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Easement Agreement Contract Number: 001- 0091845 -000
<br />20180199e
<br />5. Reserved Rights. Subject to the rights granted to Grantee pursuant to this Agreement, Grantor reserves
<br />to itself, its successors and assigns, all rights appurtenant to and accruing from ownership of the Land, to the extent
<br />not inconsistent with Grantee's exercise of its rights hereunder.
<br />6. Enforcement. Any costs incurred by the Grantee in enforcing the terms of this Agreement against
<br />Grantor (including, without limitation attorneys' fees and costs, and any costs of restoration necessitated by
<br />Grantor's violation of the terms of this Agreement) will be borne by Grantor. Enforcement of the terms of this
<br />Agreement will be at the discretion of Grantee, and any forbearance by Grantee to exercise its rights under this
<br />Agreement in the event of any breach of any term of this Agreement by Grantor will not be deemed or construed to
<br />be a waiver by Grantee of such term or of any subsequent breach of the same or any other term of this Agreement or
<br />of any of Grantee's rights under this Agreement. No delay or omission by Grantee in the exercise of any right or
<br />remedy upon any breach by Grantor will impair such right or remedy or be construed as a waiver. Grantor hereby
<br />waives any defense of laches, estoppel or prescription against Grantee's exercise of its rights hereunder.
<br />7. Lots and Liabilities. Grantor retains all responsibilities and will bear all costs and liabilities of any
<br />kind related to the ownership, operation, upkeep and maintenance of the Land. Grantor will pay before delinquency
<br />all taxes, assessments, fees and charges of whatever description levied on or assessed against the Land by competent
<br />authority (collectively, "Taxes "), including any Taxes imposed upon, or incurred as a result of, this Agreement and
<br />will furnish Grantee with satisfactory evidence of payment upon request. Grantee is authorized (but not obligated)
<br />upon three days' prior written notice to Grantor, to pay on Grantor's behalf any unpaid Taxes in accordance with any
<br />bill, statement or estimate procured from the appropriate authority (and without inquiry into the validity or accuracy
<br />thereof). Grantor will reimburse Grantee, upon demand, for all amounts so paid by Grantee, plus interest accruing
<br />thereon from the date originally paid by Grantor to the date such reimbursement occurs, at a per annum rate equal to
<br />the lesser of (a) 5% plus the then - current prime rate (as set forth in The Wall Street Journal), or (b) the maximum
<br />rate permitted by applicable law.
<br />8. Hold Harmless Grantor will hold harmless, indemnify and defend Grantee and its members, directors,
<br />officers, employees, agents and contractors and the heirs, personal representatives, successors and assigns of each of
<br />them (collectively "Indemnified Parties" from and against all liabilities, penalties, costs, losses, damages, expenses,
<br />causes of action, claims, demands or judgment, including, without limitation, reasonable attorneys' fees, arising from
<br />or in any way connected with: (a) injury to or the death of any person or physical damage to any property, resulting
<br />from any act, omission, condition or other matter related to or occurring on or about the Land, regardless of cause,
<br />unless due solely to the gross negligence of any of the Indemnified Parties; (b) the obligation to pay Taxes; and (c)
<br />the existence or administration of this Agreement. Grantor's obligations under this Section will survive termination
<br />of this Agreement.
<br />9. Intention of the Parties The Facility is and will remain real property and the ownership of the Facility
<br />by Grantee will not constitute a severance or the transformation of the Facility to personalty. The Facility (including
<br />the exclusive use of all of Grantee's Easement rights) will be leased (the "Lease ") in accordance with a Facility
<br />Lease Agreement entered into, or to be entered into, between the Grantee and the lessee named thereunder. In the
<br />event that Grantee should take possession of the Facility for any reason (including by default under such Lease or
<br />other documents contemplated by, or entered into in anticipation of, the Lease), and Grantee's operation of the
<br />Facility for its intended purposes would violate applicable law, Grantee may use the Easement only for necessary
<br />construction, maintenance and upkeep of the Facility and will, as expeditiously as is practical (and consistent with
<br />protecting Grantee's investment in the Facility), sell and assign its rights in the Facility and the Easement to a person
<br />or entity who may, in accordance with law, operate the Facility for its intended purposes.
<br />10. Termination. Except to the extent otherwise provided herein, the party's rights and obligations under
<br />this Agreement will continue through the useful life of the Facility, until Lessee takes title to the Facility pursuant to
<br />this Lease Agreement (and neither Lessor nor any of its successors or assigns retain any interest in the Facility), or
<br />Lessor (or its successors or assigns) completely removes the Facility from the Premises.
<br />11. S'ieneral, If any provision of this Agreement, or the application therefore to any person or
<br />circumstance, is found to be invalid, the remainder of the provisions of this Agreement, or the application of such
<br />provision to other persons or circumstances, will not be affected thereby. This Agreement sets forth the entire
<br />agreement of the parties with respect to the Agreement and supersedes all prior discussions, negotiations,
<br />understandings or agreements relating to the Agreement, all of which are merged herein. No modification or
<br />amendment to Agreement will be valid or binding unless contained in an amendment duly executed by all parties
<br />hereto. Nothing contained in this Agreement will result in a forfeiture or reversion of Grantor's title in any respect.
<br />This Agreement will be binding upon, and inure to the benefit of, the parties hereto and their respective personal
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