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Section 10. ALTERATIONS AND IMPROVEMENTS; CLEARANCES.
<br />A. No alterations, improvements or installations may be made on the Premises without the
<br />prior consent of Lessor. Such consent, if given, shall be subject to the needs and requirements of the
<br />Lessor in the operation of its Railroad and to such other conditions as Lessor determines to impose. In all
<br />events such consent shall be conditioned upon strict conformance with all applicable governmental
<br />requirements and Lessor's then-current clearance standards.
<br />B. All alterations, improvements or installations shall be at Lessee's sole cost and expense.
<br />C. Lessee shall comply with Lessar's then-current clearance standards, except (i) where to
<br />do so would cause Lessee to violate an applicable governmental requirement, or (ii) for any improvement
<br />or device in place prior to Lessee taking possession of the Premises if such improvement or device
<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 clearance requirements
<br />of this Lease ar of any governmental requirements shall not relieve Lessee of the obligation to comply
<br />with such requirements, nor shall any consent of Lessor be deemed to be a representation of such
<br />compliance.
<br />Section 11. AS-IS.
<br />Lessee accepts the Premises in its present condition with all faults, whether patent or
<br />latent, and without warranties or covenants, express or implied. Lessee acknowledges that Lessor 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 extent it may
<br />lawfully do so, waives and releases any and all claims against Lessor for, and agrees to indemnify, defend
<br />and hold harmless Lessor, its affiliates, and its and their officers, agents and employees ("Indemnified
<br />Parties") from and against, any loss, damage (including, without limitation, punitive or consequential
<br />damages), injury, liability, claim, demand, cost or expense (including, without limitation, attorneys' fees
<br />and court costs), fine or penalty (collectively, °Loss") incurred by any person (including, without
<br />limitation, Lessor, Lessee, or any employee of Lessar or Lessee) (i) for personal injury or property
<br />damage caused to any person while on or about the Premises, or (ii) arising from or related to any use of
<br />the Premises by Lessee or any invitee or licensee of Lessee, any act or omission of Lessee, its 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 of any negligence,
<br />misconduct or strict liability of any Indemnified Party, except that the indemnity, only, shall not apply to
<br />any Loss determined by final order of a court of competent jurisdiction to have been caused by the sole
<br />active direct negligence of any lndemnified Party.
<br />C. Where applicable to the Loss, the liability provisions of any contract between Lessor and
<br />Lessee covering the carriage of shipments or trackage serving the Premises shall govern the Loss and
<br />shall supersede the provisions of this Section 12.
<br />D. No provision of this Lease with respect to insurance shall limit the extent of the release
<br />and indemnity provisions of this Section 12.
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