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INDEMNIFICATION CONTRIBUTION AGREEMENT

This INDEMNIFICATION CONTRIBUTION AGREEMENT (this "Agreement"), dated as of December 07 , 2011, is made by and among Forty Niners Stadium, LLC, a Delaware limited liability company (the "Company"), Stadium Funding Trust, a Delaware statutory trust (the "Borrower"), and Santa Clara Stadium Authority, a California joint powers agency (the "Authority" and, together with the Borrower and the Company, the "Parties").

RECITALS

A. The Parties are parties to:

The Commitment Letter and the ROFO Engagement Letter are referred to collectively herein as the "Applicable Agreements". Capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided in the Applicable Agreements.

B. Each of the Applicable Agreements provides for a joint and several indemnity obligation of the Parties, and the Parties desire to have any and all indemnity claims brought against any Party under any of the Applicable Agreements treated in the manner hereinafter set forth.

AGREEMENT

NOW, THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:

[Signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

STADIUM FUNDING TRUST
By: Wilmington Trust, National Association,
not in its individual capacity but solely as
Owner Trustee

By: { signature }
Name: Jacqueline E. Salone
Its: Banking Officer

Address for Notices:
Stadium Funding Trust
c/o Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

FORTY NINERS STADIUM, LLC
By: { signature }
Name: Larry MacNeil
Its: CFO
Address for Notices:
Forty Niners Stadium, LLC
4949 Centennial Blvd.
Santa Clara, California 95054
Attention: Chief Financial Officer

SANTA CLARA STADIUM AUTHORITY

By: { signature }
Name: Jennifer Sparacino
Its: Executive Director
Address for Notices:
Santa Clara Stadium Authority
1500 Warburton Avenue
Santa Clara, California 95050
Attention: Executive Director
APPROVED AS TO FORM:
{ signature }
RICHARD E. NOSKY, JR.
STADIUM AUTHORITY COUNSEL
Address for Notices:
Santa Clara Stadium Authority
1500 Warburton Avenue
Attention: Executive Director ATTEST:
{ signature }
Secretary 12/20/11 { handwritten date }

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