Submission Packet 912

Easement Area. To the extent the loss, damage, liability, etc. experienced by Grantor is not covered by the Grantee’s insurance policies described above (whether or not such policy is actually catried by the Grantee), Grantee (the "Indemnitor") will pay, and to the full extent of the law, indemnify, defend and save harmless the Grantor (the "Indemnitee") from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from: (i) any use or condition of the Retaining Wall, and (ii) any negligence or tortious acts of the Indemnitor or any its contractors, agents or employees. 10. In the event any provision or portion of this Declaration is held by any court of competent jurisdiction to be invalid or unenforceable, such holding will not affect the remainder hereof, and the remaining provisions shall continue in full force and effect at the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof. 11. In the event of any litigation, arbitration or other dispute resolution proceeding in connection with, relating to or arising from this easement, the prevailing party, as determined by the court, arbitrator or other authority having direction over the proceeding, shall be entitled to recover from the other party the reasonable documented out of pocket expenses, including without limitation, reasonable attorneys’ fees, incurred by the prevailing party, in such proceeding or in any subsequent proceeding to collect or enforce the judgment or other remedy entered in favor of the prevailing party. 12. This Declaration may be executed in multiple counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same instrument. 13. This Declaration constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings of the parties with respect to said subject matter. This Declaration may not be amended unless each of the parties hereto, or the successors or assigns of such parties, as may be applicable from time to time, execute a written agreement amending this Declaration which specifically references the terms and

parties hereto, or the successors or assigns of such parties, as may be applicable from time to time, execute a written agreement amending this Declaration which specifically references the terms and conditions of this Declaration that said amendment is modifying. Said amendment shall not be effective until recorded in the real property records Clerk/Register of Essex County. 14. The laws of the State of New Jersey shall govern the validity, performance and enforcement of this Declaration without giving effect to its conflict of laws principles. The invalidity, illegality or unenforceability of any provision hereof shall not affect or impair any other provision.