{- Filming Location Agreement (Hotel) (07 12 13).doc; 1} LOCATION RELEASE AND INDEMNIFICATION AGREEMENT 49412.6

THE WALDORF ASTORIA NEW YORK

FILMING LOCATION AGREEMENT

This Filming Location Agreement (“Location

Agreement”) is between Waldorf Astoria New York (the

“Hotel”) and Woodridge Productions, Inc. a New York

Production(the “Producer”), for the right to enter the Hotel’s

property located at 301, Park Avenue, New York, NY, 10022

(the “Premises”) and to set up and take still and/or moving pictures, images, photographs, films, audio/visual recordings

or videotape recordings (collectively “Pictures and

Recordings”) at various locations in the Premises agreed by Hotel (as more generally described below in the section entitled “Filming Schedule”), and pursuant to the terms and

conditions of this Location Agreement (the “Agreement”), Producer agrees to indemnify and hold harmless Hilton

Worldwide, Inc. (“Hilton”), the Hotel, and each of their respective its parents, affiliates, subsidiaries, directors, officers, partners, employees and agents (hereinafter

collectively “Hilton Indemnitees”) from and against any and all claims, debts, damages, losses, expenses, and obligations of any kind or nature, including reasonable attorney’s fees

(hereinafter collectively “Claims”) of any third person(s) to the extent arising or alleged to arise out of personal injuries, death or property damage resulting from the negligence or misconduct of Producer or its employees, agents or contractors. If any proceeding is brought against the Hilton Indemnitee(s), Producer, upon written request from the Hilton Indemnitee(s), will defend the Claim at the Producer’s expense, and the Producer will pay any sums due under any judgment against the Hilton Indemnitee(s).

The Filming Schedule will occur as follows:

Date(s):

4/7/2014 03:00pm- 4/9/2014 12:00pm

Any changes to the Filming Schedule must be approved by Hotel in writing. Subject to the terms of this Agreement and the Hotel’s security policies and rules, the Producer will be allowed access to the spaces within the Premises as follows:

37th

Floor of The Towers of Waldorf Astoria

(the “Event Space”) for purposes of taking the Pictures and Recordings.

Producer will pay Hotel the amount of $28,470.00 (and

applicable taxes) for use of the Event Space.

The Producer agrees to obtain all necessary release forms from persons whose name, voice or likeness is used in such Pictures and Recordings, and Producer releases Hilton Indemnitees from any privacy, defamation or other third party claims arising out of Producer’s sale, publication, distribution, display or exhibition of any such Pictures and Recordings.

Producer may place all necessary facilities and equipment, including temporary sets, in the Event Space and agrees to remove same at the completion of filming.

THIS IS NOT A LICENSE AGREEMENT. Unless approved in a License Agreement - Right to Use Hilton Marks

attached as an Exhibit A hereto and made a part hereof, the Producer agrees that it shall not take, sell, publish, distribute, display or otherwise exhibit any Pictures or Recordings in which the words or logos of “Hilton Worldwide, Inc.”, “Hilton”, “Doubletree”, “Conrad”, “Embassy Suites Hotels”, “Hampton Inn”, “Hampton Inn & Suites”, “Homewood Suites by Hilton”,

“Home2 Suites by Hilton”, “Waldorf=Astoria”, “Waldorf=Astoria Collection”, or any combination or derivation thereof or any other word or logo of any restaurant, spa or other outlet on or adjacent to the Premises which bear a mark owned or

controlled by Hilton (the “Hilton Mark(s)”) appears without the prior written consent of Hilton.. Further, the Producer agrees that any Pictures or Recordings taken without such consent shall immediately be delivered to, and shall become the property of, the Hilton.

In the event Producer violates this Agreement, the Hotel and/or Hilton will have the right to pursue all damages and remedies at law and Producer agrees that damages may not be sufficient to remedy the violation and in such case the Hotel and/or Hilton will have the right to temporary and permanent injunctive relief.

Except with respect to the Hilton Marks as expressly provided for in the preceding paragraph, all rights of every kind and nature in and to the Pictures and Recordings shall be solely and exclusively owned by the Producer. Producer, and their successors, assigns and licensees shall have the right to use and exploit the Pictures and Recordings for any and all purpose(s) including but not limited to Producer’s promotional, commercial media uses throughout the Universe, television programming services and related social media platforms via the internet; in any media and by any means (the

“Production”) and/or any other motion picture, television production and the distribution, broadcast, exploitation, advertising, publicity and/or promotion thereof.

The Producer shall not be obligated to: use the Pictures and Recordings, exercise any of the rights granted, produce the Production, nor make any references to the Premises.

