Common use of Indemnifications Clause in Contracts

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, a. Licensor and continuing after the expiration or termination of this Agreement, Licensor shall NAMATH hereby indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, expense (including reasonable attorneys' counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee and its affiliates it by reason of the breach by Licensor or NAMATH of the warranties their warranties, representations or representations as set forth in Paragraph 12 hereofcovenants herein, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor and NAMATH relative to any such claim or suit suit, and provided, further, that Licensor and NAMATH shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled brought with counsel reasonably satisfactory to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretoLicensee. (b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") agrees to hold Licensor and each of its affiliates, and shall hold them NAMATH harmless from any loss, liability, damage, cost or expense, expense (including reasonable attorneys' counsel fees), arising out of any claim or suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of any unauthorized use by Licensee in connection with the Endorsed Products of the Name and Character covered by this Agreement. c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor, TWE Licensor or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee NAMATH arising out of the Licensed Property; offer, sale, advertising or promotion of the Endorsed Products (iii) any use of any trademark other than that arising from Licensor's or copyright on NAMATH's negligence or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreementwillful misconduct), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) damage in the Licensed Products and/or Licensed PremiumsEndorsed Products, or provided that the use thereof. Provided, however, that Licensor shall and NAMATH give prompt written notice, and full cooperation and assistance to Licensee it relative to any claim such suit or suit claim, and provided, further, provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects brought with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance counsel reasonably satisfactory to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoLicensor. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotiondevice; (iv) Licensee's non-compliance noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates License by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method method. or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, Product(s) or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With with regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor Licenser and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. Content Provider shall indemnify and hold harmless UnraveledTV, its affiliated companies and their respective owners, officers, directors, employees, consultants and agents from all liabilities, damages, costs and expenses (aincluding, without limitation, reasonable counsel fees and expenses) During the Term(each a “Liability”, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them harmless from collectively referred to herein as “Liabilities”) incurred in connection with any loss, liability, damage, cost or expense, including reasonable attorneys' fees, claim arising out of Content Provider breach of any representation or obligation hereunder, including any claim that Content Provider lacks the authority to grant the rights, including Electronic Streaming rights granted herein, or incurred in the settlement or avoidance of any such Liabilities. The provisions of this Section shall apply, without limitation, to claims or suits which may be brought or made by either party against Licensee and its affiliates by reason the other. Pending the disposition of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and providedaction, further, that Licensor UnraveledTV shall have the option right to undertake and conduct the defense withhold payment of such portion of any suit so broughtmonies which may be payable by UnraveledTV to Content Provider hereunder as shall be reasonably related to the amount of the claim and estimate counsel fees. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee UnraveledTV shall indemnify Licensorand hold harmless Content Provider, Time Warner Entertainment Companyits affiliated companies and their respective owners, L.P. ("TWE") officers, directors, employees, consultants and each of its affiliates, and shall hold them harmless agents from all Liabilities incurred in connection with any loss, liability, damage, cost or expense, including reasonable attorneys' fees, claim arising out of UnraveledTV’s breach of any representation or obligation hereunder or incurred in the settlement or avoidance of any such Liabilities. Notwithstanding the foregoing, Content Provider hereby acknowledges that no owner, employee, officer, director, consultant or agent of UnraveledTV shall be individually responsible for indemnifying Content Provider for such Liabilities, except as permitted by law. The provision of this Section shall apply, without limitation, to claims brought by either party against the other. Pending the disposition of any such claim or suits action, Content Provider shall have the right to withhold payment of such portion of any monies which may be brought or made against Licensorpayable by Content Provider to UnraveledTV hereunder as shall be reasonably related to the amount of the claim and estimate counsel fees. To assert its rights of indemnification hereunder in cases involving third-party claims, TWE or any of its affiliates, by reason ofthe party seeking indemnification must: (i) promptly notify the indemnifying party of any breach of Licensee's covenants and undertakings hereunderclaim or legal proceeding which gives rise to such right; (ii) afford the indemnifying party the opportunity to participate in, or fully control, any unauthorized use by Licensee proceeding and the compromise, settlement, resolution or other disposition of the Licensed Propertysuch claim or proceeding; and (iii) any use fully cooperate with the indemnifying party, at the indemnifying party’s expense, in such indemnifying party’s participation in, and control of any trademark proceeding and the compromise, settlement, resolution or copyright on other disposition of such claim or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotionproceeding; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Providedprovided, however, that Licensor if such compromise, settlement, resolution or other disposition could have an adverse effect on the indemnified party, the indemnified party’s consent to such compromise, settlement, resolution or other disposition shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer be required but shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licenseeunreasonably withheld.

