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other characteristics and conditions of the License Area. Licensee acknowledges and agrees that
<br />the use of the License Area will be on the basis of Licensee's own investigation of the condition
<br />of the License Area. The license to use the License Area shall be granted on an "AS-IS," "WITH
<br />ALL FAULTS" basis, without representation or warranty expressed or implied by First
<br />American, or by operation of law. First American expressly disclaims, which Licensee hereby
<br />acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose
<br />or use. Licensee's use of the License Area shall be subject to the License Area being in a usable
<br />and safe condition at the time of Licensee's use and Licensee shall be responsible for
<br />determining whether the License Area is in such condition. In connection therewith, in the event
<br />that the License Area or access thereto is damaged or obstructed or the use by Licensee is
<br />otherwise impaired, prevented or limited, First American shall have no obligation or duty to
<br />repair the damage or rectify the condition to make the License Area usable or safe and Licensee's
<br />sole remedy shall be the return of the License Fee paid to First American.
<br />8. hndemnity. Licensee shall indemnify, defend, and hold harmless First American,
<br />FAC, and their respective agents, representatives, employees, subsidiaries and affiliates
<br />("Covered Parties") from and against any and all actions, suits, claims, demands, judgments,
<br />losses, expenses, or liabilities, injuries and damages to persons and property, including death,
<br />arising out of or related to Licensee's use of the License Area, the entry by any Licensee Party on
<br />the License Area or any portion of the Property or surrounding property, or Licensee's breach or
<br />default in the performance of any of its obligations under this Agreement; provided, however,
<br />that Licensee will not be obligated to indemnify the Covered Parties from any claims arising
<br />solely from the gross negligence or willful misconduct of a Covered Party. If any action or
<br />proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon
<br />receipt of written notice from Covered, shall defend the same at Licensee's expense with legal
<br />counsel reasonably acceptable to Covered. Payment shall not be a condition precedent to
<br />recovery under any indemnification in this Agreement, and a finding of liability or an obligation
<br />to indemnity shall not be a condition precedent to the duty to defend. The provisions of this
<br />Section 8 shall survive the termination or expiration of this Agreement.
<br />9. Insurance. Licensee, at Licensee's sole cost and expense, shall maintain in full
<br />force during the entire term of this Agreement, a commercial general liability insurance policy
<br />covering bodily injury, property damage, contractual liability, and personal injury, written on a
<br />per occurrence basis, in an amount not less than Two Million Dollars ($2,000,000). Such
<br />insurance (i) shall be primary insurance and any insurance maintained by First American shall be
<br />excess and non-contributing, (ii) shall name as additional insureds First American Title Insurance
<br />Company and First American Financial Corporation, and, upon request, any other affiliated
<br />entity, (iii) shall contain no special limitations on the scope of protection afforded to Licensee or
<br />any additional insured hereunder, (iv) shall waive all rights of subrogation and contribution
<br />against First American or any of its affiliates, and their insurers. In no event shall the foregoing
<br />coverage limits affect or limit in any manner Licensee's contractual liabilities or obligations,
<br />including liability for indemnification. No later than seven (7) days after the date of this
<br />Agreement or such earlier date that Licensee desires to obtain a License, and thereafter upon
<br />renewal or replacement of each required policy, Licensee shall provide to First American for
<br />review and approval written evidence of the insurance coverages required under this Agreement,
<br />which may include without limitation insurance certificates or binders. Licensee hereby releases
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