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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />been located on Grantor's Property, and no asbestos -containing insulation or products containing PCB or
<br />other Hazardous Substances have been placed anywhere on Grantor's Property by Grantor or, to Grantor's
<br />knowledge, by any prior owner or user of Grantor's Property. Neither Grantor nor Grantee will introduce
<br />or use any such Hazardous Substance on, under or about Grantor's Property in violation of any applicable
<br />law or regulation. Grantor and Grantee shall each defend, indemnify, protect and hold the other party
<br />harmless from and against all claims, costs, fines, judgments and liabilities, including attorney's fees and
<br />costs, arising out of or in connection with the presence, storage, use or disposal of any Hazardous Substance
<br />on, under or about Grantor's Property caused by the acts, omissions or negligence of the indemnifying party
<br />and their respective agents, contractors and employees. The foregoing indemnity shall survive any
<br />termination of this Agreement.
<br />9. General Indemnity. In addition to the Environmental Indemnity set forth above, Grantor and Grantee
<br />each indemnify, defend and hold the other harmless against any and all costs (including reasonable
<br />attorney's fees) and claims of liability or loss arising (i) due to the breach of any representation, warranty
<br />or covenant of such indemnifying party set forth herein; and (ii) out of the use and/or occupancy of
<br />Grantor's Property and Easements by the indemnifying party. This indemnity shall not apply to any claims
<br />to the extent arising from the gross negligence or intentional misconduct of the indemnified party.
<br />10. Secured Parties. Grantee has the unrestricted right to assign, mortgage or grant a security interest in all
<br />of Grantee's interest in and to this Agreement and the Easements, and may assign this Agreement and the
<br />Easements to any such assignees, mortgagees or holders of security interests, including their successors and
<br />assigns ("Secured Party" or, collectively, "Secured Parties"), without the consent of Grantor. Grantor
<br />agrees to notify Grantee and Secured Parties simultaneously of any default by Grantee and give Secured
<br />Parties the same right to cure any default. If a termination, disaffirmation or rejection of this Agreement
<br />by Grantee shall occur, pursuant to any laws (including any bankruptcy or insolvency laws), or if Grantor
<br />shall terminate this Agreement for any reason, Grantor will notify Secured Parties promptly and Grantor
<br />shall enter into a new easement agreement with any such Secured Party upon the same terms of this
<br />Agreement, without requiring the payment of any additional fees. If any Secured Party shall succeed to
<br />Grantee's interest under this Agreement, such Secured Party shall have no liability for any defaults of
<br />Grantee accruing prior to the date that such Secured Party succeeds to such interest. Grantor will enter into
<br />modifications of this Agreement reasonably requested by any Secured Party. Grantor hereby waives any
<br />and all lien rights it may have, statutory or otherwise, in and to the Easements and/or the Facilities or any
<br />portion thereof. Grantor acknowledges that Secured Parties are third -party beneficiaries of this Agreement.
<br />11. Assignment. Grantee may assign or transfer this Agreement and all or any part of the Easements without
<br />the prior consent of Grantor. Upon assignment, Grantee shall be relieved of all liabilities and obligations
<br />under this Agreement, provided that the recipient of such assignment agrees to be bound by the terms of
<br />this Agreement. Grantee shall also have the right to lease or sublet the Easement Premises without the prior
<br />consent of Grantor.
<br />12. Casualty and Condemnation. If, prior to the expiration of the Term, all or any material portion of
<br />Grantor's Property is damaged or destroyed by fire or other casualty, or taken by governmental authority,
<br />Grantee may, in its sole discretion, terminate this Agreement upon written notice to Grantor. If Grantee
<br />does not elect to exercise its option to terminate this Agreement as aforesaid, this Agreement shall remain
<br />in full force and effect. In the event of any condemnation of the Easements in whole or in part, Grantee
<br />shall be entitled to file claims against the condemning authority for, and to receive the value of the portion
<br />of Grantor's Property so taken on which the Easements are located, business dislocation expenses and any
<br />other award or compensation to which Grantee may be legally entitled. Grantor hereby assigns to Grantee
<br />4
<br />Easement Agreement
<br />WEC-FL-78
<br />Sea Oaks
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