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LandRail Agreement No. 406631 <br />Revision Date: March 22, 2010 <br />OR INVITEES OF EITHER OF THE PARTIES, AND WHETHER OR NOT SUCH <br />INJURY TO OR DEATH OF PERSONS SHALL ARISE UNDER ANY <br />WORKMENS' COMPENSATION ACT OR FEDERAL EMPLOYER'S LIABILITY <br />ACT. <br />(4) LICENSEE SHALL, AT ITS SOLE COST AND EXPENSE, JOIN IN OR <br />ASSUME, AT THE ELECTION AND DEMAND OF LICENSOR, THE DEFENSE <br />OF ANY CLAIMS, DEMANDS, ACTIONS, AND CAUSES OF ACTION ARISING <br />UNDER THIS LICENSE. THE WORD "LICENSOR" AS USED IN THIS <br />INDEMNITY SECTION SHALL INCLUDE THE ASSIGNS OF LICENSOR AND <br />ANY OTHER RAILROAD COMPANY THAT MAY BE OPERATING UPON AND <br />OVER THE TRACKS IN THE VICINITY OF THE LICENSE AREA. <br />(5) AS A PRECONDITION TO LICENSEE'S INDEMNIFICATION <br />OBLIGATIONS UNDER THIS SECTION, THE INDEMNITEES WILL (I) FULLY <br />COOPERATE WITH LICENSEE IN ANY INVESTIGATION AND PROVIDE <br />LICENSEE WITH ALL INFORMATION IN THE POSSESSION OR CONTROL <br />OF THE INDEMNITEES RELATING TO ANY MATTER FOR WHICH THE <br />INDEMNITEES SEEK INDEMNIFICATION, AND (II) PROVIDE LICENSEE <br />WITH TIMELY NOTICE OF ANY MATTER OR INCIDENT FOR WHICH THE <br />INDEMNITEES MAY MAKE A CLAIM FOR INDEMNIFICATION BY <br />LICENSEE. <br />E. Liens: Licensee further indemnifies Licensor against any and all liens that may <br />be placed against Licensor's property in the course of construction of this crossing, and agrees to <br />immediately satisfy any liens so placed. <br />F. Temporary Closure: In the event of an emergency or hazard, at the sole <br />discretion of Licensor, Licensor may temporarily close the Road Crossing to respond to <br />emergency or hazard. <br />G. Currency: Unless otherwise indicated, all currencies and amounts shown on this <br />License are in U.S. dollars. <br />H. Exhibits: All Exhibits attached hereto are incorporated as if fully set forth herein. <br />I. Notice: Notices under this License shall be deemed given when deposited in a <br />U.S. mailbox, First -Class Mail, postage prepaid, address as follows: <br />Licensor: Great Western Railway of Colorado, L.L.C.. <br />c/o LandRail L.L.C. <br />Attn: President of Real Estate <br />50 South Steele, Suite 374 <br />Denver, Colorado 80209 <br />Page 7 of 8 <br />