitles on a DHE basis.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor 14.1 Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Feature Film from a Licensed the Service (and Amazon shall cease to make such program available on the Service and shall cease to promote such program’s availability on the Service, in the applicable Territory ifcircumstances described in subclause (a) below as soon as practicable after written notice from CDD and, in any event within 72 hours after such notice and, in circumstances described in subclauses (ib) Licensor or (c) below, within 30 days after written notice from CDD) ) in the event that: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee Amazon to use, market, promote, license, distribute and/or transmit any Included Programs in such Territory hereunderProgram that is a Feature Film as previously provided by CDD hereunder or there has been a Suspension, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor an Approved Format has been withdrawn or any SPE Entity after the Effective Datethis Agreement has been terminated pursuant to Section 18.1; or (iib) Licensor CDD reasonably believes that LicenseeAmazon’s continued use, marketing, promotion, license, distribution of Included Programs in such Territory will violate the terms and/or transmission of any of Licensor Included Program that is a Feature Film may adversely affect CDD’s agreements material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or other similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vc) upon thirty (30) days’ prior written notice, LicensorCDD, or an Affiliate of LicensorCDD, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program (any such withdrawal hereunder, a “Withdrawal” and “Withdraw” and “Withdrawn” shall have correlative meanings). For the avoidance of doubt, Withdrawals under the circumstances described in subclauses (a) or (b) above may, as specified by CDD, apply entirely (such that no post-Withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable Withdrawn Included Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable Withdrawn Included Program) or only to certain portions of the features and functionalities Licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). In the event of a Withdrawal under subclause (c) above, the removal of the applicable Included Program shall be limited to Withdrawal of the Included Program from further Customer Transactions on the Service, and shall not include a withdrawal of Digital Locker Functionality and Streaming Functionality. Notwithstanding anything to the contrarycontrary contained in this Agreement, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant CDD shall have the right to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Withdraw Included Programs from the platforms of all Other Distributors that are not affected by Feature Films (in the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, circumstances described in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor subclauses (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that above) even after the Term, in which event such withdrawal occurs within shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete Withdrawal). In the first six (6) months of event an Included Program that is a Feature Film is Withdrawn before such Included Program’s License PeriodProgram has been available on the Service for at least 90 days, Licensee’s CDD shall reimburse Amazon for the applicable Servicing Fees and the reasonable out-of-pocket costs directly associated with Amazon’s encoding costs for (if any), posting, and then removing any such Included Program, Programs (it being understood that amounts paid or credited to Customers shall be treated as set forth in each case if Section 8.2). CDD acknowledges that its right to Withdraw Included Programs that are Feature Films from the Service under this section is intended solely with respect to the affected Included Programs and only is not intended as a means for more broadly terminating Amazon’s rights to use the same under this Agreement (except to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior circumstances giving rise to such withdrawal. Any withdrawal shall only CDD’s Withdrawal rights apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewithmore broadly). The withdrawal For the avoidance of any Included Program by Licensor pursuant to this Article 6.1 doubt, in no event shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right Amazon and/or its customers with respect to recover for lost profits or interruption Digital Locker Functionality be greater after the Term of business. Notwithstanding this Agreement than they were during the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach Term of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to may withdraw any program Included Program from a Licensed Service and/or related materials at any time because of (a) an Event of Force Majeure, loss of rightsNecessary Rights, unavailability of necessary materials, any pending or potential litigation, judicial proceeding or regulatory proceeding, in order to minimize the applicable Territory if, (i) Licensor reasonably believes that it does not haverisk of liability, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as for a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor ’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on DVD moratorium, as such term is customarily used in the home video distribution industry, or (vb) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, if Licensor elects to theatrically re-release or reissue such Included Program program or to make a theatrical theatrical, direct-to-video or television remakeremake or sequel thereof. If Licensor exercises such right of withdrawal, sequel or prequel of Licensee shall remove such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two within three (23) Business Days after receipt of such withdrawal receiving notice thereof from Licensor. If Licensor withdraws In the event of any withdrawal of an Included Program pursuant to this Article 6.16 before the last day of the License Period for such programIncluded Program, Licensor shall reimburse promptly commence a good faith attempt to agree with Licensee (up as to $500 per a substitute program, which Licensee would have the right to exhibit for the remainder of the License Period of the withdrawn programIncluded Program as well as such other rights and obligations as if such substitute program were an Included Program) within thirty . The parties shall discuss in good faith a replacement title and Licensor shall use commercially reasonable efforts to provide a title of similar or greater value (30) days following the receipt which could consist of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months more than one title). Withdrawal of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such an Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to under this Article 6.1 6, or the failure to agree upon a substitute program, shall not in no event be deemed to be, or in any way constitute a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business. In any case, if the parties fail to agree upon a substitute program, Licensor shall reimburse Licensse for the proportional part of the License Period for which the withdrawn Included Program was not available. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not affect in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn said Included Program’s availability to VOD Subscriber or DHE Subscriber once the relevant VOD Subscriber Transaction or the DHE Subsriber Transaction have occurred.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-re- release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything Withdrawal may, as specified by Licensor, apply to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed features and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program functionalities licensed pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee Agreement with respect to such the withdrawn Included ProgramProgram (e.g., no future Customer Transactions may be allowed and (bDigital Locker Functionality shall be disabled post-withdrawal) provided that such withdrawal occurs within the first six (6) months or only to certain portions of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if features and only functionalities with respect to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such withdrawn Included Program prior (e.g., future Customer Transactions may be prohibited post-withdrawal while Digital Locker Functionality may continue to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewithbe enabled). