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placed manholes or hatches above vaults or other facilities of Grantor that it may install from time to time within the property described in Exhibit "A" and depicted in Exhibit "B" hereto. Prior to the placement of such facilities, Grantor shall provide Grantee at least ten (10) working days written notice by transmitting plans of such facilities to Grantee. Grantor will meet with Grantee at Grantee's request to consider any of Grantee's concerns, and Grantor and Grantee shall work collaboratively to resolve such concerns. Grantee, prior to undertaking any significant modification to the roadway within the Easement Area, shall provide Grantor at least ten (10) working days written notice by transmitting plans of such modifications to Grantor. Grantee will meet with Grantor at Grantor's request to consider any of Grantor's concerns, and Grantee and Grantor shall work collaboratively to resolve such concerns. Grantee shall not assign the Easement rights herein conveyed to another without the express written permission of Grantor. However, Grantee may issue encroachment permits for the installation of underground public utilities within the property described in Exhibit "A" and depicted in Exhibit "B". Grantee and Grantor agree to collaboratively and expeditiously review encroachment permit applications within ten (10) working days after copies of such applications are provided by Grantee to Grantor. Maintenance of suitable separations from Grantor's facilities shall be required if feasible, and Grantee shall not issue an encroachment permit if said public utilities are proposed to extend within ten (10) horizontal feet or one (1) vertical foot of Grantor's then-existing facilities unless suitable protections are provided for those facilities of Grantor, as determined by Grantor. Any such encroachment permit issued by Grantee to allow public utilities to operate within the property described in Exhibit "A" and depicted in Exhibit "B" shall also require that such public utilities: (1) maintain and repair their facilities, and any damage to the roadway, curb, gutter, sidewalk, landscaping or Grantor's facilities caused by the public utilities at their sole cost and expense; (2) utilize and maintain the property described in Exhibit "A" and depicted in Exhibit "B" in such a manner that there is no interference with the use by Grantor, including but not limited to facilities installed therein from time to time by Grantor; (3) defend Grantor against any and all liability,claims,damages,costs,or expenses in law or equity, including reasonable attorney's fees, claimed or alleged to have arisen from actions or failure to act by such public utilities; and (4) indemnify Grantor for any and all liability, claims, damages, costs, or expenses in law or equity, including reasonable attorney's fees, arising from actions or failure to act by such public utilities. Grantee agrees upon completion of any of its construction hereunder to restore as near as possible the surface of the ground (other than paved roadways, and sidewalks, curbs, and gutters) to the condition in which it was prior to the commencement of said construction. This instrument shall run with the land and inure to the benefit of the successors and assigns of the parties hereto. Page 2 of 3