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E. The City hereby grants K-C a license to use a corridor for ingress and egress along <br /> Railway Avenue(West)for access to the Retained Property used for the scale-house and primary <br /> hog fuel storage and chip storage for as long as K-C retains ownership of the Retained Property. <br /> The City may designate an alternative corridor to the Retained Property used for the scale house <br /> and primary hog fuel and chip storage upon reasonable written notice to K-C. <br /> 3. TERMINATION <br /> The City may terminate this Agreement: <br /> 1) Upon thirty (30) days' written notice for breach of this Agreement by K-C, which <br /> breach then remains uncured; <br /> 2) Upon sale, transfer or conveyance of K-C's Everett Mill to a third party unrelated to <br /> K-C, provided that refinancing, reorganization or corporate structuring other than a <br /> merger with or acquisition by a third party unrelated to K-C shall not be considered a <br /> sale, transfer or conveyance for the purpose of this termination provision; or <br /> 3) A permanent closure or shut down of K-C's Everett Mill(other than in connection with <br /> maintenance or installation of new equipment). <br /> 4. INDEMNIFICATION <br /> Each party shall indemnify, hold harmless and, upon the request of the other party, defend <br /> the other party from any and all claims and legal actions or any kind for damages or other relief <br /> brought by a third party arising out of the indemnifying party's conduct related to its enjoyment or <br /> performance of this Agreement. In the event both Parties are at fault, then each party shall be <br /> responsible for, and indemnify the other party,for its proportionate share of defense costs(including <br /> reasonable attorney's fees, court costs and expert fees) and any settlement, judgment or <br /> administrative action. <br /> 5. MISCELLANEOUS <br /> A. No Assignment <br /> The obligations of this Agreement are personal to the Parties and may not be assigned, <br /> conveyed or transferred. <br /> B. No Interest or Estate <br /> K-C expressly agrees that K-C does not and shall not claim at any time any interest or estate <br /> of any kind or extent whatsoever in the above-described Riverside Property of the City by virtue of <br /> the rights granted under this Agreement or K-C's occupancy or use of the above-described <br /> Riverside Property of City under this Agreement. <br /> C. Severability <br /> If any provision of this Agreement is held to be invalid, such invalidity shall not affect any <br /> other provision hereunder; provided, however, the Parties shall negotiate in good faith any <br /> amendments to this Agreement necessary to effect the Parties' original intent. <br /> -2 - <br />