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<br />5. Insurance. As a condition to the commencement of the Term, and before
<br />Lessee may use the Premises in any manner, Lessee shall deliver to Lessor certificates or other
<br />written confirmation satisfactory to Lessor showing that Lessee has in effect a comprehensive
<br />general public liability insurance policy including, but not limited to, owned and non-owned
<br />vehicle liability, personal injury, blanket contractual, broad form property damage liability
<br />coverage covering any and all liability of Lessee with respect to or arising out of any Lessee's
<br />use of the Premises under this Lease with limits of not less than One Million Dollars
<br />($1,000,000) per occurrence for bodily injury, personal injury and property damage liability, and
<br />(ii) Lessor has been named as an additional insured on such insurance policies (except with
<br />respect to the workers' compensation policy). Lessee agrees that Lessee's use of the Premises
<br />shall occur at Lessee's sole risk and without unreasonable interference with Lessor's operations
<br />on the remainder of the Premises. Lessee agrees to keep the Premises free and clear of any liens
<br />resulting from Lessee's use of the Premises.
<br />
<br />6. Indemnification. Lessee agrees to and does hereby indemnify and hold
<br />harmless Lessor, and Lessor's partners, officers, directors, agents, representatives and
<br />employees, from every claim or demand made, and every liability, loss, damage, or expense of
<br />any nature whatsoever arising out of or encountered in connection with this Lease and Lessee
<br />use of the Premises. The coverage of the foregoing indemnification shall include, without
<br />limitation, attorneys' fees and court costs incurred by Lessor with regard thereto.
<br />
<br />California.
<br />
<br />7. Governing Law. This Lease shall be governed by the laws of the State of
<br />
<br />8. Entire Agreement. This Lease and its exhibits constitute the entire agreement
<br />between the parties hereto pertaining to the subject matter hereof, and the final, complete and
<br />exclusive expression of the terms and conditions thereof. Prior agreements, representations,
<br />negotiations, and understandings of the parties hereto, oral or written, express or implied, are
<br />hereby superseded and merged herein.
<br />
<br />9. Modification. This Lease may not be modified in any respect or rescinded, in
<br />whole or in part, except by an instrument in writing, duly executed by both parties, their
<br />successors or assigns.
<br />
<br />10. Severabilitv. If any term, covenant, condition or provision of this Lease, or
<br />the application thereof to any person or circumstance, shall to any extent be held by a court of
<br />competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,
<br />covenants, conditions or provisions of this Lease, or the application thereof to any person or
<br />circumstance, shall remain in full force and effect and shall in no way be affected, impaired or
<br />invalidated thereby.
<br />
<br />11. Construction. The rule of strict construction does not apply to this Lease. The
<br />language of this Lease shall be construed simply, according to its fair meaning, so that the
<br />intention of the parties is carried out.
<br />
<br />Schedule 1
<br />
<br />40836735.16
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