Indemnifications. (a) During Tenant shall indemnify and hold harmless Landlord against and from any and all causes and claims arising from Tenant’s use of the TermPremises or the conduct of its business or from any activity, work done, permitted or suffered by the Tenant in or about the Premises, and continuing after shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the expiration or termination performance of any obligation of Tenant’s part to be performed under the terms of this AgreementLease, Licensor shall indemnify Licensee and its affiliates and shall hold them harmless or arising from any lossaction, liabilityneglect, damagefault or omission of the Tenant, cost or expenseof its agents or employees, including and from and against all costs, reasonable attorneys' attorney’s fees, arising out of expenses and liabilities incurred in or about such claim or any claims action or suits which may proceeding brought thereon, and in case any action or proceeding be brought or made against Licensee and its affiliates Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the breach same at Tenant’s expense by Licensor counsel reasonably satisfactory to Landlord. Tenant, as a material part of the warranties consideration to Landlord, hereby assumes all risk of damage to property or representations as set forth in Paragraph 12 hereofinjury to persons in, provided that Licensee upon or about the Premises from any cause whatsoever except to the extent caused by Landlord’s negligence, willful misconduct or failure of Landlord to observe any of the terms and conditions to this Lease, or to the extent covered by any indemnity. Landlord shall give Tenant prompt written notice, with full particulars, of all claims subject to this indemnity. Tenant shall have no obligation to pay any amount in connection with any settlement reached without Tenant’s consent, which shall not be unreasonably withheld or delayed. Tenant shall indemnify and full cooperation hold harmless Landlord against and assistance from any and all causes and claims arising from the active neglect or negligence, willful misconduct or intentional failure of Tenant to Licensor relative observe any of the terms and conditions of this Lease. Without limiting the generality of the foregoing, Tenant shall indemnify and hold Landlord harmless from any claims, third party liabilities or costs arising from, and shall perform (or cause others to perform) all investigation and remediation required by law and the Stanford Ground Lease and remediation required by law and the Stanford Ground Lease with respect to any Hazardous Materials released, emitted, discharged, stored or used by Tenant or its agents, employees, contractors or subtenants. Tenant shall also be responsible for, and shall indemnify and hold Landlord harmless from any claims by any third party relating to the migration of Hazardous Materials from the Premises to other property to the extent that the Hazardous Materials in question were released, emitted, discharged, by Tenant or its agents, employees, contractors or subtenants. (For purposes of this Lease, “Hazardous Materials” shall mean any substance which has the capacity to cause death, injury or illness to man through ingestion, inhalation, or absorption through any body surface.) Tenant shall indemnify Landlord as provided above only for out-of-pocket costs and expenses and not for any consequential damages and incidental damages, including loss of profits and loss of rental value of the leasehold (other than lost rents during time of clean up), except to the extent such claim damages result from Tenant’s willful failure to fulfill its obligations (specifically excluding good faith disputes with Landlord or suit government agencies regarding the scope and provided, further, that Licensor shall have the option to undertake and conduct the defense timing of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretoTenant’s obligations). (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee Landlord shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, hold harmless Tenant against and shall hold them harmless from any lossand all causes and claims, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits subject to the provisions regarding Hazardous Materials which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or is set forth in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate34, as provided in this Paragraph 7(c47 (b), arising from the Complex, including all Common Areas, but excluding the Premises, and shall further indemnify and hold harmless Tenant against and from any and all claims arising from any breach or default in the performance of any obligation of Landlord’s part to be performed under the terms of this Lease, or arising from any act, neglect, fault or omission of the Landlord, or of its agents or employees, and from and against all costs, reasonable attorneys’ fees, expenses and liabilities incurred in or about such claim or any action or proceeding brought thereon, and in case any action or proceeding be brought against Tenant by reason of any such claim, Landlord upon notice from Tenant shall defend the same at Landlord’s expense by counsel reasonably satisfactory to Tenant. Landlord’s obligations regarding Hazardous Materials are set forth in Paragraph 34 herein. Landlord, as a material part of the consideration to Tenant, hereby assumes all risk of damage to property or injury to person in, upon or about the Complex, including all Common Areas, but excluding the Premises from any cause whatsoever except to the extent caused by Tenant’s negligence, willful misconduct, or