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Agreement between Vlslphor Corporation antl CIty of Santa Ana [Exhrb/t E] 7.4 VISIPHOR will have the right to terminate the License with respect to one or more Permitted Sublicensees (collectively, a "Defaulting Sublicensee") immediately upon written notice to the Customer if the Defaulting Sublicensee commits a material breach of its obligations with respect to its sublicense of the Software under its separate agreement with the Customer or takes or omits to take any action that results in a breach by the Customer of any of its obligations under Section 3.1(a), 3.1(b), 3.6, 5.2 or 7.12 of this License Agreement and such breach is not cured to the satisfaction of VISIPHOR, acting reasonably, within 30 calendar days after notice in writing to the Customer and the Defaulting Sublicensee describing the breach in reasonable detail, provided that if a breach specified in a notice under this section cannot be remedied with the exercise of commercial best efforts by the Customer and the Defaulting Sublicensee within such 30 calendaz day period, then the Customer and the Defaulting Sublicensee will have such additional period to remedy the breach as may be required, so long as the Customer and the Defaulting Sublicensee diligently proceed with such remedying process. No termination of the License with respect to a Defaulting Sublicensee will constitute a default by the Customer or any other Permitted Sublicensee under this Agreement or the License nor will it give VISIPHOR the right to terminate the License, the License Agreement or any other Transaction Document with respect to the Customer or any non- Defaulting Sublicensee. 7.5 Upon the termination of the License with respect to a Defaulting Sublicensee, the Customer will direct the Defaulting Sublicensee to cease using the Software and will have the right to re-allocate the licenses for the Software in use by the Defaulting Sublicensee at the date of termination among other Permitted Sublicensees pursuant to Section 3. 7.6 Each of the following is an "Event of Default" by VISIPHOR for the purposes of this License Agreement: (a) VISIPHOR breaches any of the warranties in Sections 6.4 and 6.5 of this License Agreement; (b) VISIPHOR breaches any material provision of this Agreement other than pursuant to Section 7.6(a) above, and fails to cure such breach within 30 calendar days after written notice from the Customer describing the breach in reasonable detail, provided that if a breach specified in a notice under this Section cannot be remedied with the exercise of due diligence by VISIPHOR within such 30 Business Day period, then VISIPHOR will have such additional period to remedy the breach as may be required, so long as VISIPHOR diligently proceeds with such remedying process; and (c) VISIPHOR commits an "Event of Default" as defined th any other Transaction Document. 7.7 Upon the occurrence of an Event of Default, the Customer will have the right to immediately terminate any one or more of the Transaction Documents by written notice to VISIPHOR, exercisable at its option and which right is th addition to any other right or Deletetl: 16/072006 Confidential Page 7 17/0j/20(16 Ciry of Santa Ma-ExhibitE Copyright®2006-Visiphor Corporetion