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SITE NAME SP 10195
<br /> • SITE SOMME' CA.5959511A
<br /> Licensee acknowledges that the releases contained herein include all known and unknown,
<br /> disclosed and undisclosed, and anticipated and unanticipated claims. Licensee realizes and acknowledges that it has
<br /> agreed upon this License in light of this realization and, being fully aware of this situation, it nevertheless intends to
<br /> waive the benefit of Civil Code Section 1542, or any statute or other similar law now or later in effect. The releases
<br /> contained herein shall survive any termination of this License.
<br /> 12.3 Licensee shall indemnify, defend and hold harmless Licensor, its directors. officers, agents,
<br /> employees and contractors (collectively, "Indemnitees "), and each of them, from and against any and all demands,
<br /> claims, legal or administrative proceedings, losses, costs, penalties, fines, liens, judgments, damages and liabilities of
<br /> any kind (collectively, "Losses "), arising in any manner out of (a) any injury to or death of any person or damage to
<br /> or destruction of any property occurring in, on or about the Premises, or any part thereof, during the term of this
<br /> License whether the person or property of Licensee, its officers, agents, employees, contractors or subcontractors
<br /> (collectively, "Agents "), its invitees, guests or business visitors (collectively, "Invitees "), or third persons, relating in
<br /> any manner to any use or activity under this License, (b) any faildre by Licensee during the term of this License to
<br /> faithfully observe or perform any of the terms, covenants or conditions of this License, (c) the use of the Premises or
<br /> any activities conducted thereon by Licensee, its Agents or Invitees during the term of this License, or (d) any release
<br /> or discharge, or threatened release or discharge, of any Hazardous Material caused or allowed by Licensee, its
<br /> Agents or Invitees during the term of this License, on, in, under or about the Premises, any improvements permitted
<br /> thereon, or into the environment; except solely to the extent of Losses resulting from the Licensor's breach of this
<br /> Agreement or the negligence or willful misconduct of an Indemnitee, or any of their agents or authorized
<br /> representatives. The foregoing indemnity shall include, without Limitation, reasonable attorneys' and consultants'
<br /> fees, investigation and remediation costs and all other reasonable costs and expenses incurred by the indemnified
<br /> parties, including, without limitation, damages for decrease in the value of the Premises and claims for damages or
<br /> decreases in the value of adjoining property. Licensee specifically acknowledges and agrees that it has an immediate
<br /> and independent obligation to defend Licensor from any claim which actually or potentially falls within this
<br /> indemnity provision even if such allegation is or may be groundless, fraudulent or false, which obligation arises at
<br /> the time such claim is tendered to Licensee by Licensor and continues at all times thereafter. Licensee's obligations
<br /> under this Section shall survive the expiration or other termination of this License.
<br /> 13. Assignment. Licensee may not assign, or otherwise transfer all or any part of its interest in
<br /> this Agreement or in the Premises without the prior written consent of Licensor; provided, however, that Licensee
<br /> may assign its interest to its parent company, any subsidiary or affiliate of it or its parent company or to any
<br /> successor -in- interest or entity acquiring fifty-one percent (51 %) or more of its stock or assets without consent. Upon
<br /> assignment, Licensee shall be relieved of all future performance, liabilities, and obligations under this Agreement,
<br /> provided that the assignee assumes all of Licensee's obligations herein.
<br /> I4. Title and Quiet Enjoyment.
<br /> 14.1 Licensor represents and warrants that (i) it has full right, power, and authority to execute
<br /> this Agreement, (ii) Licensee may peacefully and quietly enjoy the Premises and such access thereto, provided that
<br /> Licensee is not in default hereunder after notice and expiration of all cure periods, (iii) it has obtained all necessary
<br /> approvals and consents, and has taken all necessary action to enable Licensor to enter into this Agreement and allow
<br /> Licensee to install and operate the Facility on the Premises, including without limitation, approvals and consents as
<br /> may be necessary from other Licensees, licensees and occupants of Licensor's Property, and (iv) the Property and
<br /> access rights are free and clear of all liens, encumbrances and restrictions except those of record as of the Effective
<br /> Date.
<br /> 14.2 Licensee has the right to obtain a title report or commitment for a leasehold title policy
<br /> from a title insurance company of its choice. If, in the opinion of Licensee, such title report shows any defects of
<br /> title or any liens or encumbrances which may adversely affect Licensee's use of the Premises, Licensee shall have the
<br /> right to terminate this Agreement immediately upon written notice to Licensor.
<br /> 15. Environmental. As of the Effective Date of this Agreement: (1) Licensee hereby represents and
<br /> warrants that it shall not use, generate, handle, store or dispose of any Hazardous Material in, on, under, upon or
<br /> affecting the Property in violation of any applicable law or regulation, and (2) Licensor hereby represents and
<br /> warrants that (i) it has no knowledge of the presence of any Hazardous Material located in, on, under, upon or
<br /> affecting the Property in violation of any applicable law or regulation; (ii) no notice has been received by or on
<br /> behalf of Licensor from any governmental entity or any person or entity claiming any violation of any applicable
<br /> Ckan.i, Con-"aka row ABaocm - 5 - v,5.u-06
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