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and all costs incurred by BMS as a result of such action, including costs of court and, to the extent permitted by law,
<br /> reasonable attorney's fees.
<br /> ARTICLE 6- LIMITS OF LIABILITY
<br /> 1. Except for the obligation to pay for services rendered, neither party shall be liable for its failure to perform hereunder, in
<br /> whole or in part, due to contingencies beyond its reasonable control, including, but not limited to, strikes or other labor
<br /> disputes, riots, sabotage, war, fires, flood, weather, government action, changes in law, mechanical breakdown, injunction,
<br /> compliance with any law, regulation, guideline or order of any government body, whether now existing or hereafter
<br /> created .
<br /> ARTICLE 7- ASSIGNMENT
<br /> 1. Non-assignability. This agreement shall not be assigned or delegated in whole or in part by Client, unless approved in
<br /> writing. by BMS.
<br /> 2. Assignment to an Operator or Financing Institution. BMS may transfer any and all of Its rights in this agreement in whole or
<br /> in part to a facility operator. BMS may delegate all or any of its obligations to a qualified hauler or disposer. All or any part
<br /> of BMS's rights hereunder may be assigned to a Trustee pursuant to BMS's financing requirements, and Client specifically
<br /> consents to any such assignment by its execution of this agreement. Notwithstanding any such transfer, delegation, or
<br /> assignment, BMS shall remain fully obligated hereunder.
<br /> 3. This agreement shall be binding upon the successors and the assignees of the parties hereto, and no provision, terms or
<br /> obligation herein contained shall be affected, modified, altered or changed in any respect whatsoever by any change in the
<br /> regular status, ownership or management of either party herein .
<br /> 4. Assignment by mutual consent not to be unreasonably withheld.
<br /> ARTICLE 8- SAVINGS CLAUSE
<br /> 1. In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal, or
<br /> unenforceable in any respect, such invalidity or unenforceability shall not affect any other provisions in this agreement; this
<br /> agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless
<br /> such finding shall impair the rights or obligations of BMS, hereunder, in which event, at BMS's option, this agreement may
<br /> be terminated .
<br /> ARTICLE 9- INDEMNITY
<br /> 1. BMS agrees to indemnify and hold client and its directors, shareholders, agents and representatives harmless for any loss,
<br /> damages, suits, penalties, costs, liabilities and expenses (including but not limited to reasonable investigation and legal
<br /> expenses) arising out of any claim for loss or damage to property, including Clients property and injuries to or death of
<br /> persons not the fault of client and caused by or resulting from BMS's gross negligence or willful misconduct or BMS's breach
<br /> of this Agreement.
<br /> 2. Client hereby agrees to indemnify and hold BMS and its directors, shareholders, agents and representatives harmless for
<br /> any loss, damages, suits, penalties, costs, liabilities and expenses (including but not limited to reasonable investigation and
<br /> legal expenses) arising out of any claim for loss or damage to property, and not the fault of BMS and (i) caused by or
<br /> resulting from Clients gross negligence or will full misconduct or Clients breach of this agreement; or (ii) caused by or
<br /> resulting from Clients providing to BMS of excluded waste.
<br /> ARTICLE 10- INDEPENDENT CONTRACTOR
<br /> 1. BMS's relationship with Client under this agreement shall be that of an independent contractor. BMS is to exercise its own
<br /> discretion on the method and manner of performing its duties, and Client will not exercise control over BMS or its
<br /> employees except insofar as may be necessary to ensure performance and compliance with this agreement. The
<br /> employees, methods, equipment and facilities used by BMS shall at all times be under its exclusive direction and control .
<br /> Nothing in this agreement shall be construed to designate BMS, or any of its employees, as employees, agents, or partners
<br /> of Client.
<br /> .ARTICLE 11- AMENDMENT AND WAIVER
<br /> 1. Except as otherwise provided, this agreement maybe amended from time to time only by an instrument in writing signed
<br /> by the parties to this agreement at the time of such agreement. No provision of this agreement can be waived except by a
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