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights right or remedies remedy as a result of any such withdrawal includingwithdrawal; provided, without limitationhowever, any that (i) Licensee shall have the right to recover substitute a new title, or if no new titles are available for lost profits or interruption substitution, shall be credited the amount of business. Notwithstanding the foregoingServicing Fee paid, for any withdrawal of any DHE Included Program pursuant withdrawn fewer than six (6) months after its DHE Availability Date; and (ii) Licensee shall be credited the amount of the VOD Servicing Fee paid for any VOD Included Program withdrawn fewer than ninety (90) days after its VOD Availability Date and the amount of the DHE Servicing Fee paid for any DHE Included Program withdrawn fewer than ninety (90) days after its DHE Availability Date. Licensor shall in no event exercise its right of withdrawal under this Section 6 to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach frustrate the purposes of this Agreement, Agreement or (2) relieve Licensor in a manner intended to materially disadvantage Licensee vis-à-vis Other VOD Distributors in the Territory in the case of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programthe VOD Service and Other DHE Distributors in the Territory in the case of the DHE Service.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) Licensor is required to remove any such Included Program pursuant to its applicable pay output television license in a Territory; (vi) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvii) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the contrary, Licensor may not withdraw an withdrawn Included Program unless Licensor has withdrawn or only to certain portions of such Included Program from all Other Distributors (it being agreed features and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited functionalities with respect to the distribution withdrawn Included Program. In the event of any withdrawal of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following section before the receipt last day of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs Period for such Included Program, in each case if and only Licensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program for exhibition pursuant to the extent terms of this Agreement. Licensee shall have the right to exhibit such amounts remain unrecouped by Licensee out of its share substitute program for the remainder of the revenue derived from purchases License Period of such the withdrawn Included Program prior and shall have such rights and obligations with respect to such withdrawalsubstitute program as if such substitute program were an Included Program. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any If an Included Program by Licensor is withdrawn pursuant to this Article 6.1 shall Section and Licensor and Licensee have not constitute reached an agreement for a breach hereofsubstitute program, Licensor and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as negotiate in good faith a result of such withdrawal including, without limitation, any right to recover reduction in the License Fee for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything [SB: legal discussion] PAYMENT. All payments due to Licensor hereunder shall be made in U.S. Dollars (converted from BRL at the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors exchange rate published in The Wall Street Journal on the earlier of the actual payment date and the payment due date) [SBo: . I agree with client. It should be based on the exchange rate published by Central Bank of Brazil – PTAX 800 (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(suse Sky Brazil contract wording as reference), and using the exch rate of the last day of the month in which case Licensor need not withdraw such Included Programs from payment obligation was incurred is OK. Referencing a date for the platforms of all Other Distributors that are not affected by exchange rate will benefit the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share review of the revenue derived from purchases of such Included Program prior reports as well.] ] and, unless and until Licensee is otherwise notified in writing by Licensor, shall be made by wire transfer to such withdrawalCPT Holdings, Inc., c/o XX Xxxxxx Xxxxx Bank, 0 Xxxxx Xxxxxxxxx Xxxxxx - 0xx Xxxxx, Xxxxxxxx, XX 00000, Account Number: 304192791, ABA: 000000000, Reference: GVT Brazil VOD-DHE. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with As between the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1parties, Licensee shall be responsible for processing all transactions and the billing and collection of all monies due from Customers in connection with the exploitation of the Included Programs on the Licensed Service as permitted herein; provided that Licensee may retain third parties to perform the forgoing services. In the event that Licensee retains any such third party, Licensee shall (i) inform such third party of all related obligations, (ii) not be entitled authorize any person or entity to do any rights or remedies as a result of the acts forbidden herein and (iii) remain solely liable for the performance of all obligations and responsible for all acts and omissions of such withdrawal third parties. Licensee shall at all time be solely liable for the payment of the license fees due to Licensor hereunder. Amounts which become due to Licensor hereunder (including, without limitation, any right advances or guarantee payments) shall immediately be due and payable and shall immediately be non-recoupable, non-refundable and not subject to recover for lost profits rebate, deduction or interruption of business. Notwithstanding the foregoing, any withdrawal offset of any Included Program pursuant kind. Without prejudice to any other right or remedy available to Licensor, if Licensee fails to pay any license fees or advances or guarantees when due and payable, interest shall accrue on any such overdue amount until such time as the overdue amount is paid in full, at a rate equal to the lesser of one hundred ten percent (110%) of the prime rate announced from time to time in the U.S. edition of the Wall Street Journal (the “Prime Rate”) or the permitted maximum legal rate. The parties acknowledge and agree that the provisions of this Article 6.1 shall not 7 are of the essence. Licensee covenants and agrees to make all payments to Licensor hereunder in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programtimely manner.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of legal liability; or (v) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvi) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary.; provided, however that Licensor may not withdraw an exercise its withdrawal rights pursuant to this Paragraph 6(v) in connection with any Spider-Man film during Avail Year 1. