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DocuSign Envelope ID:7CECB008-D09A-48BA-8717-4C4A8A162FF9
<br /> Tracking#22W-14933
<br /> licensees, employees, or contractors, or any party directly or indirectly employed by any of them,
<br /> or any party they control or exercise control over.
<br /> 12.2 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL, AND SHALL CAUSE
<br /> ITS CONTRACTOR TO RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS
<br /> INDEMNITEES FOR, FROM, AND AGAINST ANY AND ALL LIABILITIES OF ANY NATURE,
<br /> KIND, OR DESCRIPTION DIRECTLY OR INDIRECTLY ARISING OUT OF, RESULTING
<br /> FROM, OR RELATED TO (IN WHOLE OR IN PART):
<br /> 12.2.1 THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS ENVIRONMENTAL
<br /> PROVISIONS,
<br /> 12.2.2 ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO THIS LICENSE,
<br /> 12.2.3 LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
<br /> 12.2.4 THE ENVIRONMENTAL CONDITION AND STATUS OF THE PREMISES CAUSED BY
<br /> OR CONTRIBUTED TO BY LICENSEE, OR
<br /> 12.2.5 ANY ACT OR OMISSION OF ANY LICENSEE PARTY.
<br /> 12.3 TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE NOW AND FOREVER WAIVES
<br /> ANY AND ALL CLAIMS THAT BY VIRTUE OF ENTERING INTO THIS LICENSE, LICENSOR
<br /> IS A GENERATOR, OWNER, OPERATOR, ARRANGER, OR TRANSPORTER FOR THE
<br /> PURPOSES OF THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION,
<br /> AND LIABILITY ACT, AS AMENDED, ("CERCLA") OR OTHER ENVIRONMENTAL LAWS
<br /> (DEFINED BELOW). LICENSEE WILL INDEMNIFY, DEFEND, AND HOLD THE
<br /> INDEMNITEES HARMLESS FROM ANY AND ALL SUCH CLAIMS. NOTHING IN THIS
<br /> LICENSE IS MEANT BY EITHER PARTY TO CONSTITUTE A WAIVER OF ANY
<br /> INDEMNITEE'S COMMON CARRIER DEFENSES AND THIS LICENSE SHOULD NOT BE SO
<br /> CONSTRUED. IF ANY AGENCY OR COURT CONSTRUES THIS LICENSE TO BE A WAIVER
<br /> OF ANY INDEMNITEE'S COMMON CARRIER DEFENSES, LICENSEE AGREES TO
<br /> INDEMNIFY, HOLD HARMLESS, AND DEFEND INDEMNITEES FOR ANY LIABILITIES
<br /> RELATED TO THAT CONSTRUCTION OF THIS LICENSE. IN NO EVENT AS BETWEEN
<br /> LICENSOR AND LICENSEE AS TO USE OF THE PREMISES AS CONTEMPLATED BY THIS
<br /> LICENSE SHALL LICENSOR BE RESPONSIBLE TO LICENSEE FOR THE
<br /> ENVIRONMENTAL CONDITION OF THE PREMISES.
<br /> 12.4 IF ANY EMPLOYEE OF ANY LICENSEE PARTY ASSERTS THAT HE OR SHE IS AN
<br /> EMPLOYEE OF ANY INDEMNITEE, TO THE FULLEST EXTENT PERMITTED BY LAW,
<br /> LICENSEE SHALL, AND SHALL CAUSE ITS CONTRACTOR TO, RELEASE, INDEMNIFY,
<br /> DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY
<br /> LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH
<br /> ASSERTION INCLUDING, BUT NOT LIMITED TO, ASSERTIONS OF EMPLOYMENT BY AN
<br /> INDEMNITEE RELATED TO THE FOLLOWING OR ANY PROCEEDINGS THEREUNDER:
<br /> THE FEDERAL EMPLOYERS' LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE
<br /> LOCOMOTIVE INSPECTION ACT, THE OCCUPATIONAL SAFETY AND HEALTH ACT, THE
<br /> RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR
<br /> FEDERAL STATUTE.
<br /> 12.5 THE FOREGOING OBLIGATIONS OF LICENSEE SHALL NOT APPLY TO THE EXTENT
<br /> LIABILITIES ARE PROXