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 shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During In addition to the Termpayment of expenses and attorneys' fees, if applicable, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to indemnify, pay and hold DFS and the officers, directors, employees, agents, and continuing after affiliates of DFS (collectively called the expiration "INDEMNITEES") harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Indemnitees, in any manner relating to or arising out of the Loan Documents, the statements contained in any commitment letters delivered by DFS, DFS' agreement to make the Loans or any other payment hereunder, or the use or intended use of the proceeds of any of the Loans hereunder (the "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of an Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. The provisions of the undertakings and indemnification set out in this SECTION 13 shall survive satisfaction and payment of the Obligations and termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During the Term1. Licensee shall indemnify, defend and hold harmless NAR, CSRE, and continuing after the expiration or termination of this Agreementtheir respective officers, Licensor shall indemnify Licensee directors, members, agents and shall hold it harmless employees (“Indemnified Parties”) from any lossand against all liabilities, liabilityclaims, damagecosts and expenses (including attorney’s fees), cost or expense arising out of any claims or suits which may be brought in connection with Licensee’s offering or made against Licensee by reason promotion of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofCourse and/or Presentation, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to including without limitation 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason allegations of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereofdefamation; (ii) any unauthorized use noncompliance with Title III of the Licensed PropertyAmericans with Disabilities Act; (iii) any use of any trademarkharassment, copyright, design, patent, process, method unlawful discrimination or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreementother misconduct; (iv) Licensee's non-compliance infringement of the intellectual property rights of third parties arising from authorized or unauthorized changes made to any Course and/or Presentation by Licensee or Instructor; (v) noncompliance with any applicable federallocal, state and federal laws, including without limitation laws that govern the promotion of Course and/or Presentation by telephone, email and facsimile, and other relevant privacy laws; or local laws (vi) inaccuracy or incompleteness in any unauthorized modifications to Course and/or Presentation made by Licensee or Instructor. Licensee shall further indemnify, defend and hold harmless Indemnified Parties from and against all liabilities, claims, costs and expenses (including attorney’s fees), arising out of or in connection with any disputes arising from the engagement of instructors pursuant to Section [III(D)] hereof, including disputes regarding instructor payments and contracts or other applicable regulations; agreements entered into between Licensee and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Product(s) or the use thereofinstructors. 2. CSRE shall indemnify, defend and hold harmless Licensee and its respective officers, directors, agents and employees from and against all liabilities, claims, costs and expenses (cincluding reasonable attorney’s fees), arising out of or in connection with an allegation that the Materials or Presentation, as provided by CSRE, infringed on the intellectual property rights of third parties. This Section II(C)(2) With regard to 7(bwill not apply, and CSRE shall have no obligations hereunder, for any materials reproduced or used in violation of Section III(E) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims “Materials” hereof. 3. The indemnity provisions will survive the termination or suits in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limits. Simultaneously with the execution expiration of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. 19.01 INDEMNIFICATION: Specific to Article 19 and the Sections and Subsections --------------- hereunder, "Claims" shall include claims, demands, causes of action, ------ liabilities, damages, fines, penalties and judgments of any kind or character, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated or known or unknown, and whether or not resulting from third party claims, and all costs and fees (including, without limitation, interest, reasonable attorneys' fees, reasonable costs of experts, court costs and reasonable costs of investigation, including those incurred in enforcing the indemnification provisions contained in this Agreement) in connection therewith. Also, as used in Subsection 19.01(d) herein, "Retained Environmental ---------------------- Liabilities" shall mean any contamination or condition that is the result of any ----------- disposal by Seller of any wastes, pollutants, contaminants, hazardous materials or other materials or substances on, in or below any properties not included in the Interests, wherever located, prior to the Effective Time, for which and to the extent that remediation is required by any Environmental Laws. In addition to any other indemnification or reservation provisions contained in this Agreement: (a) During Purchaser shall (i) as of the TermClosing Date assume, be responsible for and continuing comply with all duties and obligations of Seller, express or implied, with respect to the Interests arising on and after the expiration Closing Date under or termination by virtue of any of the Leases, contracts, agreements, documents identified in any exhibit