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program unless Licensor has withdrawn or only to certain portions of such Included Program from all Other Distributors (it being agreed features and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited functionalities with respect to the distribution withdrawn Included Program. In the event of any withdrawal of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following section before the receipt last day of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs Period for such Included Program, in each case if and only Licensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program for exhibition pursuant to the extent terms of this Agreement; provided, that such amounts remain unrecouped substitute program is comparable to or of higher quality than such withdrawn Included Program, as determined by Licensor and Licensee out of its share in good faith. Licensee shall have the right to exhibit such substitute program for the remainder of the revenue derived from purchases License Period of such the withdrawn Included Program prior and shall have such rights and obligations with respect to such withdrawalsubstitute program as if such substitute program were an Included Program. Any Licensee’s payment obligations with respect to any withdrawn Included Program shall cease as of the date of withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs resume only when a substitute program is made available on the Licensed Service in accordance with the Usage Rules terms and conditions herein. Licensor acknowledges that its rights under this Article 6 of this Schedule are intended solely as a result of purchases that occurred prior right to such withdrawal (or withdraw individual titles and is not intended as a means for more broadly terminating Licensee’s rights in connection therewith). The withdrawal of any to distribute Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included ProgramPrograms hereunder.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Feature Film from a Licensed the Service (and Amazon shall cease to make such program available on the Service and shall cease to promote such program’s availability on the Service, in the applicable Territory ifcircumstances described in subclause (a) below as soon as practicable after written notice from CDD and, in any event within 72 hours after such notice and, in circumstances described in subclauses (ib) Licensor or (c) below, within 30 days after written notice from CDD) ) in the event that: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee Amazon to use, market, promote, license, distribute and/or transmit any Included Programs in such Territory hereunderProgram that is a Feature Film as previously provided by CDD hereunder or there has been a Suspension, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor an Approved Format has been withdrawn or any SPE Entity after the Effective Datethis Agreement has been terminated pursuant to Section 18.1; or (iib) Licensor CDD reasonably believes that LicenseeAmazon’s continued use, marketing, promotion, license, distribution of Included Programs in such Territory will violate the terms and/or transmission of any of Licensor Included Program that is a Feature Film may adversely affect CDD’s agreements material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or other similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vc) upon thirty (30) days’ prior written notice, LicensorCDD, or an Affiliate of LicensorCDD, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program (any such withdrawal hereunder, a “Withdrawal” and “Withdraw” and “Withdrawn” shall have correlative meanings). For the avoidance of doubt, Withdrawals under the circumstances described in subclauses (a) or (b) above may, as specified by CDD, apply entirely (such that no post-Withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable Withdrawn Included Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable Withdrawn Included Program) or only to certain portions of the features and functionalities Licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). In the event of a Withdrawal under subclause (c) above, the removal of the applicable Included Program shall be limited to Withdrawal of the Included Program from further Customer Transactions on the Service, and shall not include a withdrawal of Digital Locker Functionality and Streaming Functionality. Notwithstanding anything to the contrarycontrary contained in this Agreement, Licensor may not withdraw CDD shall have the right to Withdraw Included Programs that are Feature Films (in the circumstances described in subclauses (a) and (b) above) even after the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete Withdrawal). In the event an Included Program unless Licensor has withdrawn that is a Feature Film is Withdrawn before such Included Program from all Other Distributors has been available on the Service for at least 90 days, CDD shall reimburse Amazon for the applicable Servicing Fees and the reasonable out-of-pocket costs directly associated with Amazon’s encoding (if any), posting, and then removing any such Included Programs (it being agreed and understood that a cause for withdrawal pursuant amounts paid or credited to subparts (i)-(iv) may Customers shall be limited treated as set forth in Section 8.2). CDD acknowledges that its right to Withdraw Included Programs that are Feature Films from the Service under this section is intended solely with respect to the distribution affected Included Programs and is not intended as a means for more broadly terminating Amazon’s rights to use the same under this Agreement (except to the extent the circumstances giving rise to CDD’s Withdrawal rights apply more broadly). For the avoidance of an doubt, in no event shall any rights of Amazon and/or its customers with respect to Digital Locker Functionality be greater after the Term of this Agreement than they were during the Term of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program over that is a specific platform(s), in which case Licensor need not withdraw such Included Programs Television Program from the platforms of all Other Distributors that are not affected by the same specific cause Service for such withdrawal). Licensor shall give Licensee any reason in its sole discretion, and as soon as practicable after written notice of any from CDD, Amazon shall cease to make such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program program available for purchase further Customer Transactions on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee Amazon shall not be entitled to any rights right or remedies remedy as a result of any such withdrawal. In the event CDD withdraws a Television Program that is an Included Program because: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Amazon to use, market, promote, license, distribute and/or transmit any Television Program that is an Included Program as previously provided by CDD hereunder or there has been a Suspension, an Approved Format has been withdrawn or this Agreement has been terminated pursuant to Section 18.1; or (b) CDD reasonably believes that Amazon’s continued use, marketing, promotion, license, distribution and/or transmission of any Television Program that is an Included Program may adversely affect CDD’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other similar third party rights holder; such withdrawal includingmay, without limitationas specified by CDD, any right to recover for lost profits apply entirely (such that no post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or interruption of business. Notwithstanding utilization is allowed in connection with the foregoing, any withdrawal of any applicable withdrawn Included Program that is a Television Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable withdrawn Included Program that is a Television Program) or only to certain portions of the features and functionalities licensed pursuant to this Article 6.1 shall not Agreement (e.g., future Customer Transactions for the applicable Included Program that is a Television Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). The withdrawal rights set forth in any way (1) be deemed this Section 14.2 are collectively referred to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of “Television Program Withdrawal”. Notwithstanding anything to the contrary contained in this Agreement, or CDD may exercise its Television Program Withdrawal right in the circumstances described in subclauses (2a) relieve Licensor and (b) of its indemnification or other obligations this subsection even after the Term, in which event such withdrawal shall apply to Licensee hereunder post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete withdrawal). In the event of a Television Program Withdrawal within 90 days of such Included Program that is a Television Program’s Availability Date, CDD shall reimburse Amazon for the applicable Television Program Servicing Fees and the reasonable out-of-pocket costs directly associated with respect to Amazon’s encoding (if any), posting, and then removing any such withdrawn Included ProgramPrograms that are Television Programs.