Purchase Agreement

EXHIBIT A

TERMS AND CONDITIONS

1. Grant of License Subject to the terms, conditions, restrictions, and limitations set forth in this License, Licensor hereby grants to Licensee a revocable license to use and occupy the Box during the Event Hours on the Event Date set forth in the Summary. If Licensor receives a signed copy of this License from Licensee, delivery of the same to Licensor shall be deemed an irrevocable offer by Licensee to enter into this License on the terms set forth herein, which Licensor may accept, in its sole discretion, at any time within thirty (30) days of receipt of the same. This License shall be effective and fully binding on the Parties upon full execution by both Parties.

2. License Fee; Deposit.

   1. License Fee.The License Fee is as set forth in the Summary.

   2. Obligation to Pay.The obligation of Licensee to pay the License Fee, the Deposit, and all other amounts owed under this License is independent of the liabilities and other obligations of Licensor under this License. Licensee shall promptly make all such payments without any deductions, setoffs, or counterclaims against such payments on account of any breach or default by, or claims against, Licensor or otherwise, or any breach or default by or claims against any other person or entity. Licensor shall not be liable for, and Licensee shall not assert, any deduction, setoff, or claim of any nature against Licensor for any act or omission of, or any breach or default by, Ground Lessor (as defined in Section 18) or other person or entity other than Licensor. Licensee shall be bound by the terms and conditions established from time to time by (i) Licensor, (ii) Ground Lessor, or (iii) the Event organizer(s) for cancellation or postponement of the Event. Licensee’s rights under this License, including the rights to have access to and use the Box and the Club Facilities, and to obtain admission to the Theater, the Box, or the Club Facilities during the Event Hours, are subject to the conditions precedent of payment by Licensee to Licensor of all sums due to Licensor and upon Licensee’s continued compliance with the terms and conditions of this License.

3. Tickets. Licensee shall receive the Tickets set forth in the Summary for access to the Box for the Event during the Event Hours. Licensee acknowledges and agrees that this License does not grant Licensee any rights to access the Box for any other event in the Theater other than the Event. Each occupant of the Box during the Event must have the required Ticket for such Event. Licensee is responsible for ensuring that each individual in attendance at the Box has the required Ticket. In the event any individual seeks access, or is permitted access, to the Box by Licensee without the required Ticket, Licensor may, in its sole discretion, refuse admittance to the Box and/or require that such individual immediately leave the Theater. Licensee and Licensee’s invitees and guests are each subject to, and shall comply with, all provisions set forth on the back of the Ticket, including, without limitation, any policy adopted with respect to the cancellation or postponement of the Event.

4. Use of Box

   1. Access Except during the Event Hours, Licensee shall not be entitled to access to, or use of, the Box, the Club Facilities, or any other portion of the Theater. Licensee and Licensee’s invitees and guests shall be permitted access to the Box on the date of the Event, subject to the Ticket requirements stipulated in Section 4, for a period of time beginning in advance of the scheduled start of the Event (but no earlier than the time the Theater opens for public admission to the Event or such other time period as may be set by Licensor) and continuing for a reasonable period of time after the conclusion of the Event (but no later than sixty (60) minutes after the conclusion of the Event or such other time period as may be set by Licensor), in each case as determined by Licensor in its sole discretion (the “Event Hours”).

   2. Compliance Licensee, and Licensee’s invitees and guests shall: (i) comply with Applicable Laws (as defined below) and all Rules and Regulations (as defined in Section 13); (ii) maintain proper decorum while using the Box or any other portion of the Theater; and (iii) not film, record, or transmit from the Box, or any other portion of the Theater, all or any portion of the Event, or any description thereof, by any means (including without limitation radio or television broadcasting, whether broadcast “live” or by means of film, tape, or other technology, including, but not limited to, camera and video-enabled cellular telephones). Without limiting the foregoing, Licensee and Licensee’s invitees and guests shall not suffer or permit the use of the Box, or any other portion of the Theater, in violation of this License, create any nuisance, or take any action that either diminishes hazard insurance coverage for the Theater or increases the premium payable for such insurance. Licensee shall be held responsible for its actions as well as those of its invitees and guests. For the purposes of this License, the term “Applicable Laws” means any and all applicable present and future laws, rules, regulations, statutes, judicial decisions, requirements, rulings, orders, ordinances, constitutions, treaties, standards, and permits that have been adopted, enacted, issued, or ordered by any governmental authority, entity or court, including any administrative law tribunal.

