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Grantee hereby agrees, and all parties by virtue of their of use of the Easement shall be <br />deemed to have agreed, to jointly and severally indemnify, defend and hold harmless <br />Grantor (and all of its members, officers, directors, employee, successors and assigns) <br />from and against any and all liabilities, damages, claims, costs or expenses whatsoever <br />(including all reasonable attorneys' fees and costs whether or not suit be brought and at <br />any trial court level or any appeals taken therefrom) arising from, growing out of or <br />connecting in any way with failure of Grantee to maintain the Easement Parcel or the <br />exercise of Grantee's rights under this Agreement. Grantee shall, at all times, secure and <br />keep in force, at Grantee's sole cost and expense, comprehensive liability insurance for <br />bodily injury, personal injury or death and insurance for damage to any property, which <br />policy(ies) name Grantor as an additional insured. <br />9. Enforcement. The provisions of this Agreement may be enforced by all <br />appropriate actions at law and in equity against any party violating or attempting to <br />violate any provision of this Agreement. The prevailing party in any such actions shall be <br />entitled to recover reasonable attorney' fees or costs incurred at all trial and appellate <br />levels. The laws of the State of Florida shall govern the interpretation, validity, <br />performance, and enforcements of this Agreement, and venue for any action brought <br />under this Agreement shall be in Miami -Dade County, Florida. <br />10. Construction. The section headings contained in this Agreement are for <br />reference purposes only and shall not affect the meaning or interpretation hereof. The <br />terms of this Agreement shall not be more strictly construed against any one of the parties <br />hereto as a result of the party who drafted same. In constructing this Agreement, the <br />singular shall be held to include the plural, the plural shall be held to include the singular, <br />and reference to any particular gender shall be held to include every other and all <br />genders. <br />11. Notices. Any and all notices required or desired to be given hereunder <br />shall be in writing and shall be deemed to be duly given when delivered by hand or three <br />(3) business days after deposit in the United States Mail, by registered or certified mail, <br />return receipt requested, postage pre -paid, and addressed to the applicable party to the <br />address for such party set forth at the top of this Agreement (or to such other address as <br />either party shall hereafter specify to the other in writing). <br />12. Severability.In the event any term or provision of this Agreement is <br />determined by appropriate judicial authority to be illegal or otherwise invalid and <br />unenforceable, the remainder of this Agreement shall remain enforceable to the fullest <br />extent permitted by law. <br />13. Successors and Assigns. This Agreement shall be binding upon and inure <br />to the benefit of the parties hereto and their respective successors and assigns. Grantor <br />acknowledges that this Agreement is assignable by Grantee without the consent of <br />Grantor; however, an assignment by Grantee shall not serve to release Grantee of its <br />obligations under this Agreement including but not limited to the indemnification or <br />insurance requirements pursuant to Section 8 of this Agreement. Grantee may assign its <br />3 <br />