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3.3 If the surface of the Property or any improvements thereon shall be disturbed by the
<br /> emplacement of Licensee's Boreholes or Wells, then, upon completion of Work thereunder,
<br /> said surface or improvements shall be promptly restored by Licensee to its condition just prior
<br /> to such disturbance.
<br /> 3.4 To the extent that the Work has not been completed within two years of the date hereof and in
<br /> the event that Licensor has decided two years or more after the date hereof to change or
<br /> develop the use of, or sell lease or otherwise transfer the Property, then Licensee shall, on the
<br /> basis of a written, one-time only request from Licensor, change the location, dimensions or any
<br /> other characteristic of any well or equipment installed on the Property to facilitate such
<br /> development, change, sale, lease or transfer; with the cost of such change to be paid by
<br /> Licensee; and provided, further, that this written, one-time only request shall include the
<br /> following: (1) the description, number and present location(s) of each of the wells or equipment
<br /> to be changed; (2) the exact nature of the change(s) requested -- location, dimensions,
<br /> characteristics or otherwise; (3) a description of the development, change, sale, lease or
<br /> transfer of the Property, and (4) a written approval from San Joaquin County Public Health
<br /> Services (SJCPHS) or any other governmental agency with jurisdiction over the site of the
<br /> proposed change(s). Any additional request from Licensor for Licensee to change the location,
<br /> dimensions or characteristics of any well or equipment, either within 24 months of the date
<br /> hereof or after Licensee has already satisfied Licensors' request to change described herein,
<br /> shall be at the sole costs and expense of Licensor and shall also be approved in writing by
<br /> SJCPHS or any other governmental agency with jurisdiction over the site.
<br /> 3.5 Licensee shall, after the Boreholes or Wells are no longer useful to the investigation, backfill or
<br /> close out such Boreholes or Wells according to applicable standards.
<br /> 3.6 Licensee agrees to indemnify, defend, and save Licensor harmless from all liability, damage,
<br /> expense, causes of action, suits, claims, or judgements, including reasonable attorneys fees,
<br /> resulting from injuries to persons or damage to property on the Property or on adjoining streets
<br /> and sidewalks which arise out of the act, failure to act, or negligence of Licensee, its agents,
<br /> employees, invitees, or guests in performing Work under this License Agreement.
<br /> 3.7 This License Agreement may be terminated by either party upon thirty (30) days' prior written
<br /> notice.
<br /> 3.8 Licensee shall use its best efforts to locate the Boreholes or Wells in a manner so as not to
<br /> unreasonably interfere with Licensor's use and occupation of the Property.
<br /> 3.9 By executing this Agreement, or conducting any Work thereunder, Licensee does not waive
<br /> any rights it may have against any other person or entity in connection with any contamination
<br /> such as may actually or allegedly exist at or in the vicinity of the Property.
<br /> SAC/PJ"805/08051520.IBM
<br /> -94/pasa 2 Rev.O,November 16,1994
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