failure Tenant to observe any of the terms and conditions to this Lease, or to the extent covered by any indemnity. Landlord shall indemnify and hold harmless Tenant against and from any and all causes and claims arising from the active negligence, neglect or willful misconduct or intentional failure of Landlord to observe any of the terms and conditions of this Lease. Tenant shall give Landlord prompt written notice, with full particulars, of all claims subject to this indemnity. Landlord shall have no obligation to pay any amount in connection with any settlement reached without Landlord’s consent, which shall not be unreasonably withheld or delayed. (c) Tenant covenants and agrees that Stanford University shall not any time or to any extent whatsoever be liable, responsible or in any way accountable for any loss, injury, death or damage to persons or property or otherwise, whether direct or consequential including without limitation, loss or damage to the Premises and the Building, attorney’s fees, which at any time may be suffered or sustained by Tenant or by any person whosoever may at any time be using or occupying or visiting the Premises or be in, on or about the same, whether such loss, injury, death or damage shall be caused by or in any way result from or arise out of any act, omission or negligence of Tenant or of any occupant, subtenant, visitor or user of any portion of the Premises, or shall result from or be caused by any other person, matter or thing whether of the same kind as, or of a different kind than, the persons, matters or things above set forth except to the extent that any loss, injury death or damage may be caused by the negligence or willful misconduct of Stanford University. Tenant shall forever indemnify, defend, hold and save Stanford University free and harmless of, from and against any and all claims, liability, loss or damage whatsoever on account of any such loss, injury, death or damage except to the extent that any loss, injury, death or damage may be caused by the negligence or willful misconduct of Stanford University. Tenant hereby waives all claims against Stanford University for damages to the Premises and to the property of Tenant in, upon or about the Premises, and for injuries to persons or property in or about the Premises, from any cause arising at any time except to the extent that any, injury, death or damage may be caused by the negligence or willful misconduct of Stanford University. Without limiting the generality of the foregoing, Tenant agrees that the provisions of this Paragraph 47 apply to all Hazardous Materials used, stored, generated, treated, disposed or released (“Used”) on, in or under the Premises by Tenant and that Tenant will indemnify, defend, hold and save Stanford University free and harmless from claims, liability, loss or damage on account of such Hazardous Substances used by Tenant and that Tenant will remove such substances used by Tenant that are material obligations now or hereafter on, in or under the Premises in a safe and prudent manner and within a reasonable time that is agreed to by Stanford University. The parties hereto recognize and agree that from time to time Stanford University in its reasonable discretion may require the removal of LicenseeHazardous Materials or other remediation even though such Stanford University requirements are in excess of or in the absence of applicable governmental requirements. Any dispute with regard to such Xxxxxxx University removal or remediation requirements that are in excess of or in the absence or applicable governmental requirements shall be subject to arbitration pursuant to the terms of Paragraph 38 of the Ground Lease provided however that if there is a contemporaneous dispute with regard to governmental required remediation of Hazardous Substances then Stanford University may join the dispute with regard to its independent requirements with a legal action in court of competent jurisdiction with respect to the government required remediation instead of the arbitration. As used in this Paragraph 47, Stanford University shall include and be deemed to include The Board of Trustees of the Xxxxxx Xxxxxxxx Junior University and its trustees, directors, officers, employees, faculty, students, agents, and affiliated organizations.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotiondevice; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) [*] per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit such Licensed Products and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoLicensed Premiums. (c) With regard to Paragraph 7(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) certificate are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them h6ld it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) (v) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) certificate are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, Time Warner Entertainment Companydirectors, L.P. ("TWE"employees and representatives) and each of its affiliates, and shall hold them it harmless from front any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, --------------- * Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device on or in connection with device, except for those users of the Licensed ProductsMaterials that are specifically approved by Licensor pursuant to the terms of this Agreement, Licensed Premiums or Licensed Promotion; (ivD) Licensee's Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any or (ii) by Nintendo base on a claim or suit and provided, further, that Licensee shall or any permitted sublicensee or subcontractor