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monitoring well as may be required in accordance with applicable law. S. Indemnities. Shell agrees to indemnify,defend and hold Licensor, and its officers, directors, shareholders,employees, agents, insurers,representatives, successors, and assigns (collectively refened to as "Indemnified Party")harmless from any and all liabilities, losses,claims,demands, or orders arising out of the Investigation Shell performs pursuant to this Agreement, except to the extent that any said liabilities,losses,claims, demands,or orders may be attributed in whole or substantially in part to the active negligence,gross negligence or intentional misconduct of the Indemnified Party. Shell's indemnification obligation shall not include direct or indirect economic loss attributable to short term business interruptions as a result of Shell's activities on the Property. This indemnity shall terminate at the time the Investigation is complete as set forth in paragraph 3 of this Agreement and be of no further force or effect. Shell agrees to indemnify and hold harmless Licensor from and against any and all claims,costs,expenses(including reasonable attorneys' fees), demands, fines,causes of action,losses,damages,judgments or liabilities which may be made or asserted by any third party(including a governmental agency)on account of personal injury,death,or property damage caused by, arising out of,or in any way incidental to the presence of petroleum hydrocarbons on the Property; provided that such presence of petroleum hydrocarbons was proximately caused by the USTs. 9. Assignment and Reimbursement from Trust Funds. Licensor agrees to cooperate with Shell,including execution of additional documents, if necessary,in obtaining any allowable reimbursement Shell may be entitled to from a state and federal fund established by the state or federal government to fund or reimburse cleanups, assessments,remediations,or satisfaction of claims at UST sites and that any moneys obtained from said fund shall belong solely to Shell. 10. Dispute Resolution. The Parties agree that should any dispute arise under this Agreement which cannot be amicably resolved,the dispute shall be submitted to mediation prior to being submitted to Arbitration under the rules, and procedures of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s)maybe entered in any court having jurisdiction thereof. Any mediator or arbitrator selected by the parties shall be knowledgeable in environmental law and/or remediation technologies. 11. Execution of A neement. Each of the undersigned hereby represents and warrants that it is authorized to execute this Agreement on behalf of the respective Party to the Agreement and that this Agreement, when executed by those Parties, shall become a valid and binding obligation, enforceable in accordance with its terns. 3