hereto, or under any permit, applicable law, statute or rule, regulation or order of any governmental authority (specifically including, without limitation, any governmental request or requirement to plug, re-plug or abandon any well of whatsoever type, status or classification, or take any clean-up, remedial or other action with respect to the Interests) and (ii) defend, indemnify, save, discharge, release and hold Seller harmless from and pay or reimburse Seller for any and all Claims in connection therewith, except (a) as otherwise set forth in this Agreement, (b) any Claim expressly retained by Seller pursuant to Section 18.01 of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof. (c) With regard any brokers' or finders' fees or commissions arising with respect to 7(b) above, Licensee agrees brokers or finders retained or engaged by Seller and resulting from or relating to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits the transactions contemplated in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (ai) During the TermThe relevant Borrower shall, and continuing after the expiration or termination of this Agreementdoes hereby, Licensor shall indemnify Licensee each Recipient, and shall hold it harmless from any lossmake payment in respect thereof within ten (10) days after demand therefor, liability, damage, cost or expense arising out for the full amount of any claims Indemnified Taxes (including Indemnified Taxes imposed or suits which may asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be brought withheld or made against Licensee 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 noticededucted from a payment to such Recipient, and full cooperation any penalties, interest and assistance reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability and the calculation thereof delivered to Licensor relative the applicable Borrower by a Lender (with a copy to any such claim the Administrative Agent), or suit and providedby the Administrative Agent on its own behalf or on behalf of a Lender, 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 theretoconclusive absent manifest error. (bii) During the TermEach Lender shall, and continuing after the expiration or termination of this Agreementdoes hereby, Licensee shall severally indemnify Licensor and shall hold it harmless make payment in respect thereof within ten (10) days after demand therefor, (A) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the relevant Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the relevant Borrower to do so), (B) the Administrative Agent against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register, and (C) the Administrative Agent against any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any loss, liability, damage, cost or expense arising out of other source against any claims or suits which may be brought or made against 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant amount due to the terms of Administrative Agent under 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 Product(s) or the use thereofSection 3.01(d)(ii). (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During the Term9.1 Licensee, and continuing after its Subsidiaries, successors and assigns, will at all times indemnify and hold Licensor, its affiliates, subsidiaries, and the expiration or termination officers, directors, agents and employees of this Agreementeach, Licensor shall indemnify Licensee and shall hold it harmless from and against any lossand all claims, liabilitysuits, damagedemands, cost or expense obligations and liabilities of any nature whatsoever, and all damages, losses, fines, judgments, penalties, costs and expenses, including reasonable attorney’s fees and expenses, in any manner to the extent arising out of any claims of, relating to or suits which may be brought or made against Licensee by reason of based upon 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) the violation of any breach of law, regulation, other legal mandate, or regulatory directive by Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use the negligence, willful misconduct, wanton misbehavior of, or acts or omissions of the Licensed PropertyLicensee, its officers, directors, agents and employees; (iii) any use breach or alleged breach by Licensee of any trademarkrepresentation, copyrightcovenant, design, patent, process, method warranty or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of undertaking or obligation made in this Agreement; and (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 injury resulting from Licensee’s use of the Licensed Product(s) or the use thereofIntellectual Property. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for 9.2 Licensor and Licensee its Subsidiaries, successors and assigns will at all times indemnify and hold Licensee, its affiliates, subsidiaries, successors and assigns and the officers, directors, agents and employees of each harmless from and against any such claims and all claims, suits, demands, obligations and liabilities of any nature whatsoever, and all damages, losses, fines, judgments, penalties, costs and expenses, including reasonable attorney’s fees and expenses, in any manner to the extent arising out of, relating to or suits in amounts no less than two million dollars based on ($2,000,000i) per occurrencethe breach of any representation, combined single limits. Simultaneously with covenant, warranty, or undertaking made herein; or (ii) a claim that Licensee’s use of the execution Intellectual Property as permitted hereunder infringes the intellectual property rights of a third party. 9.3 The provisions of Section 9.1 and Section 9.2 shall survive termination, cancellation or expiration of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereofAgreement for any reason whatsoever.