does not have the option right to undertake and conduct manufacture, or have manufactured, the defense of any suit so brought. Licensor shall cooperate fully Licensed Products in all respects a format compatible with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoNintendo Game System. (c) With regard to Paragraph 7(b9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars Two Million Dollars ($3,000,0002,000,000) per occurrence, combined single limits. Simultaneously with Promptly following the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy policies or certificate certificates of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties and, requiring party and requiting that the insurer insurer(s) shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor Tenant shall indemnify Licensee and its affiliates hold harmless Landlord against and shall hold them harmless from any lossand all causes and claims including, liabilitybut not limited to, damage, cost or expense, including reasonable attorneys' fees, those arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason from Tenant’s use of the breach by Licensor of the warranties premises or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliatesbusiness or from any activity, work done, permitted or suffered by the Tenant in or about the premises, from Landlord’s passive negligence, and shall further indemnify and hold them harmless Landlord against and from any loss, liability, damage, cost and all claims arising from any breach or expense, including reasonable attorneys' fees, arising out default in the performance of any claims or suits which may obligation of Tenant’s part to be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with performed under the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed PremiumsLease, or arising from any act, neglect, fault or omission of the use thereof. ProvidedTenant, however, that Licensor shall give prompt written noticeor of its agents or employees, and full cooperation from and assistance to Licensee relative to any claim against all costs, attorneys’ fees, expenses and liabilities incurred in or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any about such claim or suit any action or proceeding brought thereon, and provided, further, that Licensee shall have the option to undertake and conduct the defense in case any action or proceeding be brought against Landlord by reason of any suit so broughtsuch claim, Tenant upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. Licensor Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever except that which is caused by the neglect, willful conduct or failure of Landlord to observe any of the terms and conditions to this Lease notwithstanding anything in this Lease to the contrary. Landlord shall cooperate fully in indemnify and hold harmless Tenant against and from any and all respects with Licensee in causes and claims arising from the conduct active neglect or willful misconduct or intentional failure of Landlord to observe any of the terms and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution conditions of this AgreementLease, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, pre-existing contamination from hazardous materials as provided in Paragraph 45. of this Paragraph 7(c) are material obligations of LicenseeLease.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, Time Warner Entertainment Companydirectors, L.P. ("TWE"employees and representatives) and each of its affiliates, and shall hold them it harmless from front any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device on or in connection with device, except for those users of the Licensed ProductsMaterials that are specifically approved by Licensor pursuant to the terms of this Agreement, Licensed Premiums or Licensed Promotion; (ivD) Licensee's Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any or (ii) by Nintendo base on a claim or suit and provided, further, that Licensee shall or any permitted sublicensee or subcontractor does not have the option right to undertake and conduct manufacture, or have manufactured, the defense of any suit so brought. Licensor shall cooperate fully Licensed Products in all respects a format compatible with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoNintendo Game System. (c) With regard to Paragraph 7(b9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000****) per occurrence, combined single limits. Simultaneously with Promptly following the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy policies or certificate certificates of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties and, requiring party and requiting that the insurer insurer(s) shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotiondevice; (iv) Licensee's non-compliance noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor *Confidential Portions Omitted and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously Filed Separately with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of LicenseeCommission.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotiondevice; (iv) Licensee's non-non- compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto[*]. (c) With regard to Paragraph 7(b8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) [*] per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses by the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, Product(s) or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three two million dollars ($3,000,0002,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) certificate are material obligations of Licensee.

