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4. Grantee ’s Obligations of Maintenance and Repair . Grantee agrees, at its sole
<br />expense, to keep, maintain and repair the road easement area in a clean and safe condition, free of
<br />all debris, parking and improvements;
<br />S. Use Indemnity. Grantee will defend, indemnify and hold Grantor harmless from and
<br />against all actions, causes of action, claims, costs, damages, expenses (including reasonable
<br />attorneys* fees and expert and other fees and expenses), fines, judgments, liens, penalties,
<br />obligations, and suits arising out of, relating to or resulting from Grantee ’s and Grantee ’s
<br />employees, agents, rq)resentatives, licensees, and invitees, and their successors and assigns use of
<br />the rcMd easonent, excqit for the negligence or misconduct of Grantor, its employees, board
<br />members, agents, representatives, licensees, and invitees, and their successors and assigns.
<br />6. Construction Indemnity. Grantee will defend, indemnify and hold Grantor harmless
<br />from and against all actions, causes of action, claims, costs, damages, expenses (including
<br />reasonable attorneys ’ fees and expert and other fees ukI expenses), fines, judgments, liens,
<br />penalties, obligations, and suits arising from the construction of the road and utility easement by
<br />Grantee, its employees, agents, representatives, licensees, and invitees, and their successors and
<br />assigns.
<br />7. Access bv Grantor . Grantor, and its officers, agents, employees, contractors,
<br />licensees and invitees, may use the driveway utility easement Area at any time aixl for any purpose,
<br />so long as such use does not interfere with the use of the road easement by Grantee and its agents,
<br />employees, contractors, licensees, and invitees.
<br />8. Miscellaneous Provisions. This Agreement and the attached exhibits embody the
<br />entire agreement between the parties. This Agreement cannot be amended, altered or modified and
<br />no provisions can be waived, excq)t by a written instrument executed by the parties. The headings
<br />and captions of the paragrqihs and sul^Muragraphs of this Agreement are inserted for convenience of
<br />reference only and shall not constitute a part of this Agreement or a limitation on the scope of any
<br />paragraph or subparagraph. Whenever possible, each provision of this Agreement shall be
<br />interpreted in such manner as to be effective and valid under applicable law, but if any provision of
<br />this Agreement is held to be invalid, illegal or unenforceable under any applicable law or rule, such
<br />provision will be ineffective only to the extent of such invalidity, illegality, or unenforceability
<br />without invalidating the remainder of this Agreement. This Agreement shall be construed in
<br />accordance with and governed by the laws of the State of Minnesota. This Agreement may be
<br />executed in two or more counterparts, each of which shall be deemed an original, but all of which
<br />together shall constitute one and the same document
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