Producer represents and warrants that (i) it has and will comply with all rules and regulations, (ii) it has obtained and will maintain continuously throughout the term of this Agreement, or during any period work is performed relating to this Agreement, all necessary licenses and permits required by applicable governmental jurisdictions in order for the Producer to take Pictures and Recordings on the Premise. Producer agrees that it is Producer’s sole responsibility to be aware of any licensing or permitting requirement and all applicable rules and regulations.

Required Insurance. At Producer’s sole expense, Producer shall maintain insurance coverage of the following types continuously throughout the term of this Agreement or during any period work is performed relating to this Agreement:

(1) Worker’s Compensation per applicable laws and Employer’s Liability insurance with a limit of $1,000,000 each accident for bodily injury, $1,000,000 each employee for bodily injury by disease, and $1,000,000 policy limit for disease.

(2) Commercial General Liability (CGL) insurance on an occurrence form with a limit of $2,000,000 each occurrence covering liability arising from independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. Hotel, Hilton and each of such entities’ owners, subsidiaries and affiliates now or hereafter existing shall be included as additional insureds under the CGL on form CG 20-10 or equivalent. This insurance shall apply as primary with

{- Filming Location Agreement (Hotel) (07 12 13).doc; 1} LOCATION RELEASE AND INDEMNIFICATION AGREEMENT

respect to any other insurance or self-insurance available to Hotel.

(3) If Producer’s scope of work under this Agreement requires or involves the ownership, maintenance or use of an auto, Producer shall carry Commercial Auto Insurance with a limit of insurance no less than $1,000,000 each accident covering “any auto” whether owned, scheduled, leased, hired or other.

Producer may, at its option, purchase insurance to cover its personal property. In no event will Hotel be liable for any damage to or loss of personal property sustained by Producer, whether or not it is insured, such loss is caused by the negligence of Hotel, its employees, officers, directors, or agents.

Producer waives on behalf of itself and its insurers all rights against Hotel and its agents, officers, directors, and employees for recovery of damages to the extent these damages are covered by its insurance regardless of any deductibles. Insurance companies affording the coverage required above shall have an AM Best Rating of no less than A-VII. Failure to maintain the required insurance may result in termination of this Agreement at Hotel’s option. By requiring this insurance, Hotel does not represent that coverage and limits will be adequate to protect Producer. These requirements will not be construed in any manner to relieve or limit Producer’s indemnification obligations for any Claims.

Prior to the earlier of the execution of this Agreement or commencement of any activity at the Premises, Producer will furnish Hotel with evidence of compliance with the insurance requirements. Thirty (30) days’ written notice to Hotel prior to cancellation or material change is required. The words “endeavor to” and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives” shall be deleted from a certificate’s cancellation provision, if applicable. Producer will provide evidence of insurance coverage required within ten (10) days of Hotel’s written request.

Evidence of insurance will be delivered to the Hotel, with a copy sent to Hilton Worldwide, Inc., Attn: Risk Management, 7930 Jones Branch Drive, McLean, VA 22102, Risk_Management@hilton.com, 703.288.1210 (FAX).

The Producer acknowledges that the Hilton Indemnitees do not maintain insurance covering the Producer, its employees or its personal property.

The Producer will leave the Premises in the same condition as existed immediately prior to the Producer’s use. Hotel shall accompany the Producer on an inspection of the Premises prior to and immediately following the Producer’s use of the Premises. Hotel must give the Producer written notice following such inspection of any damages to the Premises arising out of the Producer’s use.

The Producer may assign this Agreement, or any of its rights hereunder, to any person, firm or corporation, including without limitation, to the distributor of the Production. This Location Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.

THIS LOCATION AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

This Agreement supersedes all prior negotiations, understandings and agreements between the parties, and all parties agree that no representations or promises are made other than what is specifically stated in this Agreement. This Agreement cannot be canceled, altered, modified, amended, or waived, in part or in full, in any way except by an instrument in writing signed by each of the parties hereto.

This Agreement constitutes the entire agreement of the parties regarding the use of the Premises for taking Pictures and Recordings on the date hereof and supersede any and all prior agreements with respect thereto, whether oral or written. This Agreement may be executed and delivered via electronic facsimile transmission with the same force and effect as if it were executed and delivered by the parties simultaneously in the presence of one another.

IN WITNESS WHEREOF, each of the undersigned expressly agrees and warrants that they are authorized to sign and enter into this Agreement on behalf of their respective corporations.

DATE: ____________________________________.

PRODUCER:

NBC Universal/Woodridge Productions, Inc.

By: (sign above)

Print Name: _______________________________

Title as Authorized Representative of Producer: ___

________________________________________

HOTEL:

HLT NY Waldorf LLC d/b/a Waldorf-Astoria New York By: Waldorf-Astoria Management LLC, its Managing Agent By: _____________________________________________ Name: Eric Long Title: General Manager and Authorized Representative of

Managing Agent

No Exhibit A attached - Right to Use and Release

Agreement