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<br />considerations for this Rights Agreement, the Grantee agrees to assume the risk of and to indemnify
<br />and hold harmless the Grantor as follows:
<br />1. The Grantee assumes the risk of and shall indemnify and hold harmless the
<br />Grantor, and its affiliates, their officers, agents and employees, against and from any and all
<br />liability, loss, damage, claims, demands, costs and expenses of whatsoever nature, including
<br />court costs and attorneys' fees, arising from or growing out of any injury to or death of
<br />persons whomsoever or loss of or damage to property whatsoever. The right to indemnify
<br />shall accrue when such injury, death, loss or damage occurs from any cause and is associated
<br />in whole or in part with, incidental to or caused by the occupation or use of the Premises, or
<br />any activity upon the Premises by the Grantee, its employees or agents, or by any person on
<br />or near the Premises by reason of any relation, contractual or otherwise, with the Grantee, its
<br />officers, employees or agents, or caused by Grantee's breach of this Rights Agreement.
<br />Except as provided in subparagraph 2 below, the Grantee shall not indemnify the Grantor
<br />when any such injury, death, loss or damage is caused by the sole, direct negligence of the
<br />Grantor, its officers, employees or agents.
<br />2. The Grantee assumes all risk of and agrees to indemnify and hold harmless the
<br />Grantor from and against all demands, liability, claims and actions asserted by any person,
<br />including an insurer, arising out of or by reason of loss, damage or destruction of or to any
<br />and all improvements or other property (including, without limitation, rail cars and contents)
<br />on the Premises or in proximity to the Premises if used in connection with or incidental to the
<br />occupation of the Premises by the Grantee, and any and all incidental loss or injury to the
<br />business of the Grantee, (1) where occasioned by fire or other casualty, regardless of whether
<br />caused or contributed to by operations of the Grantor or any negligence of the Grantor, its
<br />officers, agents or employees; excepting only loss, damage or destruction of rail cars resulting
<br />from fire caused by the sole negligence of the Grantor, its officers, agents or employees and
<br />loss, damage or destruction of shipments in the course of transportation, which shall be
<br />governed by the contract of carriage; or (21 where occasioned by water to the Premises or to
<br />property located thereon belonging to or in the custody or control of the Grantee, including
<br />buildings and contents, regardless of whether such damage is caused or contributed to by the
<br />position, location, construction or condition of the roadbed, tracks, bridges, dikes, ditches or
<br />other structures of the Grantor.
<br />Section 9. SURRENDER; ABANDONMENT; VACATION OF PREMISES;
<br />REMOVAL OF GRANTEE'S PROPERTY,
<br />A The Grantee agrees that upon the abandonment of Premises by Grantee, the Grantee
<br />will peaceably and quietly surrender possession of the Premises to the Grantor, or the Grantor's
<br />successors and assigns, without Grantor giving any notice to quit or demand for possession and the
<br />Grantee shall (a) remove from the Premises, at the expense of the Grantee, all structures, property
<br />and other materials not belonging to the Grantor, and (b) restore the surface of the ground to as good
<br />a condition as the same was in before such structures were erected, including, without limiting the
<br />generality of the foregoing, the removal of foundations of such structures, the filling in of all
<br />excavations and pits and the removal of all debris and rubbish, all of which shall be performed at
<br />Ot \LAWADM \PAR \JML \188- 00.EXC 4
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