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c. The following requirements apply to the insurance to be provided by Licensee pursuant
<br />to this section:
<br />i, Licensee shall :maintain all insurance required above in ffi11 force and effect for
<br />the entire period covered by this Agreement;
<br />ii. Certificates of insurance and additional insured endorsements shall be
<br />furnished to the Licensor upon execution of this Agreement and shall be approved
<br />in form by the Licensor Legal Counsel; and,
<br />iii. Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty
<br />(30) days prior written notice to the Licensor.
<br />d. If Licensee fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to furnish the Licensor with required proof that insurance
<br />has been procured and is in force and paid for, the Licensor shall have the right, at its
<br />election, to forthwith terminate this Agreement.
<br />4. Indemnification
<br />Licensee agrees to and shall indemnify and hold harmless the Licensor, its officers, agents, employees,
<br />consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />death, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Licensee or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the use of the Property; and (2) from any claim that personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising
<br />from this Agreement. This indemnity and hold hanniess agreement applies to all claims for damages,
<br />just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by
<br />reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this
<br />Agreement. The Licensee further agrees to indemnify, hold harmless, and pay all costs for the defense
<br />of the Licensor, including fees and costs for special counsel to be selected by the Licensor, regarding
<br />any action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. Licensor may make all
<br />reasonable decisions with respect to its representation, in any legal proceeding.
<br />5. Choice of Law
<br />This Agreement is to be governed by, and construed in accordance with, the laws of the State of
<br />California. Venue shall be in the County of Orange.
<br />6. Remedies
<br />Either party shall, in addition to all other rights provided herein or as may be provided by law,
<br />be entitled to the remedies of specific performance and injunction to enforce its rights hereunder,
<br />except to the extent expressly provided to the contrary in this Agreement, All rights and remedies
<br />
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