Indemnifications. (i) Without limiting the provisions of subsection (a) During the Termor (b) above, each BorrowerThe Borrowers shall, and continuing after does hereby, indemnify the expiration or termination of this AgreementAdministrative Agent, Licensor shall each Lender and the L/C Issuerdo hereby, jointly and severally, indemnify Licensee each Recipient, and shall hold it harmless from any lossmake payment in respect thereof within 10 days after demand therefor, liability, damage, cost or expense arising out for the full amount of any claims Indemnified Taxes or suits which Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrowers or the Administrative Agent 3.01) payable or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may besuch Recipient or required to be brought withheld or made against Licensee 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 noticededucted from a payment to such Recipient, and full cooperation any penalties, interest and assistance reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Licensor relative to the amount of any such claim payment or suit liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and provideddo hereby, furtherjointly and severally, that Licensor indemnify the Administrative Agent, and shall have make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the option L/C Issuer for any reason fails to undertake and conduct pay indefeasibly to the defense of any suit so brought. Licensee shall not, however, be entitled Administrative Agent as required pursuant 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 theretoSection 4.01(c)(ii) below. (ii) Without limiting the provisions of subsection (a) or (b) During above, eachEach Lender and the TermL/C Issuer shall, and continuing after does hereby, severally indemnify the expiration or termination of this AgreementBorrowers and the Administrative Agent, Licensee shall indemnify Licensor and shall hold it harmless from make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any lossand all Taxes and any and all related losses, liabilityclaims, damageliabilities, cost or expense arising out penalties, interest and expenses (including the fees, charges and disbursements of any claims counsel for the Borrowers or suits which the Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent by anyIndemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be brought delivered by such Lender or made the L/C Issuer, as the case may be, to the Borrower Agent orto the amount of such payment or liability delivered to any Lender by the Administrative Agent pursuant to subsection (e). shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against Licensor by reason of: any amount due to the Administrative Agent under this clause (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth ii). The agreements in Paragraph 13 hereof; this clause (ii) any unauthorized use shall survive the resignation and/or replacement of the Licensed Property; (iii) Administrative Agent, any use assignment of any trademarkrights by, copyrightor the replacement of, designa Lender or the L/C Issuer, patent, process, method or device, except for those uses the termination of the Licensed Property that are specifically approved by Licensor pursuant to Aggregate Commitments and the terms repayment, satisfaction or discharge of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any all other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Product(s) or the use thereofObligations. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

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 it them harmless from any loss, liability, damage, cost or expense 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 Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, 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 trademarktrademark or copyright on or in connection with the Licensed Products, copyrightthe 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, except for those uses of device on or in connection with the Licensed Property that are specifically approved by Licensor pursuant to the terms of this AgreementProducts, 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 Product(s) 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 insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two three million dollars ($2,000,0003,000,000) 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 Licensor, TWE and each of its affiliates as an additional insured party 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 twenty [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (20"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 Term11.1 McDATA agrees to indemnify, defend and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it EMC harmless from any lossand all claims, liabilitydemands, damagesuits, cost or expense actions, judgements, damages, liabilities, costs and expenses (including reasonable * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Asterisks within brackets denote omission. 