   3. Common Areas. Licensee shall be entitled to the non-exclusive use in common with Licensor and other users of the Theater of the sidewalks, stairways, ramps, toilets, elevators, and other portions of the Theater as Licensor may designate from time to time for shared use by Licensee and other users of the Theater, subject to any and all Rules and Regulations and other rights reserved by Licensor. In addition, Licensee and Licensee’s invitees and guests shall have access to the Club Facilities during the Event Hours in accordance with such procedures as shall be established by Licensor from time to time.

   4. Licensor Access. Licensor and its agents and employees shall at all times (including during the Event Hours) have access to the Box to the extent deemed necessary by Licensor: (i) for the performance of its obligations under this License and for any and all purposes related thereto, (ii) to investigate any suspected violations of the terms and conditions of this License, or (iii) otherwise in connection with the operation and maintenance of the Box. Licensee shall not interfere with Licensor’s right of access to the Box or cabinets therein.

   5. Removal; Restrictions. Licensor reserves the right, in its sole discretion and on its own behalf or through a designee, to enter the Box and to remove any Ticket holder or occupant who has violated or is violating the terms of this License, including any Applicable Laws or Rules and Regulations applicable to conduct in the Box or the Theater, or who is creating a nuisance or disturbance in or about the Box or the Theater. Licensor shall have the right, in its sole discretion, to prohibit the consumption of alcoholic beverages within the Box or elsewhere for or during the Event.

   6. Limitation on Actions within the Box. Licensee shall not permit any lighting, sound, or odors that are visible, audible, or perceptible from outside the Box without the prior written permission of Licensor. Licensee may not hang any signage outside of the Box or have signage within the Box that would be visible from the Theater seating area. Microwave ovens or other food preparation appliances are strictly prohibited within the Box. Licensee may not remove from the Box any equipment, appliances, furnishings, fixtures, or other personal property contained in the Box.

5. Food and Beverage Services. Food and beverage services shall be provided either by Licensor or by the authorized food and beverage catering concession service designated by Licensor, at prevailing rates established by Licensor or such provider, to be billed directly to Licensee by the concessionaire. Licensee shall promptly pay all charges and expenses, including applicable Taxes (as defined in Section 9), after the application of the Catering Credit (if applicable) for catering and other services incurred by Licensee in connection with the use of the Box by Licensee or Licensee’s guests or invitees. Licensor or the catering concession service has the option in its sole discretion to require that a valid, effective credit card be put on file so that food and beverage services can be directly charged to that credit card. Failure to pay any charges or expenses for food, beverages, and services shall be a default by Licensee under this License. No food or beverages other than those purchased from Licensor or the catering concession service, or from the concessionaires in the Theater, may be brought into or be prepared or consumed in the Box. Licensee is hereby advised that Applicable Laws may prohibit consuming alcohol beverages within the Box if purchased at Theater concession stands and other identified areas of the Theater. Licensee covenants and agrees that it shall, and it shall cause its guests or invitees to, observe all Applicable Laws governing the consumption of alcohol beverages within the Box, and Licensee shall be responsible for such guests and invitees. Licensee shall be responsible to ensure that at least one (1) adult, age twenty-one (21) years or older, is present in the Box at all times in which the Box is occupied by Licensee or its invitees or guests. Licensee and its invitees and guests shall not allow any individual under the legal drinking age to consume any alcoholic beverage from, in, or around the Box.

6. Parking. For the purposes of this License, the term “Parking Lot” means a parking lot or garage located in the vicinity of the Theater and designated by Licensor in its sole discretion. The location of each Parking Lot may be changed from time to time in the sole discretion of the Licensor.