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) Licensor is required to remove any such Included Program pursuant to its applicable pay output television license in a Territory; (vi) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvii) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the contrary, Licensor may not withdraw an withdrawn Included Program unless Licensor has withdrawn or only to certain portions of such Included Program from all Other Distributors (it being agreed features and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited functionalities with respect to the distribution withdrawn Included Program. In the event of any withdrawal of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following section before the receipt last day of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs Period for such Included Program, in each case if and only Licensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program for exhibition pursuant to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach terms of this Agreement, or (2) relieve Licensor . Licensee shall have the right to exhibit such substitute program for the remainder of its indemnification or other the License Period of the withdrawn Included Program and shall have such rights and obligations to Licensee hereunder with respect to such withdrawn substitute program as if such substitute program were an Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business business daysBusiness Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw or suspend the availability of any Included Program (“Withdrawn Program”) from a the Licensed Service in for initial acquisition (and as soon as reasonably practicable after written notice from Licensor, Licensee shall cease to make such Withdrawn Program program available on the applicable Territory Licensed Service for initial acquisition and shall cease to promote such Withdrawn Program’s program’s availability on the Licensed Service) if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may materially adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if Licensor grants exclusive rights to another distributor, provided that such exclusivity pertains to less than 5% of the new releases made available by Licensor in any given year and provided further that Licensor shall provide Licensee with at least thirty (30) days’ prior written notice thereof, (v) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon provided that Licensor shall provide Licensee with at least thirty (30) days’ prior written notice thereof, or (vi) upon 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contraryIf Licensor requests that Virtual Locker Functionality for any Withdrawn Program be disabled, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of disable such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) functionality within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Licensor acknowledges that its right to withdraw or suspend Included Programs is intended solely as a right to remove individual Included Programs and is not intended as a means for more broadly terminating Licensee’s rights to distribute Included Programs under this Agreement. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program (e.g., no future Customer Transactions may be allowed and Digital Locker Functionality shall be disabled post- withdrawal) or only to certain portions of such features and functionalities with respect to the withdrawn Included Program (e.g., future Customer Transactions may be prohibited post- withdrawal while Digital Locker Functionality may continue to be enabled). Notwithstanding anything herein to the contrary, Licensor may not shall continue to have the right to withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to Programs after the distribution expiration or termination of an Included Program over a specific platform(s)the Term, in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any event such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such apply to post-withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from LicensorDigital Locker Functionality. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights right or remedies remedy as a result of any such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programwithdrawal.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service (“Withdrawn Program”) at any time (a) because of an Event of Force Majeure (as defined in the applicable Territory ifSection 14.2), loss of rights, unavailability of necessary duplicating materials, or any pending, threatened or actual litigation, judicial proceeding or regulatory proceeding, (ib) Licensor reasonably believes that it does not havein order to minimize the risk of liability in connection with a rights problem with such program, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (iic) if Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor may adversely affect Licensor’s agreements with material relationships with, any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vd) upon thirty (30) days’ prior written notice, if Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical theatrical, direct-to-video or television remake, sequel or prequel of such Included Program. Notwithstanding anything With respect to the contraryany withdrawal initiated by Licensor, Licensor may not withdraw an Included Program unless shall notify Licensee of such withdrawal as soon as reasonably practicable after Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written determines or receives notice of any the need for such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve promptly cease distributing the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2Service(s) Business Days after following receipt of such withdrawal notice from Licensornotice. If Licensor withdraws any Included Withdrawal of a Program pursuant to under this Article 6.19 shall in no event be deemed to be, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, or in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not way constitute a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to to, and hereby waives any rights or remedies as a result of such withdrawal includingwithdrawal, except as otherwise expressly set forth in this Article 9; without limitationlimiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits profits, or interruption of businessits business based upon any such withdrawal. Notwithstanding In the foregoing, event of any withdrawal of any Included a Program pursuant to this Article 6.1 9 before the last day of the last permitted exhibition for such Program, Licensor shall not in any way (1) be deemed promptly commence a good faith attempt to be agree with Licensee as to a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach substitute program for exhibition pursuant to the terms of this Agreement, or (2) relieve Licensor . Licensee shall have the right to exhibit such substitute program for the remainder of its indemnification or other the License Period of the Withdrawn Program and shall have such rights and obligations to Licensee hereunder with respect to such substitute program as if such substitute program were a Program. If the parties shall agree as to a substitute program, Licensee shall compute the duration of the remaining term of the License Period and the remaining number of authorized exhibitions with respect to such substitute program as if such substitute program were the Withdrawn Program, but deeming the remaining term of the License Period of such substitute program to commence upon its being made available to Licensee by Licensor. If within one year of the date that a Program is withdrawn Included Program.pursuant to this Article 9 Licensor and Licensee have not reached an agreement for a substitute program, Licensor and Licensee shall negotiate in good faith a reduction in the License Fee for such Withdrawn Program (which negotiation shall take into account the fact that the initial exhibitions under a license have greater value to a licensee than subsequent exhibitions).2022

