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<br />obligation to comply with such requirements, nor shall any consent of Lessor be deemed to be a
<br />representation of such compliance.
<br />Section 11. AS - IS.
<br />Lessee accepts the Premises in its present condition with all faults, whether
<br />patent or latent, and without warranties or covenants, express or implied. Lessee
<br />acknowledges that Lessor shall have no duty to maintain, repair or improve the Premises.
<br />Section 12. RELEASE AND INDEMNITY.
<br />A. As a material part of the consideration for this Lease, Lessee, to the extent it
<br />may lawfully do so, waives and releases any and all claims against Lessor for, and agrees to
<br />indemnify, defend and hold harmless Lessor, its affiliates, and its and their officers, agents and
<br />employees ( "Indemnified Parties ") from and against, any loss, damage (including, without
<br />limitation, punitive or consequential damages), injury, liability, claim, demand, cost or expense
<br />(including, without limitation, attorneys' fees and court costs), fine or penalty (collectively,
<br />"Loss ") incurred by any person (including, without limitation, Lessor, Lessee, or any employee
<br />of Lessor or Lessee) (i) for personal injury or property damage caused to any person while on or
<br />about the Premises, or (ii) arising from or related to any use of the Premises by Lessee or any
<br />invitee or licensee of Lessee, any act or omission of Lessee, its officers, agents, employees,
<br />licensees or invitees, or any breach of this Lease by Lessee.
<br />B. The foregoing release and indemnity shall apply regardless of any negligence,
<br />misconduct or strict liability of any Indemnified Party, except that the indemnity, only, shall
<br />not apply to any Loss determined by final order of a court of competent jurisdiction to have
<br />been caused by the sole active direct negligence of any Indemnified Party.
<br />C. Where applicable to the Loss, the liability provisions of any contract between
<br />Lessor and Lessee covering the carriage of shipments or trackage serving the Premises shall
<br />govern the Loss and shall supersede the provisions of this Section 12.
<br />D. No provision of this Lease with respect to insurance shall limit the extent of the
<br />release and indemnity provisions of this Section 12.
<br />Section 13. TERMINATION.
<br />A. Lessor may terminate this Lease for Lessee's default by giving Lessee notice of
<br />termination, if Lessee (i) defaults under any obligation of Lessee under this Lease and, after
<br />written notice is given by Lessor to Lessee specifying the default, Lessee fails either to
<br />immediately commence to cure the default, or to complete the cure expeditiously but in all
<br />events within thirty (30) days after the default notice is given, or (ii) Lessee abandons the
<br />Premises for a period of one hundred twenty (120) consecutive days.
<br />B. Lessee acknowledges that Lessor's possible future needs for the Premises in
<br />connection with Lessor's transportation operations are paramount. Accordingly, if at any time
<br />Lessor, in its sole and absolute discretion, determines that the Premises or any portion thereof
<br />are necessary or desirable for use in connection with Lessor's transportation operations, or that
<br />Lessee's use of the Premises should be terminated due to safety considerations associated with
<br />Lessor's transportation operations, Lessor may terminate this Lease upon thirty (30) days
<br />notice to Lessee or, in emergency situations, upon such shorter notice as is reasonable in the
<br />circumstances.
<br />Section 14. LESSOR'S REMEDIES.
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