7. Repairs and Maintenance. Licensee shall keep and maintain the Box in good repair, order, and condition and shall reimburse Licensor for the repair of any damage to the Box, or any other portion of the Theater, caused by Licensee or any of Licensee’s invitees or guests. Except for regular cleaning, maintenance, and repair of the Box (i.e., ordinary cleaning, sweeping, vacuuming, trash removal, and dusting), which shall be performed by Licensor at Licensor’s cost, any other cleaning, maintenance, repair, or replacement of the Box and/or its contents required as a result of damage or breakage to the Box and/or its contents by, or resulting from misuse of the Box or negligence of, Licensee or its invitees or guests, shall be performed by Licensor or its subcontractors and the costs thereof shall, in Licensor’s sole discretion, be applied against the Deposit and/or be payable by Licensee within thirty (30) days after the date billed to Licensee.

8. Furnishings and Décor; Alterations.

   1. Box Furnishings and Décor. The Box shall be furnished and equipped by Licensor, and Licensor shall have the right, at its sole discretion, to make any additions, changes, or alterations to the interior or exterior of the Box or the Box fixtures, furnishings, equipment, or décor. All such furnishings shall be and remain the property of Licensor. Licensee accepts the Box and its furnishings in “as is” condition and assumes responsibility for the equipment, appliances, furnishings, and fixtures provided by Licensor in the Box.

   2. Alterations. Licensee shall not make any alterations or changes to the interior or exterior of the Box.

   3. Responsibilities Upon Termination. Upon the expiration or earlier termination of this License, Licensee shall surrender all rights to the Box and shall leave the Box in the condition in which it was originally delivered to Licensee. If, at the time of such termination, the Box is not in the required condition, Licensee shall be responsible for the costs of restoring the Box to such condition.

   4. No Liens. No liens or encumbrances may be placed upon the Theater, the Box, or any part thereof by, through, or under Licensee.

9. Taxes. Licensee agrees to pay, and to fully indemnify Licensor for the payment of, all taxes or surcharges (“Taxes”) that may be imposed by any governmental authority with respect to or on account of this License, the use of the Box, or the provision or sale of Tickets and other services and benefits under this License, including, but not limited to, all sales, privilege, rental, use, admissions, amusement, property, parking, ticket, television service, or other governmental taxes, impositions, or assessments. Licensor shall have the right, but not the obligation, to advance Taxes due on behalf of Licensee. Licensee shall pay any invoice for Taxes promptly on receipt.

10. Liability; Assumption of Risk; Indemnification; Disclaimer.

    1. Limitation of Liability. None of Licensor, the National Football League (“NFL”), the Ground Lessor, the Event organizer(s), Theater tenants/vendors (including without limitation, the Theater concessionaire)/sponsors or any Theater manager designated by Licensor or any of their respective officers, partners, employees, directors, members, owners, managers, or agents (collectively, the “Licensor Parties”) shall be liable or responsible for any loss, damage, or injury to any person or to any property of Licensee or Licensee’s invitees or guests in, around or upon the Box, the Theater, or any Parking Lot, resulting from any cause whatsoever, including, but not limited to, theft and vandalism, unless due to, and only to the extent of, the willful misconduct of one of the Licensor Parties and then only the Licensor Parties who have committed such willful misconduct shall be liable.

    2. Assumption of Risk. Licensee and its officers, directors, agents, representatives, employees, visitors, and guests or invitees assume all risk and danger incidental and related to the Event, including, without limitation, the danger of being injured by projectiles (whether or not applicable to the Event), artists/bands/players/performers, participants, other patrons, and game and other event equipment, and agree that the Licensor Parties, any artists/bands/players/performers playing in the Theater, and other individuals producing, performing, or participating in games or events are not liable for any injuries attributable to such causes.

    3. Indemnity. Licensee hereby agrees to indemnify, defend, and hold the Licensor Parties harmless from and against any claim, loss, liability, expense, injury, or damage to the property or person of Licensee or Licensee’s invitees or guests occurring in, upon, or around the Box, the Theater, or any Parking Lots resulting from any cause whatsoever, including without limitation, Licensee’s use of the Box, except to the extent any such claim, loss, expense, injury, or damage is caused by the willful misconduct of the Licensor Parties. Further, Licensee shall indemnify and hold Licensor harmless from and against any and all liability, loss, claims, demands, costs, and expenses incurred by Licensor in connection with the contravention, or alleged contravention, by Licensee, or any of Licensee’s invitees or guests, of the provisions of this License or Applicable Laws, the Rules and Regulations, or any act or omission, including negligence and willful misconduct, of Licensee or Licensee’s invitees or guests arising from, in connection with, or incident to the use and occupancy of the Box, any other areas of the Theater, or any Parking Lot to which such persons gained access. Such indemnity by Licensee shall include, without limitation, the obligation to provide in advance all costs and expenses of defense against any such indemnified claims.