Indemnifications. (a) During the TermTenant agrees to indemnify, protect, defend and hold Landlord and Landlord's shareholders, employees, lender and managing agent harmless from and against any and all claims, costs, liabilities, actions, and continuing after damages, including, without limitation, attorneys' fees and costs on behalf of any person or persons, firm or firms, corporation or corporations, arising from any breach or default on the expiration part of Tenant in the performance of any covenant or termination agreement on the part of Tenant to be performed, pursuant to the terms of this AgreementLease, Licensor or arising from any act or negligence on the part of Tenant or its agents, contractors, servants, employees or licensees, or arising from any accident, injury or damage to the extent caused by Tenant, its agents, and employees to any person, firm or corporation occurring during the term of this Lease or any renewal thereof, in or about the Premises and Office Complex, and from and against all reasonable costs, reasonable counsel fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord or its managing agent by reason of any such claim, Tenant, upon notice from Landlord, covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's indemnification shall not apply to losses, claims, costs and the like arising as a result of the negligence or willful misconduct of Landlord or its agents. Landlord hereby waives all claims against Tenant for damage to any property or injury to, or death of, any person in, upon, or about the Office Complex, including the Premises, arising at any time and from any cause other than by reason of those matters covered by Tenant's indemnity in the preceding paragraph. Landlord shall, and hereby agrees to, indemnify Licensee and its affiliates and shall hold them Tenant harmless from any lossdamage to any property or injury to, liabilityor death of, damageany person arising from Landlord's breach of its obligation hereunder, cost unless the damage is caused by the negligence or expensewillful misconduct of the Tenant, including its employees, agents, contractors or representatives. Landlord's foregoing indemnity shall include reasonable attorneys' fees, arising out of investigation costs, and all other reasonable costs and expenses incurred by Tenant in any claims connection therewith; and in case any action or suits which may proceeding be brought against Tenant or made against Licensee and its affiliates managing agent by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim claim, Landlord, upon notice from Tenant, covenants to resist or suit and provided, further, that Licensor defend such action or proceeding by counsel reasonably satisfactory to Tenant. The provisions of this paragraph shall have survive the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this AgreementLease with regard to any occurrence prior to such termination and any resulting damage, Licensee shall indemnify Licensorinjury, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliatesor death. If Tenant is made a party to any litigation commenced by or against Landlord or relating to this Lease, and provided that in any such litigation Tenant is not adjudicated in a court of final appeal to be at fault, then Landlord shall hold them harmless from any loss, liability, damage, cost or expensepay all costs and expenses, including reasonable actual, but not unreasonable attorneys' fees, arising out fees and court costs incurred by or imposed upon Tenant because of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written noticesuch litigation, and full cooperation the amount of all such costs and assistance expenses including actual but not unreasonable attorneys' fees and court costs shall be a demand obligation owing by Landlord to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoTenant. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify hereby indemnifies Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, expense (including reasonable attorneys' counsel fees), arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 14 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall agrees to hold them Licensor harmless from any loss, liability, damage, cost cost, or expense, expense (including reasonable attorneys' counsel fees), arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums Product(s) or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of Name and Character covered by this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) Agreement as well as any alleged defects and/or or inherent dangers (whether obvious or hiddendamages in said Licensed Product(s) in the Licensed Products and/or Licensed Premiums, or the use thereof. ProvidedUpon receipt of notice of a third party claim alleging the breach by Licensee of any warranty, howeverundertaking, that representation or agreement entered herein or hereunder. Licensor shall give prompt written notice, and full cooperation and assistance notice of such claim to Licensee relative to any claim or suit and provided, further, that Licensee. Licensee shall have the option right to undertake and conduct assume the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit at Licensee's sole cost and provided, further, that expense by furnishing Licensor with written notice of same. Licensee shall have be liable for all losses, costs, expenses, damages or recoveries (including without limitation amounts paid in settlement), suffered, made or incurred by either Licensor or Licensee with connection with such third party claim. In the option event Licensee chooses not to undertake assume such defense, Licensee shall indemnify and conduct save harmless Licensor and its officers, directors and employees against any and all claims, demands, lawsuits, costs, expenses (including, without limitation, reasonable attorney's fees and disbursements), damages or recoveries (including without limitation, amounts paid in settlement) suffered, made, incurred or assumed by Licensor by reason of the defense breach by Licensee of any suit so broughtwarranty, undertaking, representation or agreement made or entered into herein or hereunder and resulting from a final adjudication of each such action, claim or suit, or a settlement thereof entered into with Licensee's prior written consent. