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FINAL DRAFT 1/1612020
<br />to the extent that the loss or damage is covered by the injured party's insurance. This
<br />waiver applies whether or not the loss is due to the negligent acts or omissions of
<br />Grantor, Grantee or Co -Grantee. Grantor remains solely responsible for obtaining any
<br />applicable governmental permits and approval for any construction or other activity or
<br />use permitted by this Easement, and all such construction or other activity or use shall
<br />be undertaken in accordance with all applicable federal, state, and local laws,
<br />regulations, and requirements. Grantor shall keep the Protected Property free of any
<br />liens arising out of any work performed for, material furnished to, or obligations
<br />incurred by Grantor; provided that the Protected Property shall be deemed to be free of
<br />such liens if i) Grantor or Grantee, as the case may be, is diligently challenging the
<br />application of such liens to the Protected Property; or ii) such liens are subordinated to
<br />this Easement and do not require any action or inaction inconsistent with the Purpose
<br />and terms of this Easement.
<br />10.2 Taxes. Grantor shall pay before delinquency all taxes, assessments, fees, charges of
<br />whatever description levied on or assessed against the Protected Property by competent
<br />authority (collectively "taxes"), including any taxes imposed upon, or incurred as a
<br />result of, this Easement, and shall furnish Grantee and Co -Grantee with satisfactory
<br />evidence of payment upon request.
<br />10.3 Liability. Grantor shall hold harmless, indemnify, and defend Grantee, Co -Grantee,
<br />each Beneficiary to this Easement, and their members, directors, officers, employees,
<br />agents, and contractors(collectively, "Indemnified Parties") from and against any and
<br />all liabilities, penalties, costs, losses, damages, expenses, causes of action, claims,
<br />demands, or judgments, including, without limitation, reasonable attorneys' and
<br />consultants' fees, arising from or in any way connected with injury to or the death of
<br />any person, or physical damage to any property resulting from any act, omission,
<br />condition, or other matter (including the release of hazardous or toxic substances)
<br />related to or occurring on or about the Protected Property that is not a consequence of
<br />any action or omission of any of the Indemnified Parties on or about the Protected
<br />Property.
<br />10.4 Representations and Warranties. Grantor represents and warrants that, to the best
<br />of Grantor's knowledge:
<br />10.4.1 Grantor and the Protected Property are in compliance with all federal, state, and
<br />local laws, regulations, and requirements applicable to the Protected Property
<br />and its use;
<br />10.4.2 There has been no release, dumping, burying, abandonment or migration from
<br />off-site on the Protected Property of any substances, materials, or wastes that are
<br />or are designated as, hazardous, toxic, dangerous, or harmful or contain
<br />components that are, or are designated as, hazardous, toxic, dangerous, or
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