    4. Limitation on Remedy. With respect to any claim by Licensee under, in connection with, or in any way related to this License, Licensee specifically agrees that its sole and exclusive remedy at law or in equity will be to a refund of the License Fee previously paid, it being agreed that none of the Licensor Parties shall ever be personally liable on account of such claim. In no event shall any Licensor Party ever be liable to Licensee for any indirect, special, or consequential damages suffered by Licensee or any of Licensee’s invitees or guests, for whatever cost. Licensee hereby waives all rights of recovery against Licensor for or arising out of damage to or destruction of any property of Licensee located within the Box and the Theater from causes then included under any of Licensee’s property and casualty coverage insurance policies.

    5. Insurance. Licensee shall, at its sole cost and expense, obtain and keep in full force and effect for the Event Hours, a comprehensive general liability insurance policy (including, without limitation, host liquor liability coverage) with a single limit of at least One Million Dollars ($1,000,000.00), including coverage for bodily injury or death, property damage, and personal injury liability and for the performance by Licensee of the indemnity provisions of this License. The limits of this insurance shall not, however, limit the liability of Licensee under this License. Prior to Licensee’s use of the Box, Licensee shall deliver to Licensor a certificate evidencing the issuance of such insurance policy. Licensee’s comprehensive general liability insurance policy and certificate evidencing such insurance shall: (i) name Licensor as an additional insured and (ii) be issued by insurance companies reasonably satisfactory to the additional insureds and qualified to do business in the State of California. Any liability insurance carried or to be carried by Licensee under this License shall be primary and non -contributory over any insurance policy or self -insurance coverage maintained or carried by any of the additional insureds. If Licensee fails to obtain or maintain the required insurance, Licensor may, at its option, obtain the insurance on Licensee’s behalf, using reasonable efforts to obtain such insurance at a reasonably competitive rate, and the cost of such insurance shall be immediately due and payable by Licensee upon demand of Licensor.

11. Default; Remedies.

    1. Default. The occurrence of any of the following shall constitute a default under this License by Licensee: (1) the failure by Licensee to pay when due the License Fee or the Deposit; (ii) a breach by Licensee of the provisions of Section 17 of this Exhibit A (Assignment); and (iii) the failure by Licensee to observe and perform any other term, provision, condition, or covenant of this License to be observed or performed by Licensee.

    2. Remedies. In the event of any default under this License by Licensee, Licensor, at its option, may do separately or collectively any one (1) or more of the following: (i) terminate this License by giving written notice of termination to Licensee, whereupon this License shall terminate and all rights and privileges of Licensee under this License shall be deemed revoked, and upon such termination, Licensee shall not be entitled to a refund of any License Fee paid hereunder and shall remain liable for the payment of any other charges or fees due hereunder which have not been paid at the time of termination; (ii) deny Licensee admission to the Theater and use of the Box; (iii) apply the Deposit; and (iv) pursue any right or remedy available to Licensor at law or in equity or hereunder.

       The foregoing remedies of Licensor shall be cumulative, and Licensor’s exercise of any remedy or remedies set forth herein shall not preclude its exercise of any other right or remedy set forth herein or any other right or remedy lawfully available to Licensor. No waiver by Licensor of any default by Licensee hereunder shall be construed to be a waiver or release of any other or subsequent default by Licensee hereunder, and no failure or delay by Licensor in the exercise of any remedy provided for herein shall operate as or be construed to constitute a forfeiture or waiver thereof or of any other right or remedy lawfully available to Licensor.

