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facilities, or 12 months after the effective date, whichever first occurs. Termination of the
<br /> Agreement shall not affect Unocal's obligation to restore the Property to substantially the
<br /> same condition as that which existed prior to Unocal's initial entry upon the Property.
<br /> 6. Insurance - During the term of this Agreement, Unocal shall require that its agents
<br /> performing the Permitted Activities maintain: (a)workers'compensation insurance coverage;
<br /> (b) public liability and property damage insurance coverage in the amount of $1,000,000;
<br /> and (c) errors and omissions insurance in the amount of $1,000,000. Prior to Permittee's
<br /> entry onto the Property, Unocal and/or its agents shall provide to Stone Brothers a certificate
<br /> of such insurance required under this paragraph, which certificate names Stone Brothers
<br /> and Associates as an additional insured.
<br /> 7. Indemnification - Unocal shall protect, indemnify, defend and hold harmless Stone
<br /> Brothers, and Stone Brothers'officers, directors,employees, shareholders,agents,insurers,
<br /> consultants, attorneys, representatives, successors and assigns, tenant(s), subtenant(s)
<br /> (collectively, "Indemnitees") from and against any and all liabilities, expenses, causes of
<br /> action, suits, claims, fines and/or judgments Stone Brothers may sustain on account of
<br /> Unocal's negligence or willful misconduct, except to the extent, if any, that such violation of
<br /> law or loss or damage to property or injury or death is caused by the negligent act or
<br /> omission or misconduct of Stone Brothers, its employees, agents, contractors,
<br /> representatives or business invitees, or due to the acts or omissions of any third party.
<br /> 8. Cooperation With Permitted Activities - Stone Brothers shall not unreasonably
<br /> withhold permission to carry out, and shall not unreasonably interfere with Unocal's
<br /> performance of the Permitted Activities.
<br /> 9. Non-Waiver of Other Rights - Nothing herein shall constitute an admission or
<br /> acknowledgment of any fact, liability, responsibility or fault, or proportionate share thereof,
<br /> for any conditions at, on, beneath or emanating from the Property. This Agreement shall not
<br /> be used as evidence of any admission, acknowledgment or liability. Nothing in this
<br /> Agreement shall be construed or is intended to modify or waive any rights or release any
<br /> claims among the Parties which may exist otherwise.
<br /> 10. Notices -Any notice or submittal required or permitted hereunder shall be in writing
<br /> and delivered by mail or sent byfacsimile to the respective addresses orfacsimile numbers
<br /> set forth below, or to such other place as Unocal and Stone Brothers may from time to time
<br /> designate by notice to the other.
<br /> If to Stone Brothers: R. Jay Allen
<br /> Stone Brothers & Associates
<br /> 1036 West Robinhood Drive
<br /> Stockton, CA 95207
<br /> Phone No.: 209-478-4048
<br /> Facsimile No.: 209-478-0227
<br /> 607813.2 - 3 -
<br /> 612886.1
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