21 attorney's fees and costs) arising out of from any third party claims or suits which may be brought or made awarded against Licensee by reason EMC that Products infringe any patent or copyright, or trade secret, provided EMC promptly notifies McDATA in writing of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written noticeclaim, and full cooperation and assistance grants to Licensor relative to any such claim or suit and provided, further, that Licensor shall have McDATA the option to undertake and conduct sole control of the defense of any suit so broughtaction and all negotiations for settlement and compromise, but provided that EMC's consent is required for any settlement that calls for payments in excess of the liability cap specified in Section 15, such consent not to be unreasonably withheld. Licensee shall not, however, be EMC is entitled to recover for lost profits. Licensee shall cooperate fully be represented 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor such action 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, its own attorneys at its own expense. McDATA shall not be liable for any claim of infringement to the extent that it is based upon any Product or Software which is altered or modified without McDATA's authorization. In the event the Products become, product liability insurance providing adequate protection or in McDATA's opinion are likely to become, the subject of an infringement, McDATA shall have the right, at its option and expense, to (i) obtain the rights to continued use of such Product, or (ii) replace or modify the Product so that it is no longer infringing, or (iii) refund to EMC the price paid for Licensor the Product less a reasonable amount for use, damage or obsolescence in accordance with a straight-line depreciation schedule over a five (5) year life. The foregoing remedies are the sole remedies for infringement of any intellectual property rights. 11.2 EMC agrees to indemnify, defend and Licensee hold McDATA harmless from any and all claims, demands, suits, actions, judgements, damages, liabilities, costs and expenses (including reasonable attorney's fee's and costs) arising from any third party claim brought or awarded against McDATA as a result of any such claims claim, judgment or suits adjudication against McDATA to the extent based upon any material breach of this Agreement or misrepresentation by EMC in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limits. Simultaneously with the execution of conducting its activities under this Agreement, Licensee undertakes including without limitation any claims relating to submit the modification of the Products by EMC or by third parties that modified the performance or contents of the Products, or to Licensor a fully paid policy the sale or certificate distribution of non-McDATA goods or services in conjunction with the Products, provided that McDATA promptly notifies EMC in writing of the claim, and grants to EMC the sole control of the defense of any action and all negotiations for settlement and compromise, but provided that McDATA's consent is required for any settlement that calls for payments in excess of the liability cap specified in Section 15, such consent not to be unreasonably withheld. McDATA is entitled to be represented in any such action by its own attorneys at its own expense. 11.3 McDATA shall indemnify and defend EMC against all claims, suits, losses, expenses and liabilities arising from any third party claim brought against EMC alleging bodily injury, personal injury, death, and property damage directly caused by the failure of any Product to conform to its specification or to any applicable laws or regulations or through the negligence of McDATA or any person for whose actions McDATA is legally liable, provided that, in either case (i) EMC has notified McDATA promptly in writing of any such claims, (ii) McDATA shall have sole control of the defense of such claims and all negotiations for its settlement and compromise, provided that EMC's consent is required for any settlement that calls for payments in excess of the liability cap specified in Section 15, such consent not to be unreasonably withheld and (iii) EMC shall reasonably cooperate with McDATA in the defense or settlement of such claims. EMC is entitled to be represented in any such 17 22 action by its own attorneys at its own expense. McDATA shall carry and maintain Work▇▇▇'▇ ▇▇▇pensation and general liability insurance naming Licensor as an additional insured party and, requiring that the insurer coverage to satisfactorily cover McDATA's obligations under this Section. McDATA shall not terminate be liable for any claims under Section 11.3 to the extent that they are based upon any Product that has been damaged, submitted to misuse, altered, improperly installed, repaired or materially modify such without written notice maintained by EMC or third parties in a manner which McDATA reasonably determines to Licensor at least twenty (20) days in advance thereofhave adversely affected performance or reliability.

