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I IIIIII VIII IIIIII IIID VIII VIII) VIII III IIID IIII III) Pa 05528155ge: 5 of 43
<br />1.45f
<br />Kay Wainland Routt County, CO EASEMENT R 216.00 0 0.00
<br />Grantor shall defend, Indemnify and save harmless Grantee, its joint ventures,
<br />partners, and affiliated entitles, and each of their respective employees, officers,
<br />directors, shareholders and agents, and their successors and assigns
<br />(collectively referred to as "Grantee Entities"), from and against any and all
<br />Liabilities, as may be asserted, brought, levied, ordered or imposed against
<br />-Grantee Entities on account of any bodily injury or death to any person or
<br />persons, damage or injury to, destruction, loss, or loss of value of, any property
<br />or interest (tangible or intangible) of any person or persons, including that of
<br />either parry hereto; any damage or injury to, destruction, loss, or loss of use. or
<br />value of, natural resources or the environment, including any response, removal
<br />or remedial action and any violation of or obligation under any federal, state or
<br />local law, regulation, rule or ordinance, to the extent such may arise out of or -be
<br />caused by, be the result of or related to, -directly or indirectly, the negligent, illegal
<br />or wrongful acts, and omissions of Grantor, its employees, agents, contractors,
<br />subcontractors, licensees and suppliers. Grantor's obligations hereunder shall
<br />include Liabilities asserted under any legal theory, including without limitation,
<br />common law, statutory or administrative law, contract, tort, negligence; breach of
<br />warranty, strict liability, contribution, indemnity, subrogation, or equitable
<br />doctrines or remedies, and any Liabilities .Incurred in connection with or as a
<br />result of any settlements, awards, judgments or insurance or other recoveries.
<br />Notwithstanding anything to the contrary herein, Grantor shall not assume and
<br />shall have no liability for the negligence or intentional wrongful acts of Grantee or
<br />the Grantee entlties.
<br />9. Grantee acknowledges that it is taking its rights, title- and Interests to the
<br />Easement Lands subject to all valid existing third party rights, e.g.: all prior oil
<br />and gas leases; all prior coal leases; all prior agricultural leases; all prior
<br />conveyances of record of interests in the Easement Lands, or of any rights, titles
<br />or Interests herein; reservations of rights to drill for oil, gas, coal, water and other
<br />minerals contained in instruments of record; all exceptions, reservations,
<br />condltions, rights, privileges, easements, encumbrances or rights-of-way as are
<br />contained within prior instruments of record affecting the Easement Lands or as
<br />are apparent from an inspection of the Easement Lands; and any discrepancies,
<br />conflicts In boundary lines, shortage of area, encroachments and any facts which
<br />a correct survey and inspection of the Easement Lands would disclose and which
<br />are not shown by the public records.
<br />10. If the use of the Easement Lands for the purposes stated herein (transmission
<br />and/or distribution of electricity . and any associated communications) is
<br />abandoned, this Agreement shall automatically terminate and Grantee shall
<br />prepare, record and provide Grantor, its'successors and assigns, -with a Release
<br />of Easement Agreement and Quitclaim Deed. Cessation of use of theEasement
<br />Lands for any of the stated purposes for a period of seven (7) years or more shall
<br />be deemed abandonment hereunder.
<br />11. The terms and. conditions of this Agreement shall inure to the benefit of and be
<br />binding upon the parties hereto and their respective successors and assigns.
<br />Grantee may not assign or otherwise transfer this Agreement or any interest
<br />therein without prior written notice to Grantor; provided, however, that notice to
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