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<br />d. GRANTEE shall hold GRANTOR harmless from any loss for damages
<br />resulting from the inadequacy of the design, construction, operation and /or maintenance
<br />of any permanent or temporary improvements constructed by GRANTEE within the
<br />Easement Area. GRANTEE shall indemnify, defend with counsel mutually accepted by
<br />GRANTOR and GRANTEE, and hold GRANTOR, its elected and appointed officials,
<br />agents, officers and employees harmless from any and all penalties, liabilities, or losses
<br />resulting from claims or court action arising directly or indirectly out of any damage or
<br />injury to persons or property by reason of the actions or omissions of the GRANTEE, its
<br />employees, agents, and/or contractors in exercising any of the privileges herein granted
<br />or in consequence thereof.
<br />e. GRANTEE covenants for itself, its successors and assigns that should
<br />GRANTEE file for abandonment or discontinuance of service of the rail line with the
<br />Surface Transportation Commission (or other applicable regulatory authority), and
<br />complies with all applicable laws, rules and regulations, and said abandonment or
<br />discontinuance is approved, and Grantee thereafter ceases to use this easement for a
<br />continuous period of eighteen (18) months for the purposes stated herein, then all rights
<br />granted in this easement shall terminate. GRANTEE upon written request shall execute
<br />and deliver to GRANTOR a Quitclaim Deed to all rights granted herein at no cost to
<br />GRANTEE.
<br />f. GRANTEE shall not cause or permit any "Hazardous Material," as hereinafter
<br />defined, to be brought upon, kept, or used in or about the Easement Area. If GRANTEE
<br />breaches the obligations stated herein, or if contamination of the Easement Area by
<br />Hazardous Material otherwise occurs or is discovered as a result of GRANTEE's use of
<br />the Easement Area, then GRANTEE shall indemnify, defend, and hold GRANTOR, and
<br />its elected or appointed officials, officers, employees, and agents harmless from any
<br />and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses
<br />(including without limitation, diminution in value of the Easement Area, sums paid in
<br />settlement of claims, consultant fees, and expert witness fees) which arise during or
<br />after GRANTEE's use of the Easement Area as a result of such contamination.
<br />This indemnification includes, without limitation, costs incurred by GRANTOR in
<br />connection with any investigation of site conditions or any cleanup, remedial, removal,
<br />or restoration work required by any federal, state, or local governmental entity or agency
<br />because of Hazardous Material in the soil and /or ground water in, on, or under the
<br />Easement Area, but only to the extent that GRANTOR's liability for said costs arises
<br />solely out of its mere ownership of the Easement Area. GRANTOR is not, by the
<br />provisions of this paragraph, r,- eased from any liability which would otherwise be
<br />imposed by law for GRANTOR"s release, disposal or placement of Hazardous Material
<br />in the soil and /or groundwater n, on, or under the Easement Area. GRANTEE shall
<br />promptly take all action, at its 4,ole cost and expense, as is necessary, to clean, remove,
<br />and restore the Easement Area to its condition prior to the introduction, if any, of
<br />Hazardous Material by GRANTEE, provided that GRANTEE shall first have obtained
<br />GRANTOR's written approval and any necessary approval from the appropriate
<br />governmental agencies.
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<br />Agreement B
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