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Property, any property of Licensee or Licensor, or any property in the care,
<br />custody, or control of Licensee or Licensor;
<br />3. Removal of person(s) from Railroad Property;
<br />4. Any delays or interference with track or Railroad's Use caused by Licensee's
<br />activity(ies) on Railroad Property, including without limitation the construction,
<br />maintenance, modification, reconstruction, repair, renewal, revision, relocation,
<br />or removal of Licensee's Facilities or any part thereof, any activities, labor,
<br />materials, equipment, or machinery in conjunction therewith;
<br />5. Right(s) or interest(s) granted pursuant to this Agreement;
<br />6. Contents escaping from Licensee's Facilities, including without limitation any actual
<br />or alleged pollution, contamination, breach, or environmental Loss;
<br />7. Licensee's breach of this Agreement or failure to comply with its provisions,
<br />including, but not limited to, any violation or breach by Licensee of any
<br />representations and warranties Licensee has made in this Agreement; and
<br />8. Violation by Licensee of any law, statute, ordinance, governmental administrative
<br />order, rule, or regulation, including without limitation all applicable Federal
<br />Railroad Administration regulations.
<br />C. THE FOREGOING OBLIGATIONS SHALL APPLY TO THE FULLEST EXTENT
<br />PERMITTED BY LAW FOR THE BENEFIT OF LICENSOR TO LOSSES CAUSED BY, ARISING
<br />FROM, RELATING TO, OR RESULTING FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OF
<br />LICENSOR, AND SUCH NEGLIGENCE OF LICENSOR SHALL NOT LIMIT, DIMINISH, OR
<br />PRECLUDE LICENSEE'S OBLIGATIONS TO LICENSOR IN ANY RESPECT. NOTWITHSTANDING
<br />THE FOREGOING, SUCH OBLIGATION TO INDEMNIFY LICENSOR SHALL NOT APPLY TO THE
<br />EXTENT THE LOSS IS CAUSED BY THE SOLE, ACTIVE AND DIRECT NEGLIGENCE, GROSS
<br />NEGLIGENCE, OR WILLFUL MISCONDUCT OF LICENSOR AS DETERMINED IN A FINAL
<br />RJDGMENT BY A COURT OF COMPETENT JURISDICTION.
<br />Section 11. TERMINATION, REMOVAL OF LICENSEE'S FACILITIES.
<br />A. If Licensee does not use the right herein granted on Licensee's Facilities for one (1) year,
<br />or if Licensee continues in default in the performance of any provision of this Agreement for a period of
<br />thirty (30) days after written notice from Licensor to Licensee specifying such default, Licensor may, at
<br />its sole discretion, terminate this Agreement by written notice to Licensee at the address listed in the
<br />"NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with
<br />Paragraphs "C" and "D" of this Section found below.
<br />B. In addition to the provisions of Paragraph "A" above, this Agreement may be terminated
<br />by written notice given by either party, without cause, upon thirty (30) days written notice to the non -
<br />terminating party at the address listed in the "NOTICES" Article of this Agreement. This Agreement will
<br />not terminate until Licensee complies with Paragraphs "C" and "D" of this Section found below.
<br />C. Prior to the effective date of any termination described in this Section, Licensee shall submit an
<br />application to Licensor's online Utility Contracts System at this link for Licensee's removal, or if applicable,
<br />abandonment in place of Licensee's Facilities located on Railroad Property ("Removal/Abandonment
<br />REV: 02-19-21 RL
<br />ATTY/AGR.2021.037/UPRR (Sobrato Recycled Water Main Crossing) (Page 12 of 15)
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