Indemnifications. Seller shall indemnify, save and hold harmless Buyer, its Affiliates, directors, officers, shareholders, employees and agents (afor purposes of this Article VI, all of which shall constitute “Buyer” and to the extent of entitlement for indemnification, may be herein referred to as a “Buyer Indemnified Party”) During the Termfrom and against all costs, losses, liabilities, obligations, damages, lawsuits, claims, demands, and continuing after the expiration expenses (whether or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense not arising out of Third Party Claims), including without limitation reasonable attorneys’ fees and all amounts reasonably paid in investigation, defense or settlement of any claims or suits which may be brought or made against Licensee by reason of the breach foregoing (herein, “Damages”), actually incurred or suffered by Licensor Buyer through the end of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, Survival Period 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor caused by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth any representation or warranty made by Seller in Paragraph 13 hereofthis Agreement; (ii) any unauthorized use breach of the Licensed Propertyany covenant or agreement made by Seller in this Agreement which requires performance after Closing; or (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses the operations of the Licensed Property that are specifically approved by Licensor pursuant Company prior to Closing. Notwithstanding anything to the terms contrary herein, Seller will have no liability (for indemnification or otherwise) under this Section 6.2 until the total of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state all Damages actually incurred or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) suffered by Buyer hereunder exceeds $5,000 in the Licensed Product(s) aggregate, in which case Buyer shall be entitled to indemnification for the entire amount of Damages. Notwithstanding anything to the contrary contained in this Agreement or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes in no event shall Seller have any liability (for indemnification or otherwise) under this Section 6.2 for any costs, losses, liabilities, obligations, damages, lawsuits, claims, demands, and expenses, which in the aggregate exceeds fifty percent (50%) of the purchase price paid by Buyer to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party andSeller (the “Cap Amount”) under this Agreement, requiring provided however, that the insurer Cap Amount shall not terminate or materially modify such without written notice apply to Licensor at least twenty (20) days breach of any Representations and Warranties set out in advance thereofthe Designated Sections.

Indemnifications. Tenant hereby agrees to indemnify, protect, defend and hold harmless Landlord from and against any and all liabilities, losses, damages, judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (aincluding, but not limited to, reasonable attorneys' fees and court costs) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of or related to the use, generation, storage, treatment, disposal or transportation of Hazardous Materials brought onto the Premises by Tenant or its employees. Landlord hereby agrees to indemnify, protect, defend and hold harmless Tenant from and against any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofand all liabilities, provided that Licensee shall give prompt written noticelosses, damages, judgments, fines, demands, claims, recoveries, deficiencies, costs and full cooperation expenses (including, but not limited to, reasonable attorneys'. fees 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. (bcourt costs) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason ofrelated to: (i) any the breach by Landlord of Licensee's covenants the warranty and undertakings hereunder, including those representation set forth in Paragraph 13 hereofSection 6.3 above; (ii) any unauthorized use the presence, use, generation, storage, treatment, disposal, transportation, or migration of Hazardous Materials in, onto or about the Licensed PropertyPremises; or (iii) any use the presence of any trademark, copyright, design, patent, process, method underground storage tanks under or deviceabout the Premises, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms extent such Hazardous Materials are brought onto the Premises by Tenant or its employees. Landlord further agrees that if the removal or abatement of this Agreement; any Hazardous Materials is required by Applicable Law (iv) Licensee's nonor where asbestos, lead-compliance with any applicable federalbased paint or mold is present, state if requested by Tenant to be removed), then, except if such Hazardous Materials was brought onto the Premises by Tenant 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 Product(s) or the use thereof. (c) With regard to 7(b) aboveits employees, Licensee agrees to obtain, Landlord shall at its own expensesole cost and expense remove all such Hazardous Materials from the Premises. Such removal shall be performed so as to minimize any interference with Tenant's operations at, product liability insurance providing adequate protection for Licensor and Licensee against the access to and visibility of, the Premises. Monthly Rent shall be abated during any such claims removal to the extent that despite Landlord's best efforts, the removal interferes with Tenant's operations, access or suits in amounts no less than two million dollars ($2,000,000) per occurrence, combined single limitsvisibility. Simultaneously Landlord shall coordinate with Tenant the execution scheduling of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereofremoval work.

