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Temporary Construction Easement Tract and to restore the Temporary Construction Easement Tract as required by
<br /> Section 8 below.
<br /> 3. USE BY GRANTEE. In no event shall Grantee change, or permit any change to, the location of the
<br /> Easement Tracts or any improvements therein,without prior written consent of Grantor, which consent shall not be
<br /> unreasonably withheld. Grantor shall not block,close,or impede the free flow of traffic to,from or across the Easement
<br /> Tracts or erect or permit the erection of any barriers,obstructions or other improvements on orwithin the Easement Tracts
<br /> that unreasonably interfere with the use thereof by Grantee or its tenants, assignees, licensees, agents, employees,
<br /> customers,contractors,and invitees for the purposes contemplated in this Agreement.
<br /> 4. RESERVATION OF RIGHTS. Notwithstanding the grant of the foregoing easements to Grantee
<br /> hereunder, Grantor expressly reserves the right to use the Easement Tracts in any manner which does not materially
<br /> interfere with Grantee's exercise of its rights hereunder. Except as expressly provided in this Agreement,Grantee shall
<br /> not build,construct,or install(or permit to be built,constructed,or installed)any permanent improvements,structures,
<br /> fences,foliage or vegetation, or other improvements of any nature or description on, upon, under, over or across the
<br /> Easement Tracts.
<br /> 5. COMPLIANCE WITH LAWS. Grantee, in the exercise of its rights hereunder, shall comply with all
<br /> applicable laws, regulations and ordinances and shall act in a manner so as not to unreasonably interfere with by
<br /> Grantor's use of its real property adjacent to the Easement Tracts.
<br /> 6. NOTICE. All notices or other communication herein required or permitted shall be in writing and given
<br /> by personal delivery or sent by(i)registered or certified mail return receipt requested,postage prepaid,or(ii)nationally
<br /> recognized overnight courier service, addressed as first set forth above (unless written notice of change thereof is
<br /> provided). Notice shall be deemed received on the earlier of(i) actual receipt, (ii)three (3)business days after deposit
<br /> in the U.S. Mail, or (iii) the first business day after deposit with an overnight courier, upon receipt of proof of
<br /> transmission. Any notice or communication not received because of a change of address,without notice to the other
<br /> party thereof,or refusal to accept delivery,shall be deemed received, notwithstanding the same,as set forth above.
<br /> 7. GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor represents and warrants that(i)Grantor
<br /> is the owner in fee simple of the Easement Tracts; (ii)Grantor has full right and authority to enter into this Agreement
<br /> and to grant the easements contemplated hereby;(iii)neither the execution of this Agreement by Grantor nor the grant
<br /> of the easements contemplated hereby will conflict with or result in a breach of any note or other evidence of
<br /> indebtedness,any contract,mortgage,lease or other agreement or instrument by which either Grantor or the Grantor's
<br /> adjacent property is bound; and (iv) upon full execution, this Agreement will constitute the valid and legally binding
<br /> obligation of Grantor and be enforceable against Grantor in accordance with its terms.
<br /> 8. MANNER OF PERFORMANCE; RESTORATION OF TEMPORARY CONSTRUCTION EASEMENT TRACT.
<br /> Grantee's rights hereunder shall be exercised (i) in a good and workmanlike manner; and (ii) in compliance with all
<br /> applicable laws,regulations and codes. Upon expiration of the Term,Grantee shall repair any damage to the Temporary
<br /> Construction Easement Tract caused by Grantee or its employees, agents,contractors, invitees,or licensees, and shall
<br /> otherwise restore the Temporary Construction Easement Tract to the condition in which it existed on the Effective Date.
<br /> 9. MISCELLANEOUS. This Agreement embodies the entire understanding of the parties with respect to
<br /> the subject matter hereof. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto
<br /> and their respective successors and assigns. This Agreement and the terms and provisions hereof shall be deemed
<br /> covenants running with the land for all purposes and may be amended or modified only by an instrument in recordable
<br /> form, executed by all parties hereto. Nothing contained in this Agreement shall be deemed to create a gift or be
<br /> deemed a dedication of any portion of the Easement Tracts to the general public or for any public use or purpose
<br /> {00186687.DOCX;1}
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