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condition. All activities of every kind permitted hereunder shall be conducted by Grantee strictly in compliance with all applicable Laws and Regulations. Grantee further hereby covenants that, if it fails to fulfill its maintenance obligations as required hereunder or if it fails to comply with all applicable Laws and Regulations, Grantor may itself undertake all activities necessary to remedy such failure, and Grantee shall promptly reimburse Grantor for the full cost and expense of such activities. 3. Continued Use. Grantor, on behalf of itself and its successors and assigns in title to the Grantor Parcel, hereby reserves the right to use the Grantor Parcel for any purpose(s) not inconsistent with the enjoyment by Grantee of the easement rights established under Section 1, above. 4. Amendment. The covenants in this Agreement and the easements established hereunder may be amended, modified, or terminated only by the written agreement of the Grantee and of all parties holding (at the time of such amendment, modification, or termination) fee simple absolute title to any part of the Grantor Parcel. B. MISCELLANEOUS 1. Definition. For purposes of this Agreement, the term "Laws and Regulations" shall mean every applicable law, regulation, order, rule, judgment, or consent agreement, including (without limitation) those relating to: zoning; building; use and occupancy; fire safety; health; sanitation; air, water, or soil pollution; environmental protection; hazardous or toxic materials, substances, or wastes; conservation; parking; architectural barriers to the handicapped; or restrictive covenants or other agreements affecting title to the Grantor Parcel. 2. Indemnity. GRANTEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS GRANTOR AND GRANTOR'S SUCCESSORS AND ASSIGNS FROM AND AGAINST ALL SUCH LIABILITIES, CLAIMS, DEMANDS, COSTS, AND EXPENSES OF EVERY KIND AND NATURE AS ARISE FROM ANY INJURY (INCLUDING DEATH) OR DAMAGE TO ANY PERSON OR PROPERTY: (I) SUSTAINED ON OR ABOUT THE GRANTOR PARCEL BY REASON OF THE IMPROVEMENTS; (II) OTHERWISE SUSTAINED ON OR ABOUT THE GRANTOR PARCEL BY REASON OF ENTRY ONTO THE SAME BY THE GRANTEE (SPECIFICALLY INCLUDING FOR PURPOSES OF THIS PARAGRAPH ITS INVITEES, LICENSEES, FREQUENTERS, TRESPASSERS, AND OTHER AGENTS OF EVERY KIND) FOR ANY REASON WHATSOEVER; OR (III) SUSTAINED BY REASON OF GRANTOR (INCLUDING ITS SUCCESSORS AND ASSIGNS) OR ITS AGENTS DISCHARGING ANY OF THE GRANTEE'S OBLIGATIONS UNDER SECTION A.2, ABOVE. THIS INDEMNITY SHALL EXTEND TO ANY INJURY OR DAMAGE RESULTING IN ANY PART FROM THE NEGLIGENT ACTS OF THE INDEMNITEES HEREUNDER. 3. Notices. All notices required under this Agreement or given for reasons arising out of the same shall be in writing. Such notices shall be deemed given as follows: On receipt, if hand delivered; on the second (2nd) business day after mailing in the United States mail, postage prepaid, certified mail, return receipt requested; or on the first (1st) business day after depositing for delivery by UPS Next Day Air®, and addressed to the other Party as follows: QB\24135845.2 - 2 - 20140527