12. Cancellation or Non-Performance of the Event; Box Unusable for the Event; Non-Refundable; Reduced Capacity.

    1. Cancellation or Non-Performance of the Event. If a cancellation or non-performance of the Event occurs for any reason, including due to damage to or destruction of the Theater, a full or partial condemnation of the Theater, a Labor Disturbance, or a Force Majeure Event, then Licensor shall be entitled to a refund of the License Fee. For purposes of this License, (i) a “Labor Disturbance” shall include, without limitation, any strike, lock-out, or other labor disturbance, specifically including, but not limited to, NFL players’ strikes and NFL owners’ lock-outs or any union strike or owner’s lock out, and (ii) a “Force Majeure Event” shall include, without limitation, riots, civil insurrection, civil disobedience, Labor Disturbances, acts of terrorism or sabotage, acts of God, acts of war, failure of a utility provider, interruption or delay of transportation, natural disasters, pandemics severe or inclement weather, governmental actions or prohibition, Applicable Law that prohibits the Event, or any event or circumstance beyond the reasonable control of Licensor.

    2. Box Unusable for the Event. If, prior to the Event, damage to or destruction of the Box occurs that renders the Box unusable for the Event, then Licensor may, at its option, provide Licensee with a (i) reasonably comparable box for the Event or (ii) a refund of the License Fee.

    3. Sole and Exclusive Remedy; Non-Refundable. The provisions of Section 12(a) and 12(b) are Licensee’s sole and exclusive remedies if the Box is unusable or unavailable, and except as provided in Sections 12(a) and 12(b), the License Fee shall be completely nonrefundable.

    4. Reduced Capacity of Box or Theater. If due to national, state, or local laws, rules, regulations or requirements, or the Event organizer(s)’, NFL’s, Licensor’s or the Ground Lessor’s rules, regulations or requirements, capacity in the box is reduced by Licensor (“Capacity Reduction”), the following shall occur: (i) Licensee shall receive a reduced number of tickets for the box as determined by Licensor (the number of tickets made unavailable by Licensor, the “Unavailable Tickets”), (ii) Licensor shall issue a pro rata refund, calculated by dividing the number of Unavailable Tickets divided by the total number of Tickets issued at the time of execution of this License Agreement (exclusive of any Additional Standing Room Only Tickets) (the “Reduction Percentage”); multiplied by the total Licensee Fee, within thirty (30) days of the Event Date, (iii) if applicable, any Catering Credit shall be reduced by an amount equal to the Reduction Percentage multiplied by the Catering Credit, (iv) if applicable, the number of Parking Passes shall be reduced in a manner determined by Licensor in Licensor’s sole discretion.

13. Applicable Laws; Rules and Regulations. Licensee agrees to observe, and to cause Licensee’s invitees and guests to observe, all rules, regulations and policies of the Theater, Hollywood Park, Licensor, Hollywood Park Management Company, LLC, the Event organizer(s), the NFL (including, but not limited to, the NFL Rules), and the Ground Lessor regarding the use and occupancy of the Box in the Theater and attendance at the Event, including any amendments or modifications that may be adopted or administered by any such entity or any successor thereto from time to time (the “Rules and Regulations”) and all or part of Licensee’s rights and interests under this License may be revoked in the event of the failure of Licensee, or any of Licensee’s invitees or guests, to comply with such Rules and Regulations. Additionally, and notwithstanding any other provision of this License to the contrary, this License and all the rights, exclusivities, and protections granted by Licensor to Licensee hereunder shall, at the request of the NFL Commissioner, be subject to review and the prior written approval of the NFL Commissioner, and is in all respects subordinate to (and shall not prevent the issuance or entering into or amendment of) the NFL Rules, as may be issued, entered into, or amended from time to time, and any present or future agreements or arrangements entered into with third parties by the NFL or the NFL Commissioner, or any NFL affiliated entity. For the purposes of this License, the term “NFL Rules” means the NFL’s Constitution, By-Laws, rules, regulations, Event Operations Manual, policies, mandates and agreements, in each case as amended and in effect from time to time and any interpretation of any of the foregoing issued from time to time by the NFL Commissioner.

