What assistance is Camp Margaritaville required to provide to the Licensee regarding the Trademark Agreements?

• c. Licensor shall assist Licensee, shall duly execute and deliver, or cause to be duly executed and delivered, any and all such other documents and/or instruments, and do and cause to be done such further acts and things, in each case, as Licensee may reasonably request in connection with the Trademark Agreements or as may be necessary for the Licensee to fully comply with its obligations under the Trademark Agreements.

• c. When requested by Licensor, Licensee agrees to assist Licensor (and its Affiliates) in connection with any intellectual property claims dealing with the enforcement of

Licensor's (and its Affiliates') rights in the Margaritaville Intellectual Property or Margaritaville Artwork that Licensor (and its Affiliates) may choose to bring. Licensor agrees to reimburse Licensee's reasonable out-of-pocket expenses incurred in providing such assistance. With respect to any intellectual property actions not caused by any breach of this Agreement by Licensee that Licensor may choose to bring, Licensor shall, at Licensor's cost and expense, employ counsel of its own choice to direct the handling of such claims and any settlement thereof. Licensor shall be entitled to receive and retain all amounts awarded as damages, profits or otherwise in connection with such suits.

• (a) Notification. Each Party shall promptly notify the other Party in writing, if such Party learns that any other Person infringes or misappropriates any Camp Margaritaville Intellectual Property or initiates before any Governmental Authority any proceedings relating to any Camp Margaritaville Intellectual Property which infringement, misappropriation or proceedings would on a commercially reasonable basis be expected to have a material adverse effect on either Party's rights or obligations under this Agreement.
• (b) Franchisor Defense. Franchisor shall have the first opportunity, at its sole cost and expense, to defend against or settle (provided such settlement shall have no adverse or negative effect whatsoever upon Franchisee) any proceedings before any Governmental Authority initiated by any third parties in respect of or relating to the Camp Margaritaville Intellectual Property as soon as reasonably possible and to initiate, defend and maintain proceedings before the applicable Governmental Authority against third parties as required to protect and defend Franchisor's interest in and to the Camp Margaritaville Intellectual Property in the relevant jurisdiction.
• (c) Franchisee Defense. Regarding a proceeding to enforce or defend the Camp Margaritaville Intellectual Property, the invalidity, infringement, misappropriation of which could materially, adversely impact the Resort, if Franchisor has failed to take commercially reasonable action within 30 days of notice or within 5 days if injunctive relief is entered against Franchisor or Franchisee, after Franchisor becomes aware of any such infringement, misappropriation or proceeding in respect of or relating to the Camp Margaritaville Intellectual Property, which infringement, misappropriation or proceedings would on a commercially reasonable basis be expected to have a material adverse effect on Franchisee's rights under this Agreement, Franchisee may at Franchisor's sole cost and expense and upon delivery of written notice to Franchisor, initiate and maintain proceedings before the applicable Governmental Authority in its own name and/or the name of Franchisor or any Franchisor Affiliate and join Franchisor and/or any Franchisor Affiliate as a party thereto or participate in the defense and settlement

Source: Item 23 — RECEIPTS (FDD pages 72–406)