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202605714 Seller shall not voluntarily create or permit any mortgage, deed of trust, lien or other encumbrance affecting the Burdened Property that would have priority over, extinguish or materially impair the rights evidenced by this Memorandum or the Easement to be granted pursuant hereto, unless the holder thereof executes such subordination or other instrument as Buyer may reasonably require to preserve the priority and enforceability of such rights. 5. Covenants Running With the Land. The obligations, restrictions and covenants contained in this Memorandum are intended to and shall constitute covenants running with the land and shall bind Seller and each subsequent owner of all or any applicable portion of the Burdened Property, and their respective heirs, personal representatives, successors and assigns. The rights and benefits contained herein shall be appurtenant to the Benefited Property and shall inure to the benefit of Buyer and each subsequent owner of all or any portion of the Benefited Property, and their respective successors and assigns. 6. Notice and Independent Effect. This Memorandum is executed and recorded for the purpose of providing record notice of the rights, covenants, restrictions and obligations set forth herein and arising under the Purchase Agreement. The covenants, restrictions and obligations expressly set forth in this Memorandum are independently binding and enforceable in accordance with their terms. This Memorandum does not constitute the final grant of the Easement and does not purport to summarize all provisions of the Purchase Agreement. 7.Survival. The obligations contained herein shall survive the closing of the transaction contemplated by the Purchase Agreement and shall remain in full force and effect notwithstanding any conveyance of the Benefited Property or Burdened Property. Upon execution and recording of the permanent Easement contemplated hereby, Buyer shall execute and record a termination or release of this Memorandum if the permanent Easement fully supersedes the rights and obligations evidenced hereby. 8. Enforcement. Seller acknowledges that a breach of the obligations contained herein may cause irreparable harm for which monetary damages would not provide an adequate remedy. Accordingly, Buyer and its successors and assigns shall be entitled to seek specific performance, injunctive relief and other equitable remedies to enforce this Memorandum and the obligation to grant the Easement, in addition to any other rights and remedies available at law or in equity. 9. Governing Law. This Memorandum shall be governed by and construed in accordance with the laws of the State of Nebraska. 10. Counterparts. This Memorandum may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument. 3