14. Representations and Warranties.

    1. Licensee Representations and Warranties. Licensee hereby represents, warrants, and agrees as follows: (i) Licensee has read and understands the terms of this License, (ii) Licensee is entering into this License for Licensee’s own use and not with a view to the distribution, transfer, or resale of all or part of the rights and interests hereunder; (iii) Licensee has full authority and legal capacity to enter into and sign this License and carry out its terms and conditions and, upon execution by both Licensor and Licensee, this License shall be a legal and binding obligation of Licensee, enforceable in accordance with its terms; and (iv) Licensee acknowledges that this License shall not be used for any investment purpose whatsoever.
    2. Disclaimer of Warranty. LICENSEE ACKNOWLEDGES THAT NEITHER LICENSOR NOR ANY PERSON OR PERSONS ON BEHALF OF LICENSOR HAVE MADE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THIS LICENSE OTHER THAN AS MAY BE SPECIFICALLY SET FORTH IN THIS LICENSE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF CONDITION, VALUE, OR EXPECTATION OF VALUE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO (I) THIS LICENSE, (II) THE BOX, OR (III) THE THEATER AND ITS APPURTENANT FACILITIES.
15. Confidentiality. Licensee agrees that it shall hold the terms and conditions of this License in strict confidence and shall not make any disclosure, publicly or privately, of the terms and conditions hereof, other than as agreed in writing by Licensor, and except as otherwise required by Applicable Laws, in response to a subpoena or to enforce its rights hereunder. Notwithstanding the foregoing, Licensee may disclose the terms of this License to Licensee’s counsel in connection with the negotiation of this License. Licensee consents to the release of Licensee’s name as a holder of a box License, and to the recording or filing of this License, as determined to be necessary in conjunction with any sales or Financing (as defined in Section 17(b)) transactions contemplated by Licensor or any assignee, transferee, beneficiary, pledgee, or mortgagee.

16. Dispute Resolution.

    1. Notice of Dispute. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this License, including the breach, termination, or validity thereof, promptly by negotiation. Either party may give the other written notice that a dispute exists (a “Notice of Dispute”). The Notice of Dispute shall include a statement of such party’s position. Within ten (10) days of the delivery of the Notice of Dispute, the parties shall meet at a mutually acceptable time and place, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties as provided by this paragraph.

    2. Controversy or Claim. Any controversy or claim arising out of or relating to this License, including the breach, termination or validity thereof, or the transactions contemplated herein, if not settled by negotiation as provided in Section 16(a), shall be settled by arbitration in Los Angeles, California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), by three (3) arbitrators. Either party may initiate AAA arbitration from and after thirty (30) days following the delivery of a Notice of Dispute if the dispute has not then been settled by negotiation. Each party shall choose one (1) arbitrator, and the two (2) chosen arbitrators shall choose the third (3rd) arbitrator. Any award rendered by the arbitrators shall be final and binding on the parties and may be entered in any court having jurisdiction thereof.

    3. Conduct of Arbitration. It is the intent of the parties that any AAA arbitration shall be concluded as quickly as reasonably practicable. Unless the parties otherwise agree, once commenced, the hearing on the disputed matters shall be held four (4) days per week until concluded, with each hearing date to begin at 9:00 a.m. and to conclude at 5:00 p.m. The arbitrators shall use all reasonable efforts to issue the final award or awards within a period of five (5) business days after closure of the proceedings. Failure of the arbitrators to meet the time limits of this Section 16 shall not be a basis for challenging the award.

    4. Costs of Arbitration. The arbitrators shall instruct the non-prevailing party to pay all costs of the proceedings, including the fees and expenses of the arbitrators and the reasonable attorneys’ fees and expenses of the prevailing party, but only if such prevailing party shall have complied with the provisions of paragraphs (a) and (b) above. If the arbitrators determine that there is not a prevailing party, each party shall be instructed to bear its own costs and to pay one half (1/2) of the fees and expenses of the arbitrators.

    5. Enforcement. Each party hereto hereby agrees that any legal proceeding instituted to enforce an arbitration award hereunder shall be brought in a federal or state court situated in Los Angeles, California, and hereby submits to personal jurisdiction therein and irrevocably waives any objection as to venue therein, and further agrees not to plead or claim in any such court that any such proceeding has been brought in an inconvenient forum.

