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<br />I IiIIII IIIiI IIIIII VIII VIII IIIIII VIII Ili IiIII IIII IIII Page: 4 of 08/02/2004 60552$ 01:48;
<br />Kay Welnland Routt County, CO EASEMENT R 216.00 D 0.00
<br />Lands, or cause the grade of the surface of the Easement Lands to be materially
<br />altered without the prior written consent of Grantee. Notwithstanding Grantee's
<br />consent to the placement of any Improvements or conduct of the above-
<br />described excavation or grade -impacting activities, in the event, after such
<br />consent Is given, Grantee reasonably determines that such Improvement,
<br />excavation or change of grade unreasonably interferes ,with or is dangerous to
<br />the Facilities or the operations of Grantee hereunder, then Grantee by written
<br />notice to Grantor may require Grantor to cease such activities immediately and/or
<br />remove or relocate such Improvement, as the case may be, at Grantor's sole
<br />expense. It Is agreed that any withholding of consent based on the National
<br />Electric Safety Code, the National Electric Code or the National Electric
<br />Manufacturers' Association Code shall be reasonable, but Grantee's right to
<br />reasonably withhold consent shall not be limited thereby.
<br />7. Grantee agrees to permit no liens or encumbrances to attach to or remain upon
<br />the Easement Lands as a result of its construction, maintenance, operation, use
<br />and removal of the Facilities and the Easement Lands described herein.
<br />8. All of Grantee's Activities shall be at Grantee's own risk. Grantee shall defend,
<br />indemnify and save harmless Grantor, its joint venturers, partners, and affiliated
<br />entities, and each of their -respective employees, officers, directors, shareholders
<br />and agents, and their successors and assigns (collectively referred to as "Grantor
<br />Entltles"), from and against any and all claims,. demands, losses, damages,
<br />injuries, liabilities, penalties, fines, costs and expenses (Including reasoriablb °
<br />legal fees, costs and disbursements) of whatever nature, kind and quali",
<br />vV .ether fn law or In equity (collectively "Liabilities"), as maybe asserted, broug ,
<br />levied, ordered or imposed against Grantor Entities on account of any bodily
<br />injury or death to any person or persons; damage or injury to, destruction, loss,
<br />or loss of use or value of, any property or interest (tangible or intangible) of any,
<br />person or persons, including that of either parry hereto; any damage or injury to,
<br />destruction, loss, or loss of use or value of, natural resources or the environment,
<br />including any response, removal or remedial action; and any violation of or
<br />obligation under any federal, state or local law, regulation, rale or ordinance, to
<br />the extent such may arise out of or be caused by, be the result of or related to,
<br />directly or indirectly, the negligent, Illegal or wrongful acts, and omissions of
<br />Grantee, Its employees, agents, contractors, subcontractors, licensees and
<br />suppliers in conducting activities hereunder or their presence upon or about the
<br />Easement Lands. In addition, notwithstanding anything to,the contrary, Grantee
<br />shall indemnify and hold harmless the -Grantor Entities with respect to Liabilities
<br />arising out of any unsafe condition of the Easement Lands, or arising out of the
<br />construction or maintenance of the Facilities -by Grantee or its employees,
<br />agents, contractors, subcontractors, licensees and suppliers. Grantee's
<br />obligations hereunder shall include Liabilities asserted under any legal theory,
<br />Including without limitation, common law, statutory or administrative law, contract,
<br />tort, negligence, breach of warranty, strict liability, contribution,- indemnity,
<br />subrogatlon, or equitable doctrines or remedies, and any Liabilities incurred in
<br />connection with or as a result of any settlements, awards, judgments or
<br />insurance or other recoveries. Notwithstanding anything to the contrary herein,
<br />Grantee shall not assume and shall have no liability for the ' negligence or
<br />Intentional wrongful acts of Grantor or the Grantor Entities.
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