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work is performed on the Subject Land as described in the Work Plan, such work will be at the
<br /> expense of Sunnyside, not Grantor. However, to the extent any of the work described in the
<br /> Work Plan is performed off of the Subject Land (including, without limitation, transporting tiiv
<br /> tailings to a location other than the Subject Land), the cost of such work will be shared 50% by
<br /> Sunnyside, and 50% by Grantor. Sunnyside shall invoice Grantor for such work, and Grantor
<br /> shall pay the invoice within 15 days. Grantor's failure to pay will be grounds for Sunnyside to
<br /> cease work on the Subject Land, terminate this Agreement and/or pursue any other remedy
<br /> available to it.
<br /> (b) Sunnyside reserves the right to modify the Work Plan and will give timely
<br /> notice to Grantor of changes to the Work Plan.
<br /> (c) Sunnyside will preserve so far as practical the integrity of the surface
<br /> estate to the Subject Land, restricting so far as practical the use of off-road vehicles and
<br /> interference with surface uses of Grantor when not required for reclamation work and not
<br /> covered by the Work Plan.
<br /> (d) Sunnyside will conduct all operations hereunder in a prudent, efficient,
<br /> and workmanlike manner, in accordance with sound engineering and mining industry practices.
<br /> 5. Warranties. Grantor acknowledges that neither Sunnyside, nor any agent or
<br /> representative of Sunnyside warrants, promises, or represents, either expressly or impliedly, that
<br /> the reclamation work will eliminate any or all liabilities which may arise from the enforcement
<br /> of local, state, and/or federal statutes, laws, rules or regulations, including enforcement with
<br /> respect to the presence of any hazardous material or environmental condition at, upon, under, or
<br /> within the Subject Land. Grantor waives any such or related warranties. Further, other than
<br /> those which are expressly stated in this Agreement, Grantor acknowledges that there have been
<br /> no warranties or other representations made to it in connection with this Agreement.
<br /> 6. Indemnity. Grantor hereby absolutely, unconditionally and irrevocably waives,
<br /> releases, indemnifies, holds harmless, and covenants not to sue Sunnyside, its directors, officers,
<br /> employees, agents, affiliates and successors, for any and all claims, suits, actions, debts,
<br /> damages, costs, losses, obligations,judgments, charges, licenses, permits, violations of local,
<br /> state, and federal statutes and regulations, and expenses, of any nature whatsoever suffered,
<br /> incurred or claimed by Grantor with respect to:
<br /> a. any discharge of hazardous material, the threat of a discharge of any
<br /> hazardous material, or the presence of any hazardous material affecting the Subject Land,
<br /> whether or not same originates or emanates from the Subject Land, whether known or unknown,
<br /> and whether existing on the date of this Agreement or coming into existence thereafter;
<br /> 46094-1 9112,96 2
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