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"Agreement "). <br />IL GRANT OF LICENSE; TERMS AND CONDITIONS <br />The Licensor, for the Consideration, grants and demises to the Licensees, their <br />employees, agents, contractors, tenants and permitted invitees an irrevocable and non - exclusive <br />license (i) to install and maintain the Driveway Improvements (as defined below) on the <br />Property, and (ii) for use, access (including, without limitation, both pedestrian and vehicular <br />access) and ingress and egress to and from the 1410 Property and the 1350 Property, subject to <br />the following: <br />2.1 Condition of Property. The Licensees accept the Property in its present physical <br />condition. The Licensees acknowledge that the Licensor makes no representations or warranties <br />regarding the physical condition of the Property, the presence or absence of hazardous materials <br />or other contaminants on the Property or the suitability of the Property for Licensees' intended <br />uses. <br />2.2 Driveway Improvements. 1410 Owner shall be allowed to construct a driveway, <br />together with all related improvements within the Property (the "Driveway Improvements ") <br />providing vehicular and pedestrian access between the 1410 Property and the 1350 Property <br />within the Property. <br />2.3 Construction Review and Approval. The Licensor has previously reviewed <br />and approved the Site Preparation Permit which contains the specifications for the Driveway <br />Improvements and all construction work to be performed within the Property. Licensees agree to <br />submit any material changes to the approved Site Preparation Permit, whether as part of the <br />initial construction of the Driveway Improvements or future construction, to Licensor for <br />approval, which approval shall not be unreasonably withheld, conditioned or delayed, subject to <br />applicable ordinances and standard review procedures of Licensor. <br />2.4 Compliance with Laws and Regulations. The 1410 Owner agrees to comply <br />with all federal, state and local laws, construction and safety codes, and other regulations in the <br />construction and maintenance of the Driveway Improvements in the Property. The 1410 Owner <br />agrees to maintain safe and proper clearances from all above - ground and underground utility <br />facilities within or upon the Property at all times. The 1410 Owner will maintain the Driveway <br />Improvements in good condition free of litter and debris, fit for their intended purposes, and with <br />due regard for public safety and convenience. The 1410 Owner will promptly remove or correct <br />any hazards upon the within the Property resulting from the presence of the Driveway <br />Improvements or other causes. <br />2.5 Indemnification. Each Licensee agrees, to the extent of its liability under <br />Texas law, to indemnify, on a several and not joint and several basis, defend, protect and <br />hold harmless the Licensor, its officers, employees, authorized agents, contractors and <br />invitees from and against any claims, demands, causes of action, judgments or liability, <br />including reasonable attorney fees which may arise or be incurred by reason of any act or <br />omission of the Licensees, their officers, employees, agents or contractors in connection <br />CH \1405557.7 2 <br />