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8. Removal of Personal Property. Upon expiration of the Term or upon any
<br />earlier termination of this Agreement, Licensee shall, at Licensee's sole cost and expense,
<br />remove or cause to be removed from the Licensed Premises any and all vehicles, tools,
<br />equipment, materials and other personal property. Licensee shall not be required to
<br />remove any buildings, structures or other fixtures on the Licensed Premises, including
<br />without limitation any underground pipes and irrigation systems. If Licensee fails to
<br />remove its personal property upon expiration of the Term, Licensor may remove and
<br />dispose of such property at Licensee's sole cost and expense.
<br />9. Damages to Licensor. Licensee shall bear responsibility for any and all
<br />damages to the Licensed Premises and improvements therein caused by Licensee's use of
<br />the Licensed Premises or by any act or omission of Licensee, unless such damages are
<br />caused by the sole negligence of Licensor.
<br />10. Indemnity. To the fullest extent permitted by law, Licensee shall
<br />indemnify, defend, and hold harmless Licensor, its officers, agents, and employees
<br />(collectively, "Indemnitees"), from and against any and all claims, damages, demands,
<br />liability, costs, losses and expenses, including without limitation court costs and
<br />reasonable attorneys' fees (collectively, "Claims"), arising out of or in connection with
<br />Licensee's actions or inactions relating to Licensee's or Licensee's customers, guests,
<br />invitees, contractors, agents, or employees use of the Licensed Premises or Licensee's
<br />failure to comply with any of its obligations contained in this Agreement, except such
<br />loss or damage which was caused by the sole negligence or willful misconduct of
<br />Licensor. The provisions of this Section 10 shall survive the expiration or earlier
<br />termination of this Agreement.
<br />11. Insurance. Licensee shall procure and maintain for the duration of this
<br />Agreement Comprehensive General Liability insurance against claims for injuries or in
<br />connection with Licensee's operations on the Licensed Premises, with limits no less than
<br />$10,000,000 combined single limit per occurrence for combined single limit per
<br />occurrence for bodily injury, personal injury, and property damage. Such insurance
<br />policy may be provided by Licensee's manager of the golf course, and may cover
<br />portions of the Monarch Bay Golf Club other than the Licensed Premises. The policy
<br />shall contain, or be endorsed to contain, the following provisions:
<br />(a) Licensor, its officials, employees, and volunteers are to be covered
<br />as insureds as respects liability arising out of operations of Licensee on the Licensed
<br />Premises. The coverage shall contain no special limitations on the scope of protection
<br />afforded to Licensor, its officials, employees, or volunteers.
<br />(b) Licensee's insurance coverage shall be primary insurance as
<br />respects Licensor, its officials, employees, and volunteers. Any insurance or self-
<br />insurance maintained by Licensor, its officials, employees, or volunteers shall be excess
<br />of Licensee's insurance and shall not contribute with it.
<br />(c) Any failure to comply with reporting provisions of the policies
<br />shall not affect coverage provided to Licensor, its officials, employees, and/or volunteers.
<br />5089122.3 3
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