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, n a s LICENSOR REPRESENTS AND WARRANTS THAT IT HAS READ THIS RELEASE AND HAS CONSULTED ITS ATTORNEY OR HAS HAD THE OPPORTUNITY TO CONSULT AN ATTORNEY AND FREELY CHOSE NOT TO DO SO. 11. Assignrnent and Reimbursement from Trust Funds. Licensor hereby assigns to SHELL any and all rights it may have against the applicable 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. Licensor agrees to cooperate with SHELL,including execution of additional documents,if necessary,in obtaining any allowable reimbursement 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_ 12. Disoute 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)may be 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. 13. Execution of Agreement 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 terms. Licensor represents and warrants that it is the owner of the property described in Exhibit A or that it has full lawful authority to grant access to the Property for the purposes described herein. 13_ Assignment,Successors and Assi s. In the event Ucensor's interests in the Property are conveyed,transferred or in any way assigned in whole or in part to any other person or entity,whether by contract,operation of law or otherwise, Licensor shall take any and all actions necessary at l icensor's sole cost to render any such conveyance,transfer or assignment subject to the terms of this Agreement and shall provide notice thereof to SHELL. Except as set forth hereinafter,this Agreement cannot be assigned by either Party without the prior written consent of the other,which consent shall not be unreasonably withheld. Licensor hereby assigns to SHELL any and all claims,causes of action and suits it away Dave against any third party who may have financial responsibility for any 4