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service (“Withdrawn Program”) at any time (a) because of an Event of Force Majeure (as defined in the applicable Territory ifSection 16.2) or unavailability of necessary duplicating materials, (ib) if Licensor reasonably believes that it does not have, have,34 or no longer has, or there is actual or threatened litigation litigation, judicial proceeding or regulatory proceeding regarding, the rights necessary to authorize Licensee to distribute Included Programs as provided herein, (c) for a Blu-ray or DVD moratorium, (d) in order to minimize the risk of liability, (e) due to certain contractual arrangements between Licensor and individuals or entities involved in the production or financing of such Territory hereunder, program that require Licensor to obtain the approval of such individuals prior to the licensing of such program provided that Licensor uses reasonable good faith efforts to obtain the foregoing does not arise as a result approvals necessary to allow Licensor to license such program to Licensee under the terms of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; this Agreement, (iif) if Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with with, or may adversely affect Licensor’s material relationships with, any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vg) upon thirty (30) days’ prior written notice, if Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical theatrical, direct-to-video or television remake, sequel or prequel of such Included Program. Notwithstanding anything With respect to the contraryany withdrawal initiated by Licensor, Licensor may not withdraw an Included Program unless shall notify Licensee of such withdrawal as soon as reasonably practicable after Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written determines or receives notice of any the need for such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve promptly cease distributing the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2Service(s) Business Days after following receipt of such withdrawal notice from Licensornotice. If Licensor withdraws any Included Withdrawal of a Program pursuant to under this Article 6.1, Licensor 10 shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute no event be deemed a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal, except as otherwise expressly set forth in this Article 10; without limiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits, or interruption of its business based upon any such withdrawal. In the event of any withdrawal includingof a Program pursuant to this Article 10 before the last day of the License Period for such Program, without limitationLicensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program for exhibition pursuant to the terms of this Agreement. Licensee shall have the right to exhibit such substitute program for the remainder of the License Period of the Withdrawn Program and shall have such rights and obligations with respect to such substitute program as if such substitute program were a Program. If the parties shall agree as to a substitute program, Licensee shall compute the duration of the remaining term of the License Period and the remaining number of authorized exhibitions with respect to such substitute program as if such substitute program were the Withdrawn Program, but deeming the remaining term of the License Period of such substitute program to commence upon its being made available to Licensee by Licensor. If within one year of the date that a Program is withdrawn pursuant to this Article 10 Licensor and Licensee have not reached an agreement for a substitute program, Licensor and Licensee shall negotiate in good faith a reduction in the License Fee for such Withdrawn Program (which negotiation shall take into account the fact that the initial exhibitions under a license have greater value to a licensee than subsequent exhibitions). Withdrawal of a Program under this Article 10, shall in no event be deemed to be, or in any way constitute a breach of this Agreement and Licensee shall not be entitled to, and hereby waives any rights or remedies as a result of such withdrawal including any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.business.3536

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to may withdraw any Included Program from a Licensed Service in the applicable Territory if, and/or related materials (iincluding Advertising Materials) at any time if (a) Licensor reasonably believes that it does not have, have,17 or no longer has, or there is actual or threatened litigation litigation, judicial proceeding or regulatory proceeding regarding, the rights necessary to authorize Licensee to distribute Included Programs as provided herein; or in such Territory hereunderan Event of Force Majeure, provided that or unavailability of necessary materials, or for a Blu-ray or DVD moratorium, or in order to minimize the foregoing does not arise as a result risk of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateliability; (iib) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory and/or related materials and Advertising Materials, as applicable, will violate the terms of any of Licensor Licensor’s agreements with with, or may adversely affect Licensor’s material relationships with, any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vc) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical theatrical, direct-to-video or television remake, sequel or prequel of such Included Program. Notwithstanding anything to Licensor shall notify Licensee of such withdrawal as soon as reasonably practical after Licensor determines or receives notice of the contraryneed for such withdrawal [, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution except as otherwise expressly set forth in this Article 6]18. [Withdrawal of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either related materials (xincluding Advertising Materials) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to under this Article 6.15, Licensor shall reimburse in no event be deemed to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Programbe, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, or in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not way constitute a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, including any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.business.]1920

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program ’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that LicenseeLicensee ’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) Licensor is required to remove any such Included Program pursuant to its applicable pay output television license in a Territory; (vi) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvii) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program or (viii) necessary duplicating materials are unavailable or Copies otherwise cannot be produced in accordance with the applicable specifications. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program or only to certain portions of such features and functionalities with respect to the withdrawn Included Program. In the event of any withdrawal of an Included Program pursuant to this section before the last day of the License Period for such Included Program, Licensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program for exhibition pursuant to the terms of this Agreement. Licensee shall have the right to exhibit such substitute program for the remainder of the License Period of the withdrawn Included Program and shall have such rights and obligations with respect to such substitute program as if such substitute program were an Included Program. Notwithstanding anything contained herein to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to under the terms of this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee Agreement shall not be entitled deemed to be, or in any rights or remedies as way constitute, a result breach of such withdrawal including, without limitation, this Agreement (and in no event shall Licensee have any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, its business based upon any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programwithdrawal).