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 it them harmless from any loss, liability, damage, cost or expense 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 Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any [*] = 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. claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, 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 trademarktrademark or copyright on or in connection with the Licensed Products, copyrightthe 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, except for those uses of device on or in connection with the Licensed Property that are specifically approved by Licensor pursuant to the terms of this AgreementProducts, 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 Product(s) 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 insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two three million dollars ($2,000,0003,000,000) 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 Licensor, TWE and each of its affiliates as an additional insured party 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 twenty thirty (2030) 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 shall hold it harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee 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 agrees to hold Licensor and shall hold it NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims claim or suits suits, whether groundless or not, which may be brought or made against Licensor or NAMATH 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 it in connection with the Endorsed Products of the Licensed Property; 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 (iii) any use including reasonable counsel fees), arising out of any trademarkclaims or suits (whether groundless or not), copyright, design, patent, process, method which may be brought or device, except for those uses made against Licensor or NAMATH arising out of the Licensed Property that are specifically approved manufacture, offer, sale, advertising or promotion of the Endorsed Products made by Licensor pursuant to the terms or for it (irrespective of this Agreement; (iv) LicenseeLicensor's non-compliance with any applicable federalconduct and relation thereto), 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 Product(s) said Endorsed Products or the use thereof. (c) With regard , provided that the Licensor and NAMATH gives prompt written notice, cooperation and assistance to 7(b) aboveit relative to any such suit or claim, and provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensee agrees to obtainobtain and maintain, at its own cost and expense, product liability insurance providing adequate protection for 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 two million dollars shall cause a Certificate of Insurance ($2,000,000with 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 within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or certificate prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in order to obtain or maintain such insurance naming Licensor as an additional insured party and, requiring that the insurer because of Licensee's failure to do so. Such reimbursements shall not terminate cure or materially modify excuse Licensee's default in obtaining or maintaining such without written notice to Licensor at least twenty (20) days in advance thereofinsurance.

Indemnifications. (ai) During the TermThe Borrowers shall, and continuing after the expiration or termination of this Agreementdo hereby, Licensor shall jointly and severally, indemnify Licensee each Recipient, and shall hold it harmless from any lossmake payment in respect thereof within 10 days after demand therefor, liability, damage, cost or expense arising out for the full amount of any claims Indemnified Taxes (including Indemnified Taxes imposed or suits which may asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be brought withheld or made against Licensee 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 noticededucted from a payment to such Recipient, and full cooperation any penalties, interest and assistance reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Licensor relative the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any such claim amount which a Lender or suit and provided, further, that Licensor shall have the option L/C Issuer for any reason fails to undertake and conduct pay indefeasibly to the defense of any suit so brought. Licensee shall not, however, be entitled Administrative Agent as required pursuant 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 theretoSection 4.01(c)(ii) below. (bii) During Each Lender and the TermL/C Issuer shall, and continuing after the expiration or termination of this Agreementdoes hereby, Licensee shall indemnify Licensor severally indemnify, and shall hold it harmless from make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any lossIndemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), liability(y) the Administrative Agent and the Borrowers, damageas applicable, cost against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or expense the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising out therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any claims Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or suits which the L/C Issuer, as the case may be brought be, under this Agreement or made any other Loan Document against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; amount due to the Administrative Agent under this clause (ii) any unauthorized use of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.81 119482860_14 #193013499_v7

Indemnifications. (ai) During the TermThe Borrowers shall, and continuing after the expiration or termination of this Agreementdo hereby, Licensor shall jointly and severally, indemnify Licensee each Recipient, and shall hold it harmless from any lossmake payment in respect thereof within 10 days after demand therefor, liability, damage, cost or expense arising out for the full amount of any claims Indemnified Taxes (including Indemnified Taxes imposed or suits which may asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be brought withheld or made against Licensee 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 noticededucted from a payment to such Recipient, and full cooperation any penalties, interest and assistance reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to Licensor relative the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any such claim amount which a Lender or suit and provided, further, that Licensor shall have the option L/C Issuer for any reason fails to undertake and conduct pay indefeasibly to the defense of any suit so brought. Licensee shall not, however, be entitled Administrative Agent as required pursuant 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 theretoSection 4.01(c)(ii) below. (bii) During Each Lender and the TermL/C Issuer shall, and continuing after the expiration or termination of this Agreementdoes hereby, Licensee shall indemnify Licensor severally indemnify, and shall hold it harmless from make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any lossIndemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), liability(y) the Administrative Agent and the Borrowers, damageas applicable, cost against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or expense the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising out therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any claims Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or suits which the L/C Issuer, as the case may be brought be, under this Agreement or made any other Loan Document against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; amount due to the Administrative Agent under this clause (ii) any unauthorized use of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property 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 Product(s) or the use thereof). (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee 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 and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against 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 of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of by the Licensed Property 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 Product(s) or the use thereof. (c) With regard to 7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000) 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 as an additional insured party and, requiring that the insurer shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.

