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<br />performance relating to this Agreement. The provisions of this Paragraph H shall survive the expiration or sooner termination of this
<br />Agreement.
<br />I. Conditions on Indemnification. The party to whom indemnification is owed (the "Indemnified Party") shall give notice to the party
<br />required to provide indemnification under this Agreement (the "Indemnifying Party") of any action or proceeding for which indemnification is
<br />sought and the Indemnifying Party (at its expense) shall assume the defense of any Claim (with counsel reasonably satisfactory to the
<br />Indemnified Party and with the Indemnified Party having the right (at its expense) to join in any such action or proceeding). The Indemnifying
<br />Party shall not consent to a settlement or entry of any judgment, award or order that (1) could affect the intellectual property rights or other
<br />business interests of the Indemnified Party or (2) does not include an unconditional release (including release under California Civil Code
<br />Section 1542 or other analogous law) from all liability with respect to such claim or litigation.
<br />1. Termination bv ABLP. Without prejudice to any other right or remedy available to ABLP at la\v or in equity and in addition to ABLP's
<br />rights under Paragraphs Land N below, ABLP may terminate this Agreement if: (1) Sponsor conducts any promotion or uses any marketing,
<br />advertising or other promotional material containing any Trademarks of ABLP or its Affiliates in a manner not expressly approved by ABLP in
<br />writing in advance; (2) Sponsor shall fail to perform any material term of this Agreement and such failure shall continue uncured for a period ten
<br />(10) days after written notice thereof from ABLP (or, if such cure cannot reasonably be accomplished within such 10.day period, Sponsor shall
<br />not in good faith have commenced such cure within such 1O.day period and shall not thereafter proceed diligently to completion); (3) Sponsor's
<br />corporate or trade name of principal line of trade or business shall no longer be the same as upon execution of this Agreement; (4) any purported
<br />assignment or transfer of Sponsor's rights or obligations hereunder shall be made or deemed to be made that is in violation of this Agreement;
<br />(5) ABLP determines that, as the result of any occurrence or change of circumstances involving Sponsor, the continued association with Sponsor
<br />as provided for hereunder would have an adverse impact on the name, image, reputation, goodwill or proprietary rights of ABLP or its
<br />Aftiliates; (6) in any single transaction or series of related transactions, Sponsor consolidates with or merges with or into any other person or
<br />transfer (by lease, assignment, sale or otherwise) all or substantially all of its properties and assets to another person or group of affiliated
<br />persons, unless such person is a wholly.owned subsidiary of Sponsor or Sponsor's parent company (a "Sponsor Affiliate") on the date hereof;
<br />and/or (7) Sponsor experiences a change of control to the effect that any person or group of persons (other than a Sponsor Aftiliate) shall have
<br />acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities exchange Act of 1934, as amended) of securities of
<br />Sponsor or any person which directly or indirectly controls Sponsor (or other securities convertible into such securities) representing 50% or
<br />more of the combined voting power of all outstanding securities of such party entitled to vote in the election of directors. Notwithstanding the
<br />foregoing, in the event that a breach of this Agreement, then ABLP shall have the right to terminate this Agreement without any notice to
<br />Sponsor or opportunity on Sponsor's part to cure such violation. If ABLP terminates this Agreement pursuant to this Paragraph J or Paragraph
<br />L below, then ABLP shall, without prejudice to any other right or remedy available to it, be entitled to retain any and all sums paid by Sponsor
<br />hereunder.
<br />K. Termination bv Soonsor. Without prejudice to any other right or remedy available to Sponsor at law or in equity and in addition to
<br />Sponsor's rights under Paragraph L below, Sponsor may terminate this Agreement if ABLP shall fail to perform any material agreement, term,
<br />covenant or condition to be performed by ABLP pursuant to this Agreement and such material failure shall continue uncured for a period of
<br />thirty (30) days after written notice thereof from Sponsor (or, if such cure cannot reasonably be accomplished within such 30.day period, ABLP
<br />shall not in good faith have commenced such cure within such 30.day period and shall not thereafter proceed diligently to completion). If
<br />Sponsor terminates this Agreement pursuant to this Paragraph K or Paragraph L below, then Sponsor shall, without prejudice to any other right
<br />or remedy available to it, be entitled to a reimbursement from ABLP of the unearned portion of any annual License Fee paid by Sponsor to
<br />ABLP for the year in which such termination occurs (prorated as of the effective date of termination).
<br />L. Other Termination Grounds. Without prejudice to any other right or remedy available to either party at law or in equity and in addition to
<br />the provisions of Paragraphs J and K above and Paragraph N below, this Agreement may be terminated by either party if the other party, or any
<br />parent of such other party, shall: (I) have an order for relief entered with respect to it, commence a voluntary case or have an involuntary case
<br />filed against it under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (and such order or case is not stayed,
<br />withdrawn or settled within 60 days thereafter) (it is the intent of the parties hereto that the provisions of Section 365(e)(2)(A) of Title 11 of the
<br />United States Code, as amended, or any successor statute thereto, be applicable to this Agreement); (2) file for reorganization, become insolvent
<br />or have a receiver or other officer having similar po\vers over it appointed for its affairs in any court of competent jurisdiction, whether or not
<br />with its consent (unless dismissed, bonded or discharged within 60 days thereafter); and/or (3) admit in writing its inability to pay its debts as
<br />such debts become due.
<br />M. Confidentialitv. Except as otherwise required by law or the regulations of any securities exchange, ABLP and Sponsor agree not to
<br />disclose "Confidential Information" (as hereinafter defined) to any third party other than to their respective directors, officers, employees,
<br />partners and agents (and directors, officers, employees, partners and agents of their respective Affiliates) and advisors (induding legal, financial
<br />and accounting advisors) (collectively, "Representatives"), as needed. "ConfLdential Information" shall include all non-public, confidential or
<br />proprietary information that ABLP or its Representatives make available to Sponsor or its Representatives or that Sponsor or its Representatives
<br />make available to ABLP or its Representatives in connection with this Agreement, induding, but not be limited to, the specific terms and
<br />conditions of this Agreement as well as information related to the past, present and future plans, ideas, business, strategies, sales figures or
<br />projections, marketing programs and other non.public information relating to either party. The provisions of this Paragraph M will survive the
<br />expiration or sooner termination of this Agreement for a period of three (3) years.
<br />N. Subservience to MLB. Notwithstanding any other provisions of this Agreement:
<br />1. This Agreement and the rights, exclusivities and protections granted by ABLP to Sponsor hereunder shall, at the request of the Office of
<br />the Commissioner of Baseball, be subject to its review and prior written approval, and shall in all respects be subordinate to, and shall not
<br />prevent the issuance, entering into, or amendment of, any of the following, each as may be issued, entered into or amended from time to time
<br />(collectively, the "MLB Documents"): (i) any present or future agreements or arrangements regarding the telecast, broadcast, recording (audio
<br />or visual), or other transmission or retransmission (including, but not limited to, transmission via the Internet or any other medium of interactive
<br />communication, now known or hereafter developed) of Major League Baseball games, and/or the accounts and descriptions thereof, entered into
<br />with third parties by any of the Office of the Commissioner of Baseball, the American and National Leagues of Professional Baseball Clubs,
<br />Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc., Major League Baseball Properties Canada Inc., Baseball
<br />Television, Inc., MLB Advanced Media, L.P., MLB Advanced Media, Inc. ("MLBAM"), MLB Media Holdings, Inc., MLB Media Holdings,
<br />L.P., MLB Online Services, Inc., and/or any of their respective present or future affiliates, assigns or successors (collectively, the "MLB
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