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from (“Withdrawn Program”) (a) because of an Event of Force Majeure (as defined below), loss of rights, unavailability of necessary duplicating materials or any pending or threatened litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability in connection with a Licensed Service rights problem with such program, (b) due to certain contractual arrangements between Licensor and individuals or entities involved in the applicable Territory ifproduction or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program provided that Licensor uses reasonable good faith efforts to obtain the approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement, (ic) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) if Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iiid) if Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party underlying rights holder or (but not distributor); (ive) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program program or to make a theatrical theatrical, direct-to-video or television remake, sequel or prequel thereof. With respect to any withdrawal initiated by Licensor, Licensor shall notify Licensee of such Included Program. Notwithstanding anything to withdrawal as soon as reasonably practicable after Licensor determines or receives notice of the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice Withdrawal of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included a Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to under this Article 6.1, Licensor 9 shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute no event be deemed a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal includingwithdrawal, except as otherwise expressly set forth in this Article 9; without limitationlimiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits profits, or interruption of businessits business based upon any such withdrawal. Notwithstanding In the foregoing, event of any withdrawal of any Included a Program pursuant to this Article 6.1 9 before the last day of the License Period for such Program, Licensor shall not in any way (1) be deemed promptly commence a good faith attempt to be agree with Licensee as to a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach substitute program for exhibition pursuant to the terms of this Agreement, or (2) relieve Licensor . Licensee shall have the right to exhibit such substitute program for the remainder of its indemnification or other the License Period of the Withdrawn Program and shall have such rights and obligations to Licensee hereunder with respect to such substitute program as if such substitute program were a Program. If the parties shall agree as to a substitute program, Licensee shall compute the duration of the remaining term of the License Period and the remaining number of authorized exhibitions with respect to such substitute program as if such substitute program were the Withdrawn Program, but deeming the remaining term of the License Period of such substitute program to commence upon its being made available to Licensee by Licensor. If within one year of the date that a Program is withdrawn Included Programpursuant to this Article 9 Licensor and Licensee have not reached an agreement for a substitute program, Licensor and Licensee shall negotiate in good faith a reduction in the License Fee for such Withdrawn Program (which negotiation shall take into account the fact that the initial exhibitions under a license have greater value to a licensee than subsequent exhibitions).

WITHDRAWAL OF PROGRAMS. 6.1 Licensor Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program that is a Feature Film from a Licensed the Service (and Amazon shall cease to make such program available on the Service and shall cease to promote such program’s availability on the Service, in the applicable Territory ifcircumstances described in subclause (a) below as soon as practicable after written notice from CDD and, in any event within 72 hours after such notice and, in circumstances described in subclauses (ib) Licensor or (c) below, within 30 days after written notice from CDD) ) in the event that: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee Amazon to use, market, promote, license, distribute and/or transmit any Included Programs in such Territory hereunderProgram that is a Feature Film as previously provided by CDD hereunder or there has been a Suspension, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor an Approved Format has been withdrawn or any SPE Entity after the Effective Datethis Agreement has been terminated pursuant to Section 18.1; or (iib) Licensor CDD reasonably believes that LicenseeAmazon’s continued use, marketing, promotion, license, distribution of Included Programs in such Territory will violate the terms and/or transmission of any of Licensor Included Program that is a Feature Film may adversely affect CDD’s agreements material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or other similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vc) upon thirty (30) days’ prior written notice, LicensorCDD, or an Affiliate of LicensorCDD, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program (any such withdrawal hereunder, a “Withdrawal” and “Withdraw” and “Withdrawn” shall have correlative meanings). For the avoidance of doubt, Withdrawals under the circumstances described in subclauses (a) or (b) above may, as specified by CDD, apply entirely (such that no post-Withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or utilization is allowed in connection with the applicable Withdrawn Included Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable Withdrawn Included Program) or only to certain portions of the features and functionalities Licensed pursuant to this Agreement (e.g., future Customer Transactions for the applicable Included Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). In the event of a Withdrawal under subclause (c) above, the removal of the applicable Included Program shall be limited to Withdrawal of the Included Program from further Customer Transactions on the Service, and shall not include a withdrawal of Digital Locker Functionality and Streaming Functionality. Notwithstanding anything to the contrarycontrary contained in this Agreement, Licensor may not withdraw CDD shall have the right to Withdraw Included Programs that are Feature Films (in the circumstances described in subclauses (a) and (b) above) even after the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete Withdrawal). In the event an Included Program unless Licensor has withdrawn that is a Feature Film is Withdrawn before such Included Program from all Other Distributors has been available on the Service fewer than ninety (90) days, CDD shall reimburse Amazon for the reasonable out-of-pocket costs directly associated with Amazon’s encoding (if any), posting, and then removing any such Included Programs (it being agreed and understood that a cause for withdrawal pursuant amounts paid or credited to subparts (i)-(iv) may Customers shall be limited treated as set forth in Section 8.2). CDD acknowledges that its right