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<br />4.13 Indemnity. Licensee agrees that it will indemnify Licensor and hold hannless Licensor
<br />and the Subject Property from and against any and all claims, demands, actions, suits, judgments, losses,
<br />damages, costs or expenses incurred as a result of personal injury, property damage, civil penalties, fines
<br />or cleanup costs, including settlement costs and attorneys' fees, proximately caused in whole or in part by
<br />the acts or omissions of Licensee, Consultant, or its or their authorized contractors, employees and agents
<br />in conducting its activities under this Agreement, except to the extent such personal injury, property
<br />damage, civil penalties, fines or cleanup costs are proximately caused by the act or omission of Licensor,
<br />its agents, employees or representatives. Notwithstanding anything to the contrary in this Section 4.13,
<br />nothing in this Agreement shall constitute or be construed as (i) imposing on Licensee or Licensor any
<br />liability for the HVOC contamination beneath the Subject Property and/or the clean up of the HVOC
<br />contamination beneath the Subject Property, or (ii) any waiver of any claim, cause of action, or demand
<br />in law or equity that Licensee or Licensor may have under any statute or rule of law for the HVOC
<br />contamination beneath the Subject Property.
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<br />4.14 Data. Licensee, at its cost, shall provide to Licensor a copy of laboratory reports, with
<br />sampling data identified as to the location from which it was taken, relating to the Testing within ten (10)
<br />days after receipt by Licensee. Licensee has commenced litigation with a third party regarding the
<br />subject matter of this Agreement and has taken or may take the steps to provide that the text of the
<br />reports relating to the Testing ("Reports"), not including the laboratory reports and sampling data, are or
<br />will be protected by the attorney work product doctrine ("Doctrine"). Accordingly, Licensee, at its cost,
<br />shall send to Licensor a copy of each Report (including a copy of the applicable laboratory reports)
<br />relating to the Testing on the earliest to occur of the following dates (i) if the Report is protected by the
<br />Doctrine, the date, if any, on which the Report is sent to the RWQCB or any other third party, or (ii) if
<br />the Report is protected by the Doctrine and not sent to the RWQCB or any other third party, such that it
<br />is no longer privileged, the date that is thirty (30) days after the date on which the Doctrine is no longer
<br />applicable to the Report, or (iii) if the Report is not protected by the Doctrine, the date that is thirty (30)
<br />days after the date of receipt of the Report by Licensee.
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<br />4.15 Insurance. Licensee shall cause Consultant and each contractor and consultant
<br />employed by Consultant in connection with this Agreement to carry commercial general liability
<br />insurance, including coverage for contractual liability, covering its contractual indemnification
<br />obligations under this Agreement. The limits of liability of such insurance shall be not less than Two
<br />Million Dollars ($2,000,000.00) combined single limit coverage for injury to person, loss of life and
<br />damage to property arising out of any single occurrence. All insurance to be provided by Licensee or
<br />Consultant pursuant to this Agreement shall be carried with a company, or companies, qualified to do
<br />business in the state of California and having a general policy holder's rating of not less than A- and a
<br />financial rating of VII or better as rated in the most current available "Best's Key Rating Guide" and shall
<br />provide that payment for any losses covered thereunder shall be made to Licensor and Licensee as their
<br />respective interests may appear. Licensee shall furnish, or shall cause Consultant to furnish, Licensor
<br />with certificates evidencing the insurance required under this Agreement and thereafter during the term
<br />hereof shall furnish Licensor with certificates evidencing extension or replacement insurance. Such
<br />policies of insurance and certificates provided by Licensee or Consultant shall provide (i) that Licensor is
<br />named as an additional insured, (ii) that such insurance is primary and non-contributory with any
<br />insurance maintained by Licensor, (iii) that Licensor shall receive at least thirty (30) days' \Hitten notice
<br />before any insurance evidenced by such policy or certificate is reduced or terminated and (iv) that the
<br />liability insurance policy shall apply separately to each insured party.
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<br />4.16 Notices. Except as provided in Section 4.3, any notice provided for herein or otherwise
<br />required shall be given by registered mail or certified United States mail, postage prepaid, addressed, to
<br />the respective addresses of the Parties as set forth in Section 1.2 of this Agreement. The person and the
<br />place to which notices are to be mailed may be changed by either party by notice to the other Party.
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<br />5400 SEQ. STA EX 2 PAGE 4 \Lw 12,2003
<br />PDA FACILITY No. 5400 RED\\'OOD CiTY, CA
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