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9. LNPEMNI'fY.Prospective Buyers shall defend,indemnify and hold Owner harmless from
<br /> and against any cost, loss, liability, damage, injury, claim, suit, action or expense
<br /> (including, without limitation, reasonable attorneys', experts', consultants' and
<br /> laboratories' fees) caused directly by: (i) the negligence or willful misconduct of
<br /> P(kKpective Buyers or any of their Agents in performing the Access Activities or(ii) any
<br /> material breach by Prospective Buyers or any of their Agents of this Agreement.
<br /> Prospective Buyers shall not pernlit or allow any mechanic's or materialman's lien of any
<br /> kind rctatod to the Access Activities to be placed upon or enforced against the Property and
<br /> shall indemnity Owner against same, which obligation shall survive the expiration or
<br /> earlier termination of this Agreement. Notwithstanding the foregoing,Prospective Buyers
<br /> shall not be required to defend, indemnify or hold harmless Owner front and against any
<br /> such cost, loss, liability,damage,injury,claim, suit,action or expense to the extent arising
<br /> frorn tlre negligence of Owner,or any of its partners, members,affiliates,representatives,
<br /> employees, contractors, tenants or hwitCCs,or to the extent arising tram the discovery by
<br /> Prospective Buyers or their Agent of environmental conditions existing prior to the Access
<br /> Activities at,on or under the Property.
<br /> 1 o. SUCgE-SQ&R ANl7_AS5;ONS. This Agreement shalt be binding on and enforceable
<br /> against the successors and assigns of the Parties hereto.
<br /> 1 l. !�ESLGNjvjj N_ I_&ND U ,LEQ TIQN.`this Agrecrnent ntay not be assigned in whole or
<br /> in part by Prospective Ruyers without the,prior written consent of Owuer, Any atternp(ed
<br /> assignment of this Agreement without the prior written consent ofOwncr shall be null and
<br /> void.
<br /> 12. ELYERABILIT . Each provision hereof or sub-part shall be deemed independent and
<br /> sevarahlt:,and the invalidity or partial invalidity or unenforceability of any one provision
<br /> or portion thereof shall not affect the validity or enforceabi lily of any other provision
<br /> hereof.
<br /> 13, GOVERNING_I,A.W�NC�_VENI 1E.The laws of the State of California shall govern the
<br /> interpretation and performance of this Agreement, without recourse to any principles of
<br /> law goveming the conflicts of law that might otherwise be applicable.
<br /> I
<br /> 14, NOTICES-Noticcs under this Agreement shall be deemed received if sent to the addresses
<br /> specified below or at such other address its may he destgmted frorn little trt liMe by[Owner
<br /> or Prospective Buyers by (i)personal delivery, (6) Uniled Stales mail, registcrcd nr
<br /> certified, or express mail, postage prepaid, returtl receipt rcqucsiul, 010 F vdF?x Or other
<br /> nationally recognized overnight courier service that provides receipled delivery service.
<br /> delivery charges prepaid,return receipt requested,or(iv) Entail;provided,however, if any
<br /> such notice is sent by entail than such notifying party sliall also send notice pursuant to
<br /> Subsection(iii)hereunder on the same day.
<br /> (a) For Owner:
<br /> Tom I Iughcs, CFO
<br /> Super Store Industries
<br /> 16998 McKinley Avenue
<br /> Lathrop,CA 95330
<br /> Email: thughes(&,ssica.com
<br /> 407N 11 1 3
<br /> 4t P-3];A-9759"
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