Grant/limited license/underground utilities

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NOW, THEREFORE, in consideration of Ten Dollars and the covenants of the parties hereinafter expressed, and other good and valuable consideration, the receipt and sufficiency of which Licensors hereby acknowledge, Licensors make the following grant: 1. Grant of License. Licensors, intending to bind themselves and their heirs, personal representatives, successors and assigns, hereby grant, bargain, sell and convey unto the Trustee, Robert L. Naas, individually, and all of their respective successors-in-interest to Gale Island (collectively, the "Licensees"), a non-exclusive, perpetual right and license for the installation and maintenance of an underground utilities conduit (the "Conduit") in, on, and under, the License Area. The foregoing license shall be subject to the terms and conditions set forth in this Grant. 2. Scope of License. (a) Without limiting the extent of the grant set forth in Section 1, Licensors hereby state that the grant set forth in Section 1 includes the right of the Licensees, any utility company, and their respective franchisees, licensees, contractors, agents, servants, successors, and assigns (collectively "Contractors") to enter upon the License Area at all reasonable times to initialty construct and install the Conduit under and through the License Area, together with the right to excavate within the License Area in the course of the initial installation of the Conduit. The Licensees shall install the Conduit in compliance wit11 all applicable laws and codes and shall obtain all necessary permits. The Licensors shali cooperate with the Licensees and their Contractors in connection with obtaining any permits that may be required under applicable law, provided that the Licensees shall reimburse the Licensors for any out-of-pocket expenses incurred by the Licensors in connection with such permits and Licensees shall indemnify and hold harmless Licensors from any and atl claims and damages relating to any permits and the performance of any work required under the permits. (b) Following completion of the last of(i) the installation of the Conduit, {ii) the restoration of electrical and telephone service to Gate Island, and (iii) the restoration of the License Area described in Section 3 below ("Completion of Installation"), the Licensees shall have no further right to enter the Jabbour Parcel under the terms of the grant set forth in Section 1, except as set forth in Section 2(d). (c) Notwithstanding Section 2(b), the Licensees and their Contractors shall be permitted to enter upon the License Area (together with the right to excavate within the License Area) at all reasonable times for the purpose of repairing the Conduit in the event that the Conduit has been damaged by an activity caused by the Licensors or by any person acting by or through the Licensors. (d) Without limiting the extent of the grant set forth in Section 1> the Licensees shall be permitted to utilize the Conduit for the provision of utilities to Gale Island. The term "utilities" shall include (but shall not be limited to) electricity, telephone, cable television and any other communications or power system or service in use now or in the future. Subject to Section 2(b), the Licensees shall be permitted to install additionai utilities (or to reinstall utilities)within the Conduit at any time. 2686680v3 2