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REV: 02-05-25 LR
<br />Licensee fails to cure such default within the Cure Period, then Licensor shall have the right (but
<br />not the obligation) to carry out such cure without notice to Licensee. Notwithstanding the
<br />foregoing, if Licensor in good faith determines that an emergency is occurring or has occurred,
<br />such that the default requires an immediate cure, then no prior notice and Cure Period shall apply
<br />and Licensor shall have the right (but not the obligation) to cure the default. Licensee shall, upon
<br />demand, reimburse Licensor any sum expended by Licensor pursuant to this Section, as well as
<br />Licensor’s out-of-pocket expenses in doing so, together with any penalties paid by Licensor arising
<br />from such default.
<br />6. Indemnification. Licensee covenants and agrees that it shall compensate, indemnify
<br />and hold the Licensor and the Licensor Group harmless from and against any and all Claims to the
<br />extent arising from the exercise by Licensee or the Licensee Group of the License Rights. In
<br />addition, upon Licensor’s notification to Licensee of any Claim made against Licensor for which
<br />Licensee is obligated to indemnify the Licensor Group pursuant to this Agreement, Licensee shall
<br />undertake to defend (with counsel satisfactory to Licensor) Licensor and the Licensor Group from
<br />such Claim. If Licensee shall fail to discharge or undertake to defend against such Claim, upon
<br />receipt of written notice from Licensor of such failure, Licensee shall have ten (10) days (the
<br />“Defense Cure Period”) to cure such failure by prosecuting such a defense. If Licensee fails to do
<br />so within the Defense Cure Period, then Licensor may settle the same and Licensee’s liability to
<br />Licensor shall be conclusively established by such settlement, the amount of such liability to
<br />include both the settlement consideration and the costs and expenses (including attorneys’ fees,
<br />regardless of whether the applicable demand, claim, action, cause of action or suit is voluntarily
<br />withdrawn or dismissed) incurred by Licensor in effecting such settlement.
<br />7. Insurance. Licensee shall, at its sole cost and expense, obtain and maintain (and
<br />shall cause the Licensee Group to obtain and maintain) during the Term of this Agreement with
<br />insurers financially acceptable and lawfully authorized to do business in the applicable jurisdiction
<br />(a) commercial general liability insurance on a broad-based occurrence coverage form, in an
<br />amount of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence,
<br />with coverages including, but not limited to, liability for bodily injury (including death) and
<br />property damage (including loss of use resulting therefrom), Two Million Dollars ($2,000,000)
<br />per offense, personal and advertising injury liability; Two Million Dollars ($2,000,000) products
<br />and completed operations policy aggregate and Two Million Dollars ($2,000,000) policy general
<br />aggregate, (b) commercial automobile liability insurance covering liability arising from the use or
<br />operation of any auto on behalf of Licensee or invited by Licensee (including those owned, hired,
<br />rented, leased, borrowed, scheduled or non-owned), with coverage on a broad-based occurrence
<br />form in an amount not less than $2,000,000 combined single limit per accident for bodily injury
<br />and property damage, and coverage applying to all vehicles and persons, whether accessing the
<br />property with active or passive consent, and (c) workers’ compensation insurance in compliance
<br />with all applicable laws, or as may be available on a voluntary basis, and employer’s liability of at
<br />least $1,000,000 for bodily injury by accident for each employee, $1,000,000 for bodily injury by
<br />disease for each employee, and $1,000,000 for bodily injury by disease for policy limit. With
<br />respect to workers’ compensation insurance only, to the extent permitted by Applicable Law,
<br />Licensee and each of its insurers shall (and Licensee shall cause the members of the Licensee
<br />Group and their insurers to) waive their rights of subrogation as respects any claims covered, or
<br />which should have been covered, by valid and collectible workers’ compensation insurance,
<br />including any deductibles or self-insurance maintained thereunder. Such waiver shall apply to any
<br />ATTY/AGR.2025.012/BMR-Bay LP (700, 720, and 740 Bay Road) (Page 4 of 16)
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