    6. Equitable Relief. Nothing herein shall be construed to prevent any party from seeking equitable relief in any court of competent jurisdiction to restrain or prohibit any breach or threatened breach of any covenant of the parties set forth in this License, whether or not the parties have first sought to resolve the dispute through negotiation or arbitration pursuant to this Section 16.

17. Assignment.

    1. Assignment by Licensee. Licensee shall not assign, sell, sublease, transfer, mortgage or otherwise alienate or encumber (any such act being to “assign” and to result in an “assignment”) this License or any interest herein without Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion; provided, however, that Licensee may distribute, for no consideration, Tickets provided to Licensee or Parking Passes provided to Licensee to Licensee’s invitees and guests for use in the manner permitted under this License. Licensee further agrees not to sell any Parking Passes, any Tickets, or any rights to admission to the Box or the Club Facilities or otherwise permit any person to occupy the same for hire, it being expressly understood that the use of Tickets, the Box, the Parking Passes, and the Club Facilities pursuant to this License shall be solely for the use, enjoyment, and entertainment of Licensee and its invitees and guests. Licensee agrees not to solicit or accept any direct or indirect payment or income from any person or entity for the use of Tickets, the Box, the Parking Passes, or the Club Facilities.

    2. Assignment by Licensor. Licensor may, without Licensee’s consent, sell, transfer, or assign Licensor’s interest in this License or any of Licensor’s rights under this License (in whole or in part, by operation of law, or otherwise) to any person or entity in connection with a sale, transfer, or assignment of the Theater. In connection with any such sale, transfer, or assignment, if the purchaser, transferee, or assignee agrees to be bound by all the terms and provisions, and assume all of the obligations of Licensor, under this License accruing from and after the date of such sale, transfer, or assignment, then effective as of the date of such sale, transfer, or assignment, Licensor shall be relieved of any further obligations under this License. In addition, Licensor shall have the right to assign this License and any or all of its rights under this License, including its right in and to the License Fee and Deposit, without Licensee’s consent, to any bank, lending, or financing institution, or any other lender; any guarantor, or insurer of any financing, or any trustee, collateral agent, fiduciary, or other entity appointed in connection with such financing to secure any indebtedness of Licensor, including, but not limited to, any securitization (each, a “Financing”).

18. Subordination. This License and Licensee’s rights hereunder are expressly subject and subordinate to: (a) that certain Ground Lease, as may be amended or restated from time to time, that has been or shall be entered into between Pincay RE, LLC, a Delaware limited liability company (together with its successors and assigns, “Ground Lessor”), as Licensor, and Licensor, as Licensee, and any and all other leases (ground or otherwise), mortgages, deeds of trust, security instruments, or other Financing documents affecting the Theater or land upon which the Theater is located, or Licensor’s interest therein, as any of the same may be amended or restated from time to time, (b) all zoning, building and other laws, regulations, and ordinances of any and all municipal, governmental, and quasi-governmental bodies and agencies having jurisdiction over the Theater or land upon which the Theater is located, as any of the same may be modified or amended from time to time, and (c) any and all matters affecting the state of title to the Theater and land upon which the Theater is located, whether or not recorded in the public records.

19. Miscellaneous.

    1. Notices. All notices, demands, and other communications between the parties required or appropriate under this License shall be in writing and deemed given if mailed, postage prepaid, to the respective addresses set forth in this License, or to such other address as may be designated by either party, from time to time, in writing, provided that notices, demands, and other communications to Licensee with respect to this License (i) may be sent by email to the email address for Licensee set forth in the Summary and (ii) shall be deemed given upon delivery to Licensee.

    2. Affirmative Consent to Receive Additional Electronic Communications. Other than the notices that may be delivered by email pursuant to Section 19(a), Licensee hereby affirmatively consents, acknowledges, and agrees that (i) Licensor, the NFL, and other third parties (collectively, the “Email Parties”) may send Licensee emails or other electronic communications related to events, promotions, and information relating to Events and/or the Theater and/or the Theater tenants/vendors (including without limitation the Theater concessionaire)/sponsors (the “Additional Electronic Communications”) at the email address and/or phone number set forth in the Summary; (ii) Licensee’s consent to receive Additional Electronic Communications from the Email Parties as provided herein shall not modify this License or any other agreement between Licensee and Licensor; and (iii) Licensee may revoke its consent to receive Additional Electronic Communications by selecting the box below or by making a request, either by using the unsubscribe function in the message received or by advising Licensor thereof in writing.

