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California,having a general policyholders rating of not less than an"A-"and financial rating of
<br /> not less than"VII" in the most current Best's Insurance Report; (ii) contain a provision that the
<br /> policy shall not be subject to material alteration to the detriment of Trimark, Shea or Shell Agent
<br /> or cancellation without at least thirty (30)days' prior written notice being given to Trimark and
<br /> Shea by registered mail; (iii)provide that such policy or policies and the coverage evidenced
<br /> thereby are primary and any insurance maintained by the additional insureds is noncontributing
<br /> with such primary coverage; and(iv) contain severability of interest and cross liability clauses.
<br /> (h) Shell shall cause all Shell Agents to waive all rights against Trimark and
<br /> Shea and the other additional insureds for damages caused by fire and other perils and any other
<br /> risk to the extent covered by Shell Agents' policies of insurance or required to be covered by
<br /> Shell Agents' policies of insurance as set forth above.
<br /> (i) Nothing contained in these insurance requirements is to be construed as
<br /> limiting the type, quality or quantity of insurance Shell Agents should maintain or the extent of
<br /> Shell Agents' responsibility for payment of damages resulting from its operations.
<br /> 5. Shell shall be solely responsible for and assumes all liability and risk for the
<br /> safety and protection (against damage, destruction,theft or vandalism) of any equipment,
<br /> vehicles,building materials and/or other personal property used, stored,parked or left on the
<br /> Property by Shell or its agents, employees, representatives, contractors or consultants.
<br /> 6. Shell, and anyone claiming by, through, or under Shell, hereby waives its right to
<br /> recover from and fully and irrevocably releases Trimark and Shea,their affiliate organizations
<br /> and entities, and each of their partners, members,managers,officers,directors, shareholders,
<br /> agents, representatives, employees and all of their respective successors and assigns
<br /> (collectively, the"Released Parties,"and each a"Released Party") from any and all claims that
<br /> Shell (or anyone claiming by,through, or under Shell) may now have or hereafter acquire against
<br /> any of the Released Parties for any claims, costs, loss, liability, damage, expenses,demand,
<br /> action or cause of action arising from or related to personal injury or property damage incurred
<br /> by Shell(or Shell's employees, contractors, agents, representatives and/or consultants) as a result
<br /> of or in any way related to: (i) Shell's entry onto the Property; (ii)Work performed on the
<br /> Property; or(iii) any construction defects,property defects, or other conditions, latent or
<br /> otherwise, including environmental conditions and matters on the Property. The foregoing
<br /> waiver and release shall not apply to claims based upon the gross negligence or intentional
<br /> wrongful acts of any Released Party.
<br /> 7. Shell and Shea shall keep confidential the results of(and all information related
<br /> to) the tests, investigations, reports and inspections conducted by or for Shell on the Property or
<br /> in connection with the Assessment Activities or Remediation Activities(collectively, the
<br /> "Information");provided,however, the Information may be: (i)provided to Shea, its members,
<br /> affiliates, and subsidiaries, and their employees,representatives, agents and contractors, and to
<br /> Shell's affiliates and subsidiaries, and their employees,representatives, agents and contractors in
<br /> conjunction with the performance of the Assessment Activities or Remediation Activities, and
<br /> (ii) included(to the extent required) in reports submitted to a state, federal and/or local
<br /> regulatory agency pursuant to the provisions of paragraph 2 of this Agreement. Except as
<br /> contemplated in (i) and(ii) above, and except for Information that is otherwise part of the public
<br /> Site Access Agreement(Mountain House-Neighborhood C&D)
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