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<br />Agreement No.
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<br />transport and disposal of any materials known (whether or not hazardous), Licensee shall at all
<br />times comply with all applicable laws, statutes, ordinances, rules, regulations or orders of
<br />whatever kind or nature and pay all costs of such compliance. Licensee shall immediately notify
<br />Railroad when Licensee learns of, or has reason to believe that, a release of Hazardous Materials
<br />has occurred in, on or about the Property. The term "release" or "threatened release" when used
<br />with respect to Hazardous Materials shall include any actual or imminent spilling, leaking,
<br />pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or
<br />disposing in, on, under or about the Property. Licensee shall further comply with all laws
<br />requiring notice of such releases or threatened releases to governmental agencies, and shall take
<br />all action necessary to mitigate the release or minimize the spread of contamination. In the event
<br />that a Licensee or its Agents or Invitees cause a release of Hazardous Materials, Licensee shall,
<br />without cost to Railroad and in accordance with all laws and regulations, return the Property to
<br />the condition immediately prior to the release. In connection therewith, Licensee shall afford
<br />Railroad a full opportunity to participate in any discussion with governmental agencies regarding
<br />any settlement agreement, cleanup or abatement agreement, consent decree or other compromise
<br />proceeding involving Hazardous Materials.
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<br />(b) Any Hazardous Materials introduced onto the Property by Licensee, its
<br />agents, employees, contractors, subcontractors or invitees, shall remain the property of Licensee,
<br />its agents, employees, contractors, subcontractors or invitees, which shall be responsible for
<br />disposing of these materials at no cost to Railroad or any Indemnitee, and Licensee shall be
<br />obligated to defend, indemnify and hold Indemnitees harmless from any and all Liability arising
<br />from it, regardless of whether such Liability arises during or after the term of this License. This
<br />indemnity shall not extend to Liability arising from the presence of any Hazardous Materials on
<br />the Property as of the Effective Date, unless (i) such Hazardous Materials were introduced onto
<br />the Property by Licensee, its agents, employees, contractors, subcontractors or invitees, in which
<br />case this indemnity shall apply, or (ii) Hazardous Materials are present on the Property, and
<br />Licensee's handling, excavation, relocation, investigation, disposal or other exercise of control
<br />over the Property imposes on the Railroad new or additional liability, which the Railroad would
<br />not otherwise have incurred in the absence of Licensee's activities or project. (In the latter event,
<br />Licensee shall pay for and defend and indemnify Indemnitees from and against such additional
<br />liability to the extent of such new or additional liability. )
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<br />(c) Any Hazardous Materials not introduced onto the Property by Licensee, its
<br />agents, employees, contractors, subcontractors or invitees shall remain the property of the
<br />Railroad (or other responsible third parties) and shall not be deemed property of Licensee.
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<br />(d) For purposes of this Agreement, "Hazardous Materials" means material that,
<br />because of its quantity, concentration or physical or chemical characteristics, is at any time now
<br />or hereafter deemed by any federal, state or local governmental authority to pose a present or
<br />potential hazard to public health, welfare or the environment. Hazardous Materials includes,
<br />without limitation, any material or substance defined as a "hazardous substance, pollutant or
<br />contaminant" pursuant to the Comprehensive Environmental Response, Compensation and
<br />Liability Act of 1980, as amended (42 U.S.C. Sections 9601 et seq.), the Resource Conservation
<br />and Recovery Act (42 U.S.C. 6901 et seq.) or pursuant to Section 25316 of the California Health
<br />and Safety Code; a "hazardous waste" listed pursuant to Section 25140 of the California Health
<br />and Safety Code; any asbestos and asbestos containing materials whether or not such materials
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<br />SamTrans/lPB Standard License Form, Rev. 7/03
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<br />1025181.7
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