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual personal liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no insurance with a minimum combined single limit of liability of not less than three one million U.S. dollars ($3,000,0001,000,000.00) per for each occurrence, combined single limits. Simultaneously with Within thirty (30) days from the execution of this Agreementdate hereof, Licensee undertakes shall provide Licensor with a policy endorsement in the form of Vendor's Broad Form Policy Endorsement to Licensee's Product Liability insurance coverage naming Licensor as additional insured. Licensee will submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as additional an insured parties andparty, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance * Confidential Portions Omitted and Filed Separately with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoCommission. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, a. Licensor shall indemnify hereby indemnifies Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, expense (including reasonable attorneys' counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee and its affiliates it by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 11 hereof, provided that Licensee it shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") agrees to hold Licensor and each of its affiliates, and shall hold them NAMATH harmless from any loss, liability, damage, cost or expense, expense (including reasonable attorneys' counsel fees), arising out of any claim or suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of any unauthorized use by it in connection with the Endorsed Products of the Name and Character covered by this Agreement. c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor, TWE Licensor or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee NAMATH arising out of the Licensed Property; manufacture, offer, sale, advertising or promotion of the Endorsed Products made by or for it (iii) any use irrespective of any trademark or copyright on or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this AgreementLicensor's conduct and relation thereto), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) in the Licensed said Endorsed Products and/or Licensed Premiums, or the use thereof. Provided, however, provided that the Licensor shall give and NAMATH gives prompt written notice, and full cooperation and assistance to Licensee it relative to any claim such suit or suit claim, and provided, further, provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtainobtain and maintain, at its own cost and expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for insurance covering all Endorsed Products in the minimum amount of $10,000,000.00 with Licensor and NAMATH being named as a beneficiary and insured under the said policy of insurance as their interest may appear. Licensee against any such claims or suits in amounts no less than three million dollars shall cause a Certificate of Insurance ($3,000,000with all riders and endorsements) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit be issued to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in advance thereoforder to obtain or maintain such insurance because of Licensee's failure to do so. Such insurance reimbursements shall at all times be primary and not contributory with any insurance carried by Licensor, TWE cure or any of their affiliates. Further the delivery of the policy excuse Licensee's default in obtaining or certificate, as provided in this Paragraph 7(c) are material obligations of Licenseemaintaining such insurance.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee, BAM Entertainment Ltd and BAM Studios (Europe) Ltd. (collectively, the "Licensee and its affiliates Parties") and shall hold them Licensee Parties harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee ---------- [*] Confidential portions omitted and its affiliates filed separately with the Commission. Parties by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee Parties shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee Parties shall not, however, be entitled to recover for lost profits. Licensee Parties shall cooperate fully in all respects respect with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark trademark, or copyright on copyright, design, patent, process, method or in connection with the Licensed Products, the Licensed Premiums or the Licensed Promotion device (except trademarks or copyrights to the extent such rights are granted in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c8(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, Product(s) or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three two million dollars ($3,000,0002,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During Lessee shall have no liability whatsoever for taxes imposed by the TermUnited States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor. Lessee shall report and pay promptly any and all other taxes, fees and assessments