5.0. EDSR 04-10-2006 - Laserfiche WebLink

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5. The Parties hereto understand that this Agreement in no way constitutes a waiver by Northern of its rights to enjoy its Easement. 6. It is expressly agreed to by and between the parties hereto that if Owner is in material violation of any terms or conditions set forth in this Agreement, Northern, at its option, may terminate this Agreement upon thirty (30) days' notice to the Owner and Owner's failure to cure such violation; provided that, if the nature of such violation is such that it requires more than 30 days to cure, Owner shall have such reasonable additional period to cure as long as owner is diligently pursuing such cure. In the event of such termination, Owner shall immediately remove any and all of said Encroachment which may be situated on the Easement, or if Owner fails to remove any and all of said Encroachment, Northern may, at its option, remove said Encroachment at the expense of Owner and without any liability whatsoever. It is further agreed that the failure by Northern to exercise such option as to any such violation shall not constitute a waiver of Northern's future right to exercise such option as to the same or any future violation. Notwithstanding the foregoing or anything else herein to the contrary, during the time that the EDA is the "Owner" of the Owned Premises, Northern shall have no right to remove the Encroachment or require the EDA to remove the Encroachment without the EDA's prior written consent. 7. The provisions of the Easement, and all rights, powers, privileges, and duties, obligations, and liabilities created thereby, remain in full force and effect and are not affected hereby except to the extent and in the manner set forth above. 8. The Owner (which for purposes of this section shall exclude the EDA) of the Owned Premises agrees to indemnify, defend and hold Northern, its parent and affiliated companies, and the directors, officers and employees of any such corporate entities harmless from and against any liability, damage, claims, loss, cause of action, suit, proceeding, judgment, cost (including the cost or expense of environmental response, removal or remediation activities), fees or expense, including reasonable attorney's fees arising from: (1) non-compliance with any laws, regulations and orders applicable to the ownership or the operation and maintenance of the said Encroachment on the Owned Premises described herein, and (2) any incidents, acts, releases, negligence, transactions or omissions by Owner, or conditions on or affecting the Easement created by Owner that would (i) contribute to or constitute a violation of any local, state or federal environmental rule, regulation, law orjudicial order, (ii) result, in whole or in part, in any requirement to clean up or otherwise remedy or remediate a condition, (iii) give rise to any lien, liability, injunction, order, restriction, claim, expense, damage, fine or penalty, or (iv) adversely affect human health or the environment at or near the Easement. 9. This instrument and the covenants and agreements herein contained shall extend to and be binding upon the heirs, executors, administrators, successors, and assigns of the parties and the benefits of this Agreement shall run with the land. IN WITNESS WHEREOF, the parties have executed this instrument the day and year first above written. "NORTHERN" NORTHERN NATURAL GAS COMPANY By Glen R. Hass Agent and Attorney in Fact STATE OF NEBRASKA ) )SS COUNTY OF DOUGLAS ) "OWNER" ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER Name: Its: The foregoing instrument was acknowledged before me, a Notary Public duly commissioned and qualified in and for said county and state, on this day of 2005 by Glen R. Hass, the Aeent and Attorney-in-Fact of Northern Natural Gas Company. 1840432v4