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described in Exhibit C attached hereto and incorporated herein ("Easement Area"} for the
<br />purpose of vehicular and pedestrian egress and ingress and, in furtherance of the
<br />aforementioned, for the purpose of, as necessary, constructing, installing, replacing,
<br />repairing and/or maintaining a paved roadway, including any necessary or required
<br />turning lanes, for the benefit of Grantee's Property.
<br />Furthermore, Grantor hereby grants, for the benefit of Grantee's Property, a
<br />temporary, non-exclusive easement over, upon, within and across that portion of
<br />Grantor's Property more particularly depicted and described in Exhibit D attached hereto
<br />and incorporated herein ("Temporary Construction Easement Area") for the purpose of
<br />performing the rights granted above. The foregoing temporary construction easement
<br />shall terminate when Grantee's construction and installation of the roadway and right of
<br />way facilities have been installed and Grantee has restored the Easement Area and
<br />Temporary Construction Easement Area to its original condition in accordance with the
<br />provisions set forth herein.
<br />2. Maintenance and Repair Obligations.
<br />a. Grantee shall be solely responsible for the maintenance, repair and
<br />replacement of any of its facilities located on Grantee's Property. Except as otherwise
<br />provided herein, Grantor shall be solely responsible for the maintenance, repair and
<br />replacement of any of its facilities located on Grantor's Property.
<br />b. Notwithstanding anything else contained herein, in the event that a party
<br />hereto, by reason of the negligence or willful actions of itself, its employees, agents,
<br />contractors, or sub-contractors, shall cause material damage to Grantee's facilities solely
<br />for use by the other party, then such party causing such damage shall be solely
<br />responsible for any and all actual and reasonable costs associated with repairing and/or
<br />replacing such facilities. In such instance, the aggrieved party shall be entitled to, upon
<br />completion of any necessary repair or replacement, provide the aggrieving party with an
<br />invoice detailing the work performed and the cost thereof. The aggrieving party shall
<br />reimburse the aggrieved party within thirty (30) days of its receipt of such invoice.
<br />3. Each of the parties hereto shall protect, defend and hold harmless each of
<br />the other from any liability, loss, costs, damages, expenses, fees, liabilities and/or suits or
<br />other actions whatsoever (collectively, "Damages") arising out of or in any connected
<br />with the acts or omissions of the parties, their respective employees, agents, tenants,
<br />invitees, licensees or contractors in their use of the facilities located within Grantor's
<br />Property as contemplated herein.
<br />4. Upon completion of any installation, maintenance, repair or replacement
<br />work as provided for herein, Grantee shall, at its own expense, restore the surface of the
<br />affected area to its condition prior to such work being performed. In the event that
<br />Grantee fails to restore the affected area to such condition, Grantor may elect to
<br />undertake such restoration and the cost of such restoration shall be the sole responsibility
<br />of Grantee.
<br />WCSR 4124695v1
<br />Attachment number 3
<br />F3 131
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