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Section 10. ALTERATIONS AND IMPROVEMENTS; CLEARANCES.
<br />A. No alterations, improvements or installations may be made on the 1
<br />prior consent of Lessor. Such consent, if given, shall be subject to the needs and
<br />Lessor in the operation of its Railroad and to such other conditions as Lessor determi
<br />events such consent shall be conditioned upon strict conformance with all appl
<br />requirements and Lessor's then-current clearance standards.
<br />B. All alterations, improvements or installations shall be at Lessee's sole
<br />nises ithout the
<br />juirem nts of the
<br />to im se. ln all
<br />)le go ernmental
<br />st and 4xnense.
<br />C. Lessee shall comply with Lessor's then-current clearance standards, xcep
<br />do so would cause Lessee to violate an applicable governmental requirement, or (ii) f r any
<br />or device in place prior to Lessee taking possession of the Premises if such imp ovem
<br />complied with Lessor's clearance standards at the time of its installation.
<br />D. Any actual or implied knowledge of Lessor of a violation of the c
<br />of this Lease or of any governmental requirements shall not relieve Lessee of the
<br />with such requirements, nor shall any consent of Lessor be deemed to be a r
<br />compliance.
<br />Section 11. AS-IS.
<br />where to
<br />irovement
<br />or device
<br />uirements
<br />o comply
<br />n of such
<br />Lessee accepts the Premises in its present condition with all faults whethe patent or
<br />latent, and without warranties or covenants, express or implied. Lessee acknowledg s that ssor shall
<br />have no duty to maintain, repair or improve the Premises.
<br />Section 12. RELEASE AND INDEMNITY.
<br />A. As a material part of the consideration for this Lease, Lessee, to the ext nt it may
<br />lawfully do so, waives and releases any and all claims against Lessor for, and agrees t indemn , defend
<br />and hold harmless Lessor, its affiliates, and its and their officers, agents and empl ees ("I emnified
<br />Parties") from and against, any loss, damage (including, without limitation, puniti e or co equential
<br />damages), injury, liability, claim, demand, cost or expense (including, without limita ion, atto eys' fees
<br />and court costs), fine or penalty (collectively, "Loss") incurred by any person includin , without
<br />limitation, Lessor, Lessee, or any employee of Lessor or Lessee) (i) for personal injury property
<br />damage caused to any person while on or about the Premises, or (ii) arising from or r lated to y use of
<br />the Premises by Lessee or any invitee or licensee of Lessee, any act or omission of essee, i s officers,
<br />agents, employees, licensees or invitees, or any breach of this Lease by Lessee.
<br />B. The foregoing release and indemnity shall apply regardless o any gligence,
<br />misconduct or strict liability of any Indemnified Party, except that the indemnity, onl , shall n t apply to
<br />any Loss determined by final order of a court of competent jurisdiction to have been caused y the sole
<br />active direct negligence of any Indemnified Party.
<br />C. Where applicable to the Loss, the liability provisions of any contract
<br />Lessee covering the carriage of shipments or trackage serving the Premises shall I
<br />shall supersede the provisions of this Section 12.
<br />D. No provision of this Lease with respect to insurance shall limit the
<br />and indemnity provisions of this Section 12.
<br />essor and
<br />Loss and
<br />of ffie release
<br />9?
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