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a
<br />Form Approved by VP -Law
<br />r
<br />02-24478 .
<br />10. TO THE FULLEST EXTENT PERMITTED BY LAW, PERMITTEE SHALL
<br />INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS RAILROAD AND
<br />RAILROAD'S AFFILIATED COMPANIES, PARTNERS, SUCCESSORS,
<br />ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS,
<br />SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY,
<br />"INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS,
<br />LIABILITIES, FINES, PENALTIES, COSTS, DAMAGES, LOSSES, LIENS,
<br />CAUSES OF ACTION, SUITS DEMANDS, JUDGMENTS AND EXPENSES
<br />(INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS' FEES
<br />AND COSTS OF INVESTIGATION) (COLLECTIVELY "LIABILITIES") OF
<br />ANY NATURE, HIND OR DESCRIPTION OF ANY PERSON OR ENTITY
<br />DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING FROM OR
<br />RELATED TO (IN WHOLE OR IN PART):
<br />(i) THIS AGREEMENT,
<br />(ii) ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS
<br />AGREEMENT,
<br />(iii) PERMITTEE'S OCCUPATION AND USE OF THE PREMISES, OR
<br />(iv) ANY ACT OR OMISSION OF PERMITTEE OR PERMITTEE'S
<br />OFFICERS, AGENTS, INVITEES, EMPLOYEES, OR CONTRACTORS,
<br />OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF
<br />THEM, OR ANYONE THEY CONTROL OR EXERCISE CONTROL
<br />OVER,
<br />EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN
<br />WHOLE OR IN PART, ANY NEGLIGENCE OF ANY INDEMNITEE. THE
<br />ONLY LIABILITIES WITH RESPECT TO WHICH PERMITTEE'S
<br />OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY ARE
<br />LIABILITIES TO THE EXTENT PROXIMATELY CAUSED BY THE GROSS
<br />NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE.
<br />11. Neither Permittee, nor the heirs, legal representatives, successors or assigns of Permittee,
<br />nor any subsequent assignee, shall assign or transfer this Agreement or any interest
<br />herein, without the prior written consent and approval of Railroad, which may be
<br />withheld in Railroad's sole discretion.
<br />12. All questions concerning the interpretation or application of provisions of this Agreement
<br />shall be decided according to the laws of the State of Texas.
<br />4 ;�
<br />-3-
<br />Form 430; Rev. 06/06/02
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