due, assessed or levied against Equipment or the purchase, ownership, delivery, leasing, possession, use or operation thereof or upon the rentals or receipts with respect to this Lease and/or any Schedule hereto, including without limitation, all license and registration fees and all sales, use, personal property, excise, gross receipts, franchise, stamp or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon, imposed against this Lease, any Schedules hereto, Lessor, Lessee or any Equipment by any foreign, Federal, state, or local government or taxing authority during or relating to the Lease term (collectively, "Taxes"), and continuing after the expiration in addition, Lessee shall reimburse Lessor or termination its assigns upon receipt of this Agreement, Licensor shall indemnify Licensee and written request for reimbursement for any Taxes charged to or assessed against Lessor or its affiliates and shall hold them harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written noticeassigns, and full cooperation Lessee win, on request of Lessor, submit to Lessor written evidence of Lessee's payment thereof. Unless and assistance until Lessor shall elect itself to Licensor relative file or make any report or return with respect to any Tax, Lessee, to the extent possible, will make such claim report or suit and provided, further, that Licensor shall have return in such manner as will show the option to undertake and conduct the defense interest of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor Lessor in the conduct Equipment, and defense of said suit and/or proceedings related theretosend a copy thereof to Lessor. (b) During Lessee hereby agrees to indemnify, save and keep harmless Lessor, its agents, employees, successors and assigns, from and against any and all losses, damages (including indirect, special or consequential), penalties, injuries, claims, actions and suits including legal expenses, of whatsoever kind and nature (including costs and expenses incurred by Lessor in defending claims or suits brought against it by Lessee in violation of or contrary to the Termprovisions of this Lease), in contract or tort, whether caused by the active or passive negligence of Lessor, or otherwise, and continuing after the expiration or termination of this Agreementincluding, Licensee shall indemnify Licensorbut in no way limited to, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliatesLessor's strict liability in tort, and Lessee shall hold them harmless from at its own expense defend any loss, liability, damage, cost or expense, including reasonable attorneys' feesand all such actions, arising out of the selection, modification, purchase, acceptance or rejection of any claims or suits which may be brought or made against LicensorItem of Equipment, TWE or the ownership of any Item of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee Equipment during the term of the Licensed Property; Lease, and the delivery, lease, possession, maintenance, use, condition (iii) including, without limitation, latent and other defects, whether or not discoverable by Lessor or Lessee, and any use of any claim for patent, trademark or copyright on infringement), return of, or operation of any Item of Equipment by whomsoever used or operated or arising out of or resulting from the condition of any Item of Equipment sold or disposed of after use by Lessee, any sublessee or employees of Lessee. The indemnities and assumptions of liability herein provided for shall continue in connection with full force and effect notwithstanding the Licensed Products, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms termination of this Agreement)Lease whether by expiration of time, designoperation or law or otherwise. LESSEE AGREES THAT LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY CLAIM CAUSED DIRECTLY OR INDIRECTLY BY THE INADEQUACY OF ANY ITEM OF EQUIPMENT FOR ANY PURPOSE OR ANY DEFICIENCY OR DEFECT THEREIN OR THE USE OR MAINTENANCE THEREOF OR ANY REPAIRS, patentSERVICING OR ADJUSTMENTS THERETO OR ANY DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY THEREOF OR ANY INTERRUPTION OR LOSS OF SERVICE OR USE THEREOF OR ANY LOSS OF BUSINESS, process, method or device on or in connection with the Licensed Products, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related theretoALL OF WHICH SHALL BE THE RISK AND RESPONSIBILITY OF LESSEE. (c) With regard to Paragraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates as additional insured parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, Licensor and shall hold them it harmless from any loss, liability, damage, cost or expense, including reasonable attorneys' fees, expense arising out of any claims or suits which may be brought or made against Licensor, TWE or any of its affiliates, Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark or copyright on or in connection with the Licensed Productstrademark, the Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement)copyright, design, patent, process, method or device on or in connection with device, except for those uses of the Licensed Products, Licensed Premiums or Licensed PromotionProperty that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. (c) With regard to Paragraph 7(b7(b)(v) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability and contractual liability coverage insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor, TWE and each of its affiliates Licensor as an additional insured parties party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION twenty ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (3020) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.and