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<br />200801183
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<br />Grantee shall pay Grantor and any tenant or lessee thereof, as their respective interest may appear, for
<br />actual physical damages to land and growing crops occasioned by any future installations, construction,
<br />reconstruction, maintenance, operation, alteration, protection, inspection, moving, replacement, testing,
<br />repair, change in size, upgrade or removal of the Pipeline in the permanent easement. Grantor agrees to
<br />execute such other documents as may be reasonably necessary or desirable to give full effect to the intent
<br />of the parties hereto and to refrain from any action that is inconsistent with those rights being conveyed
<br />herein.
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<br />In addition to the consideration paid for this Pipeline Easement, Grantee agrees to pay Grantor for any
<br />and all actual physical damages, including but not limited to fences, growing crops and timber which arise
<br />from the Grantee's use of the Easements. The term "timber" is defined as trees or the wood grown for
<br />commercial sale. However, Grantee shall have the right (without liability for damages) from time to time
<br />after the initial construction of the pipeline to re-c1ear the permanent easement by removing trees, brush,
<br />and other obstruction that may interfere with Grantee's use of said Easements.
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<br />Grantee shall restore the surface of the Easements, as nearly as practicable and permissible, to its prior
<br />condition and contour following any disturbance occasioned by construction or use of the Easements by
<br />the Grantee, its contractors, or agents.
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<br />After the completion and installation of the Pipeline Grantee shall clearly mark the location of its Pipeline with
<br />permanent above ground markers in accordance with Federal Department of Transportation regulations.
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<br />Grantee agrees to allow Grantor the right to install driveways or roads over and across the pipeline
<br />easement area as long as those crossings are at no more than a forty-five degree angle.
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<br />Grantee agrees to indemnify and hold harmless the Grantor from any claims or suits which may be
<br />asserted against the Grantor arising out of the Grantee's, its contractor's, or agent's negligent use of any
<br />of the Easements or intentional misconduct. Notwithstanding this, Grantee will not indemnify or hold
<br />Grantor harmless for any negligent act(s) or intentional misconduct of the Grantor, its employees, agents,
<br />tenants, licensees, or invitees, regardless of fault.
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<br />By entering into this Pipeline Easement, Grantor warrants that it is the sole fee owner of the property
<br />herein described and that it has the authority to convey said rights and interests to the Grantee. Grantor
<br />further agrees to defend, indemnify, and hold harmless the Grantee, its successors and assigns from any
<br />and all claims disputing Grantor's legal right to convey this Pipeline Easement to the Grantee as well as all
<br />claims for payment or restitution for damages made by a third party. Grantor agrees to reimburse Grantee
<br />for its costs, including attorney's fees, in asserting or defending all claims made which disputes the
<br />Grantor's legal right to convey its interest pursuant to this Pipeline Easement.
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<br />This Pipeline Easement may be assigned in whole or in part by either party.
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<br />This Pipeline Easement may be signed in counterparts and all such counterparts shall be deemed as
<br />originals and binding upon each party executing any counterpart and upon their respective heirs, personal
<br />representatives, successors and assigns. Similarly, facsimile signatures shall be deemed as an original
<br />signature by the enforcing party.
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<br />This Pipeline Easement shall be interpreted and enforced in the state where the property described herein
<br />is located. If any part, term or provisions of this agreement is, by a court of competent jurisdiction or
<br />regulatory authority having jurisdiction over the real property over, under and across which the Pipeline
<br />Easement is located, held to be illegal, void, or unenforceable, or to be in conflict with the law of that
<br />jurisdiction, the validity of the remaining provisions or portion hereof shall not be affected, and the rights
<br />and obligation of the parties shall be construed and enforced as if this agreement did not contain the
<br />particular part, term, or provision to be held invalid.
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<br />This agreement together with exhibits incorporated herein by reference, if any, embodies the whole agreement of
<br />the parties. There are no promises, terms, conditions, or obligations other than those contained herein; and this
<br />agreement shall supersede all previous communications, representations, or agreements, either verbal or written,
<br />between the parties.
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<br />20f4
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