Indemnifications. (a) During ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Templeton Distributor agree jointly and severally to indemnify and hold harmless the TermSponsor from and against any and all losses, claims, damages and continuing after liabilities of the expiration Sponsor and expenses related thereto arising from or termination relating to this Agreement, as follows: (i) Any untrue statement or alleged untrue statement of a material fact contained in the prospectus of the Fund or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) Any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectus or sales literature of a particular series of the Trust or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon or in conformity with information furnished to the Sponsor by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor or the Fund for use in the Trust's Registration Statement, prospectus or sales literature, or any amendment or supplement thereto; (iii) Any action of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor or the Fund which is illegal or which constitutes a breach of this Agreement; (iv) Templeton Distributor's and the Fund's failure to provide, Licensor shall indemnify Licensee on a timely basis, accurate net asset value determinations relating to the Mutual Funds Shares as provided for in Section 6.d hereof; (v) The inability of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and shall hold it harmless from its affiliates to continue to act as investment adviser to the Fund, or in any lossother capacity presently contemplated with respect to the Fund or the Trust, liabilityfor any reason whatsoever, damage, cost including but not limited to sanctions imposed upon ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or expense arising out any of any claims or suits which may be brought or made against Licensee its affiliates by reason the Commission pursuant to provisions of the breach by Licensor Investment Advisers Act or other applicable federal securities laws; and (vi) The voluntary or involuntary termination and liquidation of the warranties or representations as set forth Fund. If any action is brought against the Sponsor alleging claims described in Paragraph 12 subsections (i) through (vi) hereof, provided that Licensee the Sponsor shall give prompt written noticepromptly notify ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor in writing of the institution of such action and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor shall assume the defense of such action, including the employment of counsel and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor payment of expenses. The Sponsor shall have the option right to undertake employ its own counsel in any such case, but the fees and conduct expenses of such counsel shall be at the expense of the Sponsor unless (1) the employment of such counsel shall have been authorized in writing by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor in connection with the defense of such action, or (2) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor shall not have employed counsel to have charge of the defense of such action or (3) the Sponsor shall have concluded that there are defenses available to it which are different from or additional to those available to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor (in which case neither ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ nor Templeton Distributor shall have the right to direct the defense of such action on behalf of the Sponsor), in any suit so brought. Licensee of which three events such fees and expenses shall notbe borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor (it being understood, however, that neither ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ nor Templeton Distributor shall be entitled to recover liable for lost profits. Licensee shall cooperate fully the expenses of more than one separate counsel in all respects with Licensor any one action or series of related actions in the conduct and defense of said suit and/or proceedings related theretosame jurisdiction representing the Sponsor). (b) During the TermThe Sponsor agrees to indemnify and hold harmless ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Templeton Distributor from and against any and all losses, claims, damages and continuing after the expiration liabilities of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or termination of Templeton Distributor and expenses relating thereto arising from or related to this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: Agreement as follows: (i) Any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the prospectus of a particular series of the Trust or any breach of Licensee's covenants omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that such an untrue statement or alleged untrue statement or alleged omission was made in reliance upon and undertakings hereunderin conformity with information furnished to the Sponsor by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, including those set forth Templeton Distributor, the Fund, any other Templeton entity or affiliate or a party unrelated to the Sponsor for use in Paragraph 13 hereof; the Registration Statement or the prospectus, or any amendment or supplement thereto; (ii) any unauthorized use Any action of the Licensed Property; Sponsor in connection with consummation of the transactions contemplated by this Agreement which is illegal or which constitutes a material breach of this Agreement or of the trust indenture. If any action is brought against ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor or the Fund alleging claims described in subsections (iiii) and (ii) hereof, Templeton Galbriath or Templeton Distributor or the Fund shall promptly notify the Sponsor in writing of the institution of such action and the Sponsor shall assume the defense of such action, including the employment of counsel and payment of expenses. