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<br />Dramage Exhibit B 920301Fonn Approved A VP - Law
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<br />when such mjury, death, damage, loss or destruction grows out of or arises from the taking down of any
<br />fence or the moving or disturbance of any other property of the Licensor.
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<br />Section 10.
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<br />INDEMNITY.
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<br />a) As used in this SectIOn, "Licensor" mcludes other railroad compames using the LIcensor's
<br />property at or near the location of the LIcensee's installation and their officers, agents, and employees;
<br />"Loss" includes loss, damage, claIms, demands, actions, causes of action, penaltIes, costs, and expenses of
<br />whatsoever nature, includmg court costs and attorneys' fees, which may result from: (a) mjury to or death
<br />of persons whomsoever (mcludmg the LIcensor's officers, agents, and employees, the Licensee's officers,
<br />agents, and employees, as well as any other person); and (b) damage to or loss or destruction of property
<br />whatsoever (including LIcensee's property and adJacent property and crops, damage to the roadbed,
<br />tracks, eqUIpment, or other property of the Licensor, or property m Its care or custody).
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<br />b) To the extent it may lawfully do so, the Licensee agrees to assume the risk ofloss or damage to
<br />the Dramage Facihty and to mdemnIfy and hold harmless the Licensor from any Loss whIch IS due to or
<br />arises from (i) the installation, constructIon, mamtenance, repaIr, reconstruction, removal, use or eXIstence
<br />of the Drainage Facility and appurtenances thereto, or any part thereof, including any break m the
<br />Dramage Facihty wall or structure or any leakage, flow of water or flooding from the Drainage Facihty,
<br />or (ii) Licensee's failure to comply with or perform any of the terms and conditions set forth m thIS
<br />Agreement, except to the extent that the Loss is caused by the sole and dIrect negligence of the LIcensor;
<br />proVIded, however, that the foregomg indemnIfication prOVIsions shall not apply to any claims, damages,
<br />costs and expenses that have been fully compensated for through the insurance reqUIred of LIcensee m
<br />ExhibIt B-1, or required of Licensee's contractor under the separate Contractor's Right of Entry
<br />Agreement.
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<br />c) Any hability of eIther party hereunder to one of ItS employees under any Workers' Compensation
<br />Act or the Federal Employers' Llabiltty Act shall not be questioned or in any way challenged by the other
<br />party, nor shall any Jury or court findmgs, resulting from any employee's SUIt against either party pursuant
<br />to any such Act(s), be rehed upon or used by eIther party in any attempt to assert common law liabihty
<br />against the other.
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<br />Section 11.
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<br />WAIVER OF BREACH.
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<br />The waiver by the LIcensor of the breach of any condition, covenant or agreement herem
<br />contamed to be kept, observed and performed by the LIcensee shall m no way impair the nght of the
<br />LIcensor to avaIl itself of any remedy for any subsequent breach thereof.
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<br />Section 12.
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<br />AGREEMENT NOT TO BE ASSIGNED.
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<br />The LIcensee shall not aSSIgn this Agreement, In whole or in part, or any nghts herein granted,
<br />WIthout the written consent of the LIcensor, and it is agreed that any transfer or assignment or attempted
<br />transfer or aSSIgnment of this Agreement or any of the nghts herein granted, whether voluntary, by
<br />operation of law, or otherwise, WIthout such consent in wntmg, shall be absolutely void and, at the optIOn
<br />of the Licensor, shall terminate this Agreement.
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<br />Section 13.
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<br />SUCCESSORS AND ASSIGNS.
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<br />Subject to the proVIsions of Section 12 hereof, this Agreement shall be bmding upon and inure to
<br />the benefit of the partIes hereto, theIr heirs, executors, admmIstrators, successors and assigns.
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<br />Drainage,Exb
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<br />Exhibit 8
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