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6.C. - Page 63 of 147
<br />Agency's material breach of this Agreement, including the material breach of the requirements
<br />of this Section 6, unless and until such material breach has been cured. Notwithstanding
<br />anything to the contrary in this Agreement, a Grantee Agency will not permit access to any third
<br />party (i.e., other than a Grantee Agency's employees and/or authorized agents, contractors and
<br />subcontractors as necessary in connection with activities authorized by this Agreement) to the
<br />Cargill Point Property or Cargill Property, except as otherwise agreed to in writing by Cargill
<br />Point or Cargill, respectively. Cargill Point and/or Cargill may establish and impose rules and
<br />regulations for the use of the Cargill Point Property or Cargill Property for vehicular and/or
<br />pedestrian access from time to time which are reasonably acceptable to Grantee Agencies,
<br />including signage, traffic controls and checkpoints, to confirm such use is only for the purposes
<br />granted in this Agreement and to prevent use of the Cargill Point Property or Cargill Property by
<br />unauthorized Parties. The terms of this Section 6 are collectively referred to in this Agreement
<br />as the "Access Protocols."
<br />7. Disclaimer. Each Grantee Agency agrees that Cargill Point and Cargill will not
<br />be responsible for any loss or theft of, or damage to, any parts, equipment or other property
<br />stored or left on the Cargill Point Property or the Cargill Property by a Grantee or its respective
<br />agents, employees, representatives, contractors and invitees. Each Grantee Agency further
<br />agrees that, except as otherwise provided in this Agreement, Cargill Point and Cargill will not be
<br />responsible for any loss or injury to life or person suffered by a Grantee Agency, its respective
<br />employees, agents, representatives, contractors, guests and invitees while on or about the Cargill
<br />Point Property or Cargill Property, AND AGREES THAT ITS ACCESS, USE AND
<br />OCCUPANCY OF THE CARGILL POINT PROPERTY AND CARGILL PROPERTY IS ON
<br />AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. CARGILL POINT AND
<br />CARGILL MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE CONDITION
<br />OF THE CARGILL POINT PROPERTY OR CARGILL PROPERTY AND EXPRESSLY
<br />DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS
<br />TO THE CONDITION OF THE CARGILL POINT PROPERTY OR CARGILL PROPERTY.
<br />8. Grantee Agencies Operations and Maintenance. Each Grantee Agency shall use
<br />commercially reasonable efforts to keep and maintain the Drainage Facilities in good working
<br />order and in such a manner as to comply with its obligations under this Agreement and
<br />applicable permits, laws and approvals, provided that any breach or other discharge of water
<br />from the Drainage Facilities onto the Cargill Property or the Cargill Point Property due to the
<br />amount of discharged water exceeding the designed capacity of the Drainage Facilities shall not
<br />be deemed a failure to keep and maintain the Drainage Facilities in good working order. The
<br />Grantee Agencies, and each of them, agree to repair any and all damages to the Drainage
<br />Facilities, and to correct any violations of applicable permits, laws and approvals as necessary
<br />for these improvements to perform their intended functions and to comply with such applicable
<br />permits, laws and approvals, and should a Grantee Agency fail, neglect, or refuse to repair such
<br />damage or correct any such violations after sixty (60) days' written notice from Cargill Point or
<br />Cargill of such damage, or, if such repairs or violations cannot reasonably be made or corrected
<br />within sixty (60) days, then within a reasonable time period, in that event Cargill Point or
<br />Cargill, without any obligation to do so, may perform such repairs or correct such violations at
<br />the Grantee Agencies' expense, which expense the Grantee Agencies, and each of them, agree to
<br />pay to Cargill Point or Cargill, as applicable, upon demand. Notwithstanding the foregoing, the
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