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9 <br /> Form Approved o2-24485 <br /> By VP Law <br /> EVEN IF SUCH LIABILITIES ARISE FROM OR ARE AfrTRIBUTED TO, IN <br /> WHOLE OR IN PART, ANY NEGLIGENCE OF ANY INDEMNITEE. THE ONLY <br /> LIABILITIES WITH RESPECT TO WHICH LICENSEE'S OBLIGATION TO <br /> INDEMNIFY THE INDEMNITEES• DOES NOT APPLY ARE LIABILITIES TO <br /> THE EXTENT PROXIMATELY CAUSED BY THE GROSS NEGLIGENCE OR <br /> WILLFUL MISCONDUCT OF AN INDEMNITEE. <br /> (b) FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, <br /> NOTWITHSTANDING THE LIMITATION IN SECTION 19(a), LICENSEE SHALL <br /> AND SHALL CAUSE ITS CONTRACTOR TO NOW AND FOREVER WAIVE <br /> ANY AND ALL CLAIMS, REGARDLESS WHETHER BASED ON THE STRICT <br /> LIABILITY, NEGLIGENCE OR OTHERWISE, THAT .RAILROAD IS AN <br /> "OWNER", "OPERATOR", "ARRANGER", OR "TRANSPORTER" WITH <br /> RESPECT TO THE ACCESS SITE FOR THE PURPOSES OF CERCLA OR <br /> OTHER ENVIRONMENTAL LAWS. LICENSEE WILL INDEMNIFY, DEFEND <br /> AND HOLD THE INDEMNITEES HARMLESS FROM ANY AND ALL SUCH <br /> CLAIMS REGARDLESS OF THE NEGLIGENCE OF THE INDEMNITEES. <br /> LICENSEE FURTHER AGREES THAT THE USE OF THE PREMISES AS <br /> CONTEMPLATED BY THIS LICENSE SHALL NOT IN ANY WAY SUBJECT <br /> LICENSOR TO CLAIMS THAT LICENSOR IS OTHER THAN A COMMON <br /> CARRIER FOR PURPOSES OF ENVIRONMENTAL LAWS AND EXPRESSLY <br /> AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES <br /> HARMLESS FOR ANY AND ALL SUCH CLAIMS. IN NO EVENT SHALL <br /> LICENSOR BE RESPONSIBLE FOR THE ENVIRONMENTAL CONDITION OF <br /> THE PREMISES. <br /> (c) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE FURTHER <br /> AGREES, AND SHALL CAUSE ITS CONTRACTOR TO AGREE <br /> REGARDLESS OF ANY NEGLIGENCE OR ALLEGED NEGLIGENCE OF ANY <br /> INDEMNITEE, TO INDEMNIFY, AND HOLD HARMLESS THE INDEMNITEES <br /> AGAINST AND ASSUME THE DEFENSE OF ANY LIABILITIES ASSERTED <br /> AGAINST OR SUFFERED BY ANY INDEMNITEE UNDER OR RELATED TO <br /> THE FEDERAL EMPLOYERS' LIABILITY ACT ("FELA") WHENEVER <br /> EMPLOYEES OF LICENSEE OR ANY OF ITS AGENTS, INVITEES, <br /> CONTRACTORS CLAIM OR ALLEGE THAT THEY ARE EMPLOYEES OF <br /> ANY INDEMNITEE OR OTHERWISE. THIS INDEMNITY SHALL ALSO <br /> EXTEND, ON THE SAME BASIS, TO FELA CLAIMS BASED ON ACTUAL OR <br /> ALLEGED VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL LAWS OR <br /> REGULATIONS, INCLUDING BUT NOT LIMITED TO THE SAFETY <br /> APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL <br /> HEALTH AND SAFETY ACT. THE RESOURCE CONSERVATION AND <br /> RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE. <br /> (d) Upon written notice from Licensor. Licensee agrees to assume the defense of <br /> any lawsuit or other proceeding brought against any Indemnitee by any entity. <br /> relating to any matter covered by this License for which Licensee has an <br /> obligation to assume liability for and/or save and hold harmless any Indemnitee. <br /> Licensee shall pa: all costs incident to such defense. including. but not limited to. <br /> attorneys' fees. investigators' fees. litigation and appeal expenses. settlement <br /> payments. and amounts paid in satisfaction of judgments. 54 <br /> 6 of 13 Form <br />