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J <br />b. Indemnification. Grantee shall indemnify and hold Grantor and Grantor's officers, <br />trustees, agents, employees, contractors, and invitees harmless against any liabilities, losses, <br />damages, costs or expenses, including attorney's fees, arising from any claims, action, or <br />proceeding based upon or in any way related to: (i) Grantee's use of the Easement Area or the <br />Grantor's Property; (ii) Grantee's failure to adequately maintain the Facilities; or (iii) the acts of <br />Grantee's officials, employees, contractors, agents, or invitees on or about the Easement Area or <br />the Grantor's Property. Grantee also agrees to promptly discharge, or cause to be discharged, all <br />mechanic's and materialmen's liens asserted against the Easement Area or Grantor's Property that <br />arise out of or in coruiection with the Facilities or Grantee's exercise of its rights granted <br />hereunder. Grantee's indemnification under this paragraph shall survive the expiration or early <br />termination of this Agreement. <br />7. Governing Law. The covenants, conditions, terms, and provisions of this Agreement <br />shall be governed by and construed in accordance with the laws of the State of Indiana. <br />8. Entire Agreement. This Agreement and all exhibits form the entire agreement between <br />the parties with respect to the subject matter of this Agreement and all prior negotiations and <br />agreements with respect to the Easement between the parties, whether written or oral, shall be of <br />no further force and effect. This Agreement may not be modified except by a written document <br />signed by both parties. <br />9. Effective Date. This Agreement shall be effective as of the date set forth at the beginning <br />of this Agreement. <br />[REMAINDER OF PAGE IS INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW] <br />