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prior written consent of RAILWAY,which consent may be withheld by RAILWAY in its sole discretion. LICENSEE
<br /> accepts the Premises in their current"as is"condition,as suited for the installation and operation of the Facilities,and
<br /> without the benefit of any improvements to be constructed by RAILWAY except insofar as contemplated by Section
<br /> II of this Agreement.
<br /> 3. Construction and Maintenance of the Facilities. LICENSEE shall obtain all necessary permits or
<br /> other approvals necessary for the construction and maintenance of the Facilities. LICENSEE shall construct and
<br /> maintain the Facilities, at its expense, in such a manner as will not interfere with the operations of RAILWAY or
<br /> endanger persons or property of RAILWAY,and in accordance with:(a)plans and specifications shown on Exhibit
<br /> B and any other specifications prescribed by RAILWAY, (b) applicable governmental regulations or laws, and (c)
<br /> applicable specifications adopted by the American Railway Engineering and Maintenance of Way Association when
<br /> not in conflict with plans,specifications or regulations mentioned in (a)and(b)above. LICENSEE and any and all
<br /> of LICENSEE's contractors entering the Premises shall fully comply with applicable roadway worker protection
<br /> regulations. Any modification of the Facilities will require subsequent review and approval by RAILWAY which
<br /> approval will be in the sole and absolute discretion of RAILWAY.
<br /> 4. Indemnification. LICENSEE hereby agrees to indemnify and save harmless RAILWAY, its
<br /> officers, agents and employees, from and against any and all liability, claims, losses,damages,expenses(including
<br /> attorneys'fees)or costs for personal injuries(including death)and/or property damage to whomsoever or whatsoever
<br /> occurring which arises or in any manner grows out of(a) the presence of LICENSEE, its employees, agents and/or
<br /> contractors on or about the Premises,regardless of whether negligence on the part of RAILWAY,its officers,agents
<br /> or employees caused or contributed to said loss of life,personal injury or property loss or damage in whole or in part;
<br /> (b)any allegation that RAILWAY is an employer or joint employer of a LICENSEE or is liable for related employment
<br /> benefits or tax withholdings; or (c) any decision by RAILWAY to bar or exclude LICENSEE from the Premises
<br /> pursuant to the terms of this Agreement.
<br /> 5. Environmental Matters. LICENSEE assumes all responsibility for any environmental obligations
<br /> imposed under applicable laws, regulations or ordinances relating to the installation of the Facilities and/or to any
<br /> contamination of any property,water,air or groundwater arising or resulting from LICENSEE's permitted operations
<br /> or uses of RAILWAY's property pursuant to this Agreement. In addition, LICENSEE shall obtain any necessary
<br /> permits to install the Facilities. LICENSEE agrees to indemnify and hold harmless RAILWAY from and against any
<br /> and all liability,fines,penalties,claims,demands,costs(including attorneys' fees),losses or lawsuits brought by any
<br /> person,company or governmental entity relating to contamination of any property,water,air or groundwater due to
<br /> the use or presence of the Facilities. It is agreed that this indemnity provision extends to any cleanup costs related to
<br /> LICENSEE's activities upon RAILWAY's property and to any costs related to cleanup of the Facilities or to other
<br /> property caused by the use of the Facilities.
<br /> 6. Insurance.
<br /> (a) Without limiting in any manner the liabilities and obligations assumed by LICENSEE
<br /> under any other provision of this Agreement,and as additional protection to RAILWAY,LICENSEE shall,
<br /> at its expense, procure and maintain with insurance companies satisfactory to RAILWAY, the following
<br /> insurance policies:
<br /> (i) A Commercial General Liability Insurance Policy having a combined single limit
<br /> of not less than$2,000,000 per occurrence for all loss,damage,cost and expense, including
<br /> attorneys' fees,arising out of bodily injury liability and property damage liability during the
<br /> policy period. Said policy shall include explosion,collapse,and underground hazard(XCU)
<br /> coverage,shall be endorsed to name RAILWAY as the certificate holder and as an additional
<br /> insured,and shall include a severability of interests provision;and,
<br /> (ii) An original Railroad Protective Liability Insurance Policy naming RAILWAY as
<br /> a named insured and having a combined single limit of not less than $2,000,000 each
<br /> occurrence and$6,000,000 in the aggregate applying separately to each annual period. If the
<br /> project involves track over which passenger trains operate,the insurance limits required are
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