to Withdraw Included Programs that are Feature Films from the Service under this Section is intended solely with respect to the distribution affected Included Programs and is not intended as a means for more broadly terminating Amazon’s rights to use the same under this Agreement (except to the extent the circumstances giving rise to CDD’s Withdrawal rights apply more broadly). For the avoidance of an doubt, in no event shall any rights of Amazon and/or its customers with respect to Digital Locker Functionality be greater after the Term of this Agreement than they were during the Term of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, CDD shall have the right to withdraw any Included Program over that is a specific platform(s), in which case Licensor need not withdraw such Included Programs Television Program from the platforms of all Other Distributors that are not affected by the same specific cause Service for such withdrawal). Licensor shall give Licensee any reason in its sole discretion, and as soon as practicable after written notice of any from CDD, Amazon shall cease to make such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program program available for purchase further Customer Transactions on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee Amazon shall not be entitled to any rights right or remedies remedy as a result of any such withdrawal. In the event CDD withdraws a Television Program that is an Included Program because: (a) CDD reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Amazon to use, market, promote, license, distribute and/or transmit any Television Program that is an Included Program as previously provided by CDD hereunder or there has been a Suspension, an Approved Format has been withdrawn or this Agreement has been terminated pursuant to Section 18.1; or (b) CDD reasonably believes that Amazon’s continued use, marketing, promotion, license, distribution and/or transmission of any Television Program that is an Included Program may adversely affect CDD’s material relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other similar third party rights holder; such withdrawal includingmay, without limitationas specified by CDD, any right to recover for lost profits apply entirely (such that no post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing or interruption of business. Notwithstanding utilization is allowed in connection with the foregoing, any withdrawal of any applicable withdrawn Included Program that is a Television Program and no future Customer Transactions or other downloads or decryption licenses are allowed in connection with the applicable withdrawn Included Program that is a Television Program) or only to certain portions of the features and functionalities licensed pursuant to this Article 6.1 shall not Agreement (e.g., future Customer Transactions for the applicable Included Program that is a Television Program may be prohibited while continued utilization of the Digital Locker Functionality (and thus Streaming Functionality) may be allowed). The withdrawal rights set forth in any way (1) be deemed this Section 14.2 are collectively referred to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of “Television Program Withdrawal”. Notwithstanding anything to the contrary contained in this Agreement, or CDD may exercise its Television Program Withdrawal right in the circumstances described in subclauses (2a) relieve Licensor and (b) of its indemnification or other obligations this subsection even after the Term, in which event such withdrawal shall apply to Licensee hereunder post-withdrawal Digital Locker Functionality (and thus Streaming Functionality) servicing and utilization (i.e., complete withdrawal). In the event of a Television Program Withdrawal within 90 days of such Included Program that is a Television Program’s Availability Date, CDD shall reimburse Amazon for the reasonable out-of-pocket costs directly associated with respect to Amazon’s encoding (if any), posting, and then removing any such withdrawn Included ProgramPrograms that are Television Programs.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a the Licensed Service in (and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on the applicable Territory if, Licensed Service and shall cease to promote such program ’s availability on the Licensed Service) if (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer licensor or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date)holder; (iii) Licensor reasonably believes that LicenseeLicensee ’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer licensor or similar third party underlying rights holder (but not distributor)holder; (iv) Licensor reasonably believes that such withdrawal is necessary in order to minimize the risk of liability; (v) Licensor is required to remove any such Included Program pursuant to its applicable pay output television license in a Territory; (vi) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (vvii) upon thirty (30) 30 days’ prior written notice, Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Withdrawal may, as specified by Licensor, apply to all features and functionalities licensed pursuant to this Agreement with respect to the withdrawn Included Program (e.g., no future Customer Transactions may be allowed and Digital Locker Functionality shall be disabled post-withdrawal) or only to certain portions of such features and functionalities with respect to the withdrawn Included Program (e.g., future Customer Transactions may be prohibited post-withdrawal while Digital Locker Functionality may continue to be enabled). Notwithstanding anything herein to the contrary, Licensor shall continue to have the right to withdraw Included Programs after the expiration or termination of the Term, in which event such withdrawal shall apply to post-withdrawal Digital Locker Functionality. Licensee shall not be entitled to any right or remedy as a result of any such withdrawal. Notwithstanding anything contained herein to the contrary, Licensor may not withdraw an Included Program unless Licensor it has withdrawn also withdrawn, or simultaneously withdraws, such Included Program from all Other Distributors that are affected by the same cause for withdrawal (it being agreed and understood that expressly excluding a cause for withdrawal pursuant related to subparts (i)-(iv) may be limited to a unique aspect of the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect that does not apply to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewithOther Distributors). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to may withdraw any Included Program from a Licensed Service Programs or related materials at any time because of (a) an Event of Force Majeure (as defined in the applicable Territory ifSection 19), (i) Licensor reasonably believes that it does not haveloss of rights, unavailability of necessary duplicating materials or no longer has, or there is actual any pending or threatened litigation regardinglitigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability in connection with a rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor ’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement problem with such distributor prior program, by providing written notice of such withdrawal to the Effective Date); (iii) Licensor Licensee as soon as reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industrypracticable, or (vb) upon thirty (30) days’ ' prior written notice, Licensor, or an Affiliate of Licensor, if Licensor elects to theatrically re-release or reissue such Included Program program or to make a theatrical theatrical, DTV or television remake, remake or sequel or prequel of such Included Programthereof. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt Withdrawal of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect Program under this Section 6 shall in no event be deemed to such Included Programbe, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Periodor in any way constitute, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, of this Agreement and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal, except as otherwise expressly set forth in this Section 6. In the event of any withdrawal includingof a Program pursuant to this Section 6, without limitationLicensor shall promptly commence a good faith attempt to agree with Licensee on a substitute program for exhibition pursuant to the terms of this Agreement, and Licensee shall replace such program with another Program or Programs from the applicable Availability List for the applicable Term Year. If Licensee and Licensor are unable to mutually agree upon a substitute program within 30 days of commencing substitution discussions, Licensee must still meet the Annual Minimum Guarantee for the applicable Term Year, provided that in Licensor's reasonable, good faith judgment an acceptable program of sufficient value to meet the Minimum Guarantee for such Term Year is available. Without limiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits or interruption of business. Notwithstanding the foregoing, its business based upon any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programwithdrawal.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if(and as soon as practicable after written notice from Licensor, Licensee shall cease to make such program available on such Licensed Service and shall cease to promote such program’s availability on such Licensed Service) if (i) Licensor reasonably believes in its good faith reasonable judgment that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, as provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Dateherein; (ii) Licensor reasonably believes in its good faith reasonable judgment that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with with, or irreparably damagewill result in a material adverse effect on Licensor’s material relationship with, any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer distributor or similar third party rights holder (but not distributor) holder; or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, if Licensor, or an Affiliate affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary; provided, Licensor may not withdraw an Included Program unless Licensor has withdrawn that such Included Program in each case is removed from all Other SVOD Distributors (it being agreed and understood that a cause for the same or similar Approved Transmission Means to which the reason for such removal is applicable. In the event of any withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program ’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following section before the receipt last day of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to License Period for such Included Program, Licensor and Licensee shall promptly commence a good faith attempt to agree with Licensee as to a substitute program (bwhich shall be a comparable program to the Included Program withdrawn (using the criteria set forth in Section 1.9)) provided that such withdrawal occurs within for exhibition pursuant to the first six terms of this Agreement for the same period of time as remained in the License Period for the Included Program withdrawn. In the event the parties cannot promptly agree upon a substitute program, Licensor shall promptly refund (6or offset) months a pro rata portion of such the License Fee applicable to the withdrawn Included Program’s License Period. For any withdrawal, Licensee’s Licensor shall pay for, or reimburse Licensee for, all reasonable out-of-pocket encoding costs for such relating to the removal of the Included Program from the Licensed Services, removal of any marketing materials containing the Included Program, in each case if and only any replacement costs related to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such substitute program (including all delivery costs).. Any substitute program shall be deemed an “Included Program prior to such withdrawalProgram”.” hereunder. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program Withdrawal by Licensor pursuant to this Article 6.1 Section 7 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Programbreach.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days business days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.

WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor Licensor’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purchase on the affected Licensed Service and shall cease to promote such program program’s availability on the affected Licensed Service, in each case no later than two (2) Business Days after receipt of such withdrawal notice from Licensor. If Licensor withdraws any Included Program pursuant to this Article 6.1, Licensor shall reimburse to Licensee (up to $500 per withdrawn Included Program) within thirty (30) days following the receipt of a request from Licensee therefor (a) the Servicing Fee paid by Licensee with respect to such Included Program, and (b) provided that such withdrawal occurs within the first six (6) months of such Included Program’s License Period, Licensee’s out-of-pocket encoding costs for such Included Program, in each case if and only to the extent such amounts remain unrecouped by Licensee out of its share of the revenue derived from purchases of such Included Program prior to such withdrawal. Any withdrawal shall only apply prospectively to purchases and shall not affect any Customer’s rights to retain, view exhibitions of and otherwise use Included Programs in accordance with the Usage Rules as a result of purchases that occurred prior to such withdrawal (or Licensee’s rights in connection therewith). The withdrawal of any Included Program by Licensor pursuant to this Article 6.1 shall not constitute a breach hereof, and except as otherwise provided in this Article 6.1, Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of business. Notwithstanding the foregoing, any withdrawal of any Included Program pursuant to this Article 6.1 shall not in any way (1) be deemed to be a waiver of any rights or remedies Licensee may have as a result of Licensor’s breach of this Agreement, or (2) relieve Licensor of its indemnification or other obligations to Licensee hereunder with respect to such withdrawn Included Program.