       LICENSEE HEREBY REVOKES ITS CONSENT TO RECEIVE ADDITIONAL ELECTRONIC COMMUNICATIONS.

    3. Governing Law; Jurisdiction; Venue. THIS LICENSE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. EXCEPT WITH RESPECT TO MATTERS GOVERNED BY SECTION 16 HEREOF, IN ANY ACTION OR PROCEEDING ARISING FROM THIS LICENSE, LICENSOR AND LICENSEE HEREBY CONSENT TO (I) THE JURISDICTION OF ANY FEDERAL OR STATE COURT SITUATED IN LOS ANGELES, CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY ANY OF THE PARTIES AGAINST ANOTHER, THEIR SUCCESSORS AND PERMITTED ASSIGNS, IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE, THE RELATIONSHIP OF LICENSOR AND LICENSEE, LICENSEE’S USE OF THE BOX, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LICENSOR COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR AMOUNTS DUE HEREUNDER, LICENSEE SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.

    4. Entire Agreement. This License contains the entire agreement of the parties with respect to the matters provided for therein, and shall supersede any written instrument or oral agreement previously made or entered into by the parties to this License, specifically including, but not limited to, any advertising or marketing materials distributed (in any form) by Licensor and/or its agents. In the event of a conflict between the first page of this License and this Exhibit A, the terms of this Exhibit A shall control.

    5. Benefit and Binding; Amendment. This License, and all the terms and provisions thereof, shall inure to the benefit of and be binding upon the parties thereto, and their respective heirs, executors, administrators, personal representatives, and permitted successors and assigns. No amendment or modification to this License shall be effective unless the same is in writing and signed by both Licensor and Licensee.

    6. No Waiver. No delay of or omission in the exercise of any right, power, or remedy accruing to any party under this License shall impair any such right, power, or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy.

    7. Severability. In case any provision of this License shall be invalid, illegal, or unenforceable, such provision shall be severed from this License. The validity, legality, and enforceability of the remaining provisions of this License shall not in any way be affected or impaired thereby.

    8. Cumulative Remedies. All rights and remedies of Licensor shall be cumulative and said rights and remedies may be exercised and enforced concurrently or separately. Any waiver of rights, interests, and obligations by a party to this License must be in writing to be enforceable. No waiver by any party of any default or breach by any other party hereunder shall be construed to be a waiver or release of any prior or subsequent default or breach hereunder, and no failure or delay by any party in the exercise of any right or remedy shall be construed to constitute a forfeiture or waiver thereof or of any other right or remedy.

    9. Time is of the Essence. Time is of the essence in the performance of Licensee’s obligations hereunder.

    10. Injunctive Relief. Licensee agrees that irreparable damage would occur in the event that Licensee violates any of the provisions of this License that are not (other than the payment of money) performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that Licensor shall be entitled to injunctive relief to prevent breaches of this License and to enforce the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity.

    11. Headings; Interpretation. The section and other descriptive titles and headings set forth in this License are provided for reference purposes only and shall not govern or be used in the interpretation of this License. Each party acknowledges that such party and its counsel, after negotiation and consultation, have reviewed and revised this License. As such, the terms of this License shall be fairly construed and the usual rule of construction, to the effect that any ambiguities herein should be resolved against the drafting party, shall not be employed in the interpretation of this License.

    12. Survival. Each of Licensee’s representations, covenants, and agreements set forth in this License shall survive any termination or expiration of this License until such representations, covenants, and agreements are fully satisfied and require no further performance or forbearance, or the rights of a person and/or entity hereunder expire on a specific date or pursuant to a specific event or occurrence.

    13. Counterparts. This License may be executed in two (2) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same License. The counterparts of this License may be executed and delivered by facsimile or other electronic means by any of the parties to any other party, and the receiving party may rely on the receipt of such document so executed and delivered by facsimile or other electronic means as if the original had been received.