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FILE: OC-285
<br />Licensee shall indemnify, defend (by counsel acceptable to OCTA) and hold harmless the
<br />Indemnitees (as defined in Section 14) from and against all loss, liability, claim, damage, cost or expense
<br />(including without limitation, any fines, penalties, judgments, litigation expenses, attorneys' fees, and
<br />consulting, engineering, and construction fees and expenses) Incurred by Indemnitees as a result of (a)
<br />Licensee's breach of any prohibition or provision of this Section or (b) any release of Hazardous Materials
<br />upon or from the Facility or the OCTA Property or contamination of the OCTA Property (i) which occurs
<br />due to the use and occupancy of the Facility or the Licensed Property by Licensee or Licensee's Parties,
<br />or (ii) which is made worse due to the act or failure to act of Licensee or Licensee's Parties.
<br />The foregoing indemnity shall be effective regardless of any negligence (whether active, passive,
<br />derivative, joint, concurring or comparative) on the part of Indemnitees, unless caused solely by the
<br />negligence or willful misconduct of Indemnitees; shall survive termination of this Agreement; and is in
<br />addition to any other rights or remedies which Indemnitees may have under the law or under this
<br />Agreement.
<br />In addition, in the event of any release on or contamination of the OCTA Property and/or any
<br />adjacent property, whether or not owned by OCTA, Licensee, at its sole expense, shall promptly take all
<br />actions necessary to clean up all such affected property and to return the affected property to the condition
<br />existing prior to such release or contamination, to the satisfaction of OCTA and any governmental
<br />authorities having jurisdiction thereover.
<br />Upon the termination of this Agreement at any time and for any reason, Licensee shall, prior to the
<br />effective date of such termination, clean up and remove all Hazardous Materials in, on, under and/or about
<br />the OCTA Property, which Licensee or Licensee's Parties caused or permitted to be brought upon the
<br />OCTA Property, in accordance with the requirements of all Environmental Laws and to the satisfaction of
<br />OCTA and any governmental authorities having jurisdiction thereover.
<br />19. Underground Storage Tanks. NEITHER LICENSEE NOR LICENSEE'S PARTIES SHALL
<br />INSTALL OR USE ANY UNDERGROUND STORAGE TANKS ON THE LICENSE PROPERTY.
<br />20. Subordinate Rights. This Agreement is subject and subordinate to the prior and continuing right
<br />and/or obligation of OCTA, SCRRA, Amtrak, BNSF and their successors and assigns, to use the OCTA
<br />Property in the exercise of its powers and in the performance of its duties, orfor any other purpose including
<br />but not limited to those as a public transportation body. Accordingly, there is reserved and retained unto
<br />OCTA, its successors, assigns and permittees, the right to construct, reconstruct, maintain and use existing
<br />and future rail tracks, facilities and appurtenances and existing and future transportation, communication,
<br />pipeline and other facilities and appurtenances in, upon, over, under, across and along the OCTA Property,
<br />and to otherwise use the OCTA Property, and in connection therewith the right of OCTA, its successors
<br />and assigns, to grant and convey to others, rights to and interests in the OCTA Property on the License
<br />Property and in the vicinity of the Facility. This Agreement is subject to all licenses, leases, easements,
<br />restrictions, conditions, covenants, encumbrances, liens, claims and other matters of title ("Title
<br />Exceptions") which may affect the OCTA Property now or hereafter, and no provision of this Agreement
<br />shall be construed as a covenant or warranty against the existence of any such present or future Title
<br />Exceptions, whether or not arising out of the actions of OCTA, its successors or assigns. OCTA makes no
<br />representations or warranties of any kind with regard to title to the License Property.
<br />21. Compliance with Laws. Licensee shall comply with all applicable federal, state and local laws,
<br />regulations, rules and orders in its work on, or maintenance, inspection, testing or use of, the Facility and
<br />the License Property. OCTA may enter the License Property to inspect the Facility at any time, upon
<br />provision of reasonable notice of inspection to Licensee. Licensee shall obtain all required permits or
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<br />1487338.1
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