Limited Liability Company Agreement

　　(3) immediately and without further notice if the company is in breach of any material provision of this agreement and does not cure such breach within a period of 30 days after receipt of written notice specifying such breach.

　　3. proprietary rights. the company acknowledges that, as between fff and licensee, all right, title and interest in and to, and ownership of, all intellectual property rights in the licensed ip and any enhancements thereof or copies thereof (collectively, the 'fff ip rights') shall at all times reside exclusively in fff or such third parties as fff may in its sole discretion determine. the company shall place appropriate notices provided by fff of fff's ownership of the fff ip rights in connection with all uses thereof and shall comply with all reasonable directions which may be submitted by fff from time to time regarding the form and placement of patent, copyright and other proprietary rights notices with respect to the fff ip rights. the company shall be entitled only to such rights with respect to the fff ip rights as are specifically granted in this agreement and to no other rights. if the company, or any third party engaged by the company, is deemed by a trier of fact to have any ownership interest in any fff ip rights, the company agrees to assign, or use commercially reasonable efforts to cause such third party to assign, all of such ownership interests to fff. the company shall reasonably cooperate with fff and shall cause to be executed all such instruments and documents as fff may reasonably request in connection with such assignment. the company shall not take any action that might encumber or expose the fff ip rights or the license rights granted herein to any claims, liens or other forms of encumbrance; provided, however, that the company may pledge its rights under this agreement for financing purposes, including any assignment of such rights to a lender required in connection therewith. the company acknowledges that fff and its affiliates are in the travel services business, and it is the express understanding and agreement of the parties that fff and its affiliates shall own and be entitled to use the fff ip rights in connection with all current and any future businesses or services, subject to any limitations set forth in the llc agreement or any collateral agreement to which fff is a party.

　　4. license to fff.

　　4.1 grant of license. the company hereby grants to fff the nonexclusive, perpetual, royaltyfree right and license to use the company owned ip in connection with the development, marketing, maintenance, operation and support of any business of fff or its affiliates, subject to any limitations set forth in the llc agreement or any collateral agreement to which fff is a party (the 'cross license'). the term 'use' shall include the right to copy, display, perform and prepare enhancements of the company owned ip, provided that any and all enhancements of the company owned ip made by or on behalf of fff shall be the sole property of the company. the terms of (i) sections 2.3 (other than with respect to a sublicense to an affiliate of fff), 2.4, 5.2 and 6.2 (other than with respect to a sale, transfer or assignment to an affiliate of fff), and (ii) section 3 (but only during the term of the license and the trademark license) shall apply mutatis mutandis to the cross license granted in this section 4 such that the company shall have the same benefits and rights (except as modified herein) with respect to the company owned ip and enhancements thereto as fff has with respect to the licensed ip pursuant to said sections.