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LandRail Agreement No. 406631
<br />Revision Date: March 22, 2010
<br />C. Assignment: This License and all of the provisions herein contained shall be
<br />binding upon the Parties hereto, their heirs, executors, administrators, successors and assigns,
<br />and Licensee agrees to supply notice in writing to Licensor of any name changes. Licensee
<br />agrees not to assign this License or any interest therein, without the consent of Licensor in
<br />writing, which consent shall not be unreasonably withheld, and any and every attempted
<br />assignment without prior written consent shall be void and of no effect. In the event of any
<br />assignment, Licensee shall at all times remain fully responsible and liable for the compliance of
<br />all of its obligations under the terms, provisions and covenants.
<br />D. Indemnity:
<br />(1) Licensee acknowledges that persons and property on or near the Road Crossing, whether
<br />during construction, installation, use, maintenance or relocation, are in constant danger of
<br />injury, death or destruction, incident to the operation of the railroad tracks, whether by
<br />Licensor or others, and Licensee accepts this License subject to such dangers.
<br />(2) LICENSEE, AS FURTHER CONSIDERATION AND AS A CONDITION
<br />WITHOUT WHICH THIS LICENSE WOULD NOT HAVE BEEN GRANTED,
<br />AGREES TO INDEMNIFY AND SAVE HARMLESS LICENSOR, OMNITRAX,
<br />INC., THEIR PARENTS AND AFFILIATES, AND THEIR RESPECTIVE
<br />PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES,
<br />OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS,
<br />SHAREHOLDERS AND EMPLOYEES (THE "INDEMNITEES ") AND TO
<br />ASSUME ALL RISK, RESPONSIBILITY AND LIABILITY FOR DEATH OF, OR
<br />INJURY TO, ANY PERSONS, INCLUDING, BUT NOT LIMITED TO, OFFICERS,
<br />EMPLOYEES, AGENTS, PATRONS, INVITEES AND LICENSEES OF THE
<br />PARTIES, AND FOR LOSS, DAMAGE OR INJURY TO ANY PROPERTY,
<br />INCLUDING BUT NOT LIMITED TO, THAT BELONGING TO THE PARTIES
<br />(TOGETHER WITH ALL LIABILITY FOR ANY EXPENSE, ATTORNEYS' FEES
<br />AND COSTS INCURRED OR SUSTAINED BY THE INDEMNITEES, WHETHER
<br />IN DEFENSE OF ANY SUCH CLAIMS, DEMANDS, ACTIONS AND CAUSES OF
<br />ACTION OR IN THE ENFORCEMENT OF THE INDEMNIFICATION RIGHTS
<br />HEREBY CONFERRED) ARISING FROM, GROWING OUT OF, OR IN ANY
<br />MANNER OR DEGREE DIRECTLY OR INDIRECTLY CAUSED BY,
<br />ATTRIBUTABLE TO, OR RESULTING FROM THE GRANT OF THIS LICENSE
<br />OR THE CONSTRUCTION, MAINTENANCE, REPAIR, RENEWAL,
<br />ALTERATION, CHANGE, RELOCATION, EXISTENCE, PRESENCE, USE,
<br />OPERATION, OR REMOVAL OF ANY STRUCTURE INCIDENT THERETO, OR
<br />FROM ANY ACTIVITY CONDUCTED ON OR OCCURRENCE ORIGINATING
<br />ON THE AREA COVERED BY THE LICENSE, INCLUDING ANY TEMPORARY
<br />USAGE AREA, REGARDLESS OF THE NEGLIGENCE OF THE PARTY
<br />SEEKING INDEMNIFICATION.
<br />(3) THE RISKS OF INJURY TO OR DEATH OF PERSONS AND LOSS OR
<br />DAMAGE TO PROPERTY HEREIN ASSUMED BY LICENSEE, SHALL
<br />INCLUDE, BUT SHALL NOT BE LIMITED TO CONTRACTORS, EMPLOYEES,
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