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FILE: OC -87
<br />to any other rights or remedies, OCTA shall immediately be entitled to exclusive
<br />possession and ownership of the portion so abandoned or discontinued, without the
<br />encumbrance of this Agreement. OCTA, at its option, may remove any improvements
<br />remaining on the abandoned property, at Licensee's expense.
<br />12. Breach. Should Licensee breach, or fail to keep, observe or perform any
<br />agreement, covenant, temp or condition on its part herein contained, then, in addition to
<br />any other available rights and remedies, OCTA at its option may:
<br />(a) perform any necessary or appropriate corrective work at Licensee's
<br />expense, which Licensee agrees to pay to OCTA upon demand, or
<br />(b) with or without written notice or demand, immediately terminate this
<br />Agreement and at any time thereafter, recover possession of the License Property or any
<br />part thereof, and expel and remove therefrom Licensee or any other person occupying
<br />the License Property, by any lawful means, and again repossess and enjoy the License
<br />Property and the Facility, without prejudice to any of the remedies that OCTA may have
<br />under this Agreement, at law or in equity by reason of Licensee's default or of such
<br />termination.
<br />13. SurLed r. Upon termination of this Agreement, unless otherwise requested in
<br />writing by OCTA prior to the date of termination, Licensee, at its own cost and expense,
<br />shall immediately remove the Facility and restore the OCTA Property as nearly as
<br />possible to the same state and condition as existed prior to the construction,
<br />reconstruction or installation of said Facility. Should Licensee fail to comply with the
<br />requirements of the preceding sentence, OCTA may at its option (a) perform the same at
<br />Licensee's expense, which costs Licensee agrees to pay to OCTA on demand, or (b)
<br />assume title and ownership of said Facility. No termination hereof shall release Licensee
<br />from any liability or obligation hereunder, whether of indemnity or otherwise, resulting
<br />from any acts, omissions or events happening prior to the date the Facility is removed
<br />and the OCTA Property is restored.
<br />14, Indemnift.ication. Licensee, on behalf of itself and its successors and assigns,
<br />agrees to indemnify, defend (by counsel satisfactory to OCTA), and hold harmless OCTA,
<br />Southern California Regional Rail Authority, and their officers, directors, commissioners,
<br />employees, agents, contractors, successors and assigns (individually and collectively,
<br />"Indemnitees'), to the maximum extent allowed by law, from and against all loss, liability,
<br />claims, demands, suits, liens, claims of lien, damages (including consequential damages),
<br />costs and expenses (including, without limitation, any fines, penalties, judgments,
<br />litigation expenses, and experts' and attorneys' fees) (collectively "Claims and
<br />Expenses"), that are incurred by or asserted against Indemnitees arising out of or
<br />connected in any manner with the acts or omissions to act of the Licensee, or its officers,
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