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund shall have the right to employ their own counsel in any use such case, but the fees and expenses of such counsel shall be at the expense of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund unless (1) the employment of such counsel shall have been authorized in writing by the Sponsor in connection with the defense of such action, or (2) the Sponsor shall not have employed counsel to have charge of the defense of such action or (3) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund shall have reasonably concluded that there are defenses available to them which are different from or additional to those available to the Sponsor (in which case the Sponsor shall not have the right to direct the defense of such action on behalf of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund), in any of which three events such fees and expenses shall be borne by the Sponsor (it being understood, however, that the Sponsor shall not be liable for the expenses of more than one separate counsel in any one action or series of related actions in the same jurisdiction representing ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund). Anything in this paragraph to the contrary notwithstanding, the Sponsor shall not be liable for any settlement of any trademark, copyright, design, patent, process, method or device, except for those uses such claim of the Licensed Property 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 Product(s) or the use thereofaction effected without its written consent. (c) With regard If the indemnification provided for in this Section 7 is unavailable to 7(bthe indemnified party under subsections a(i), a(ii) aboveor b(i) of this Section 7 in respect of any losses, Licensee agrees expenses, liabilities or claims referred to obtaintherein, at its own expensethen each party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, product liability insurance providing adequate protection for Licensor expenses, liabilities or claims (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnified party on one hand and Licensee against any the indemnifying party on the other from the offering of the Units of the Trust or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such claims or suits proportion as is appropriate to reflect not only the relative benefits referred to in amounts no less than two million dollars clause ($2,000,000i) per occurrence, combined single limits. Simultaneously above but also the relative fault of the indemnified party on one hand and of the indemnifying party on the other in connection with the execution statements or omissions that resulted in such losses, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of this Agreementthe indemnified party on the one hand and of the indemnifying party on the other shall be determined by reference to, Licensee undertakes among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to submit information supplied by the indemnified party or by the indemnifying party, and the parties' relative intent, knowledge, access to Licensor information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a fully paid policy party as a result of the losses, claims, damages and liabilities referred to above shall be deemed to include any legal or certificate of insurance naming Licensor as an additional insured other fees or expenses reasonably incurred by such party and, requiring that the insurer shall not terminate in connection with investigating or materially modify such without written notice to Licensor at least twenty (20) days in advance thereofdefending any claim or action.

Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee 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, directors, employees and representatives) and shall hold it harmless from front any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder, including without limitation those set forth in Paragraph 13 Paragraphs 2(b) and hereof; , (iiB) any unauthorized use of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark, copyright, design, patent, process, ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device, except for those uses users of the Licensed Property Materials that are specifically approved by Licensor pursuant to the terms of this Agreement; , (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 Product(s) Products or the use thereof, or (ii) by Nintendo base on a claim that Licensee or any permitted sublicensee or subcontractor does not have the right to manufacture, or have manufactured, the Licensed Products in a format compatible with the Nintendo Game System. (c) With regard to 7(b9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, product liability and advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than two million dollars ($2,000,000****) 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 as an additional insured party and, requiring and requiting that the insurer insurer(s) shall not terminate or materially modify such without written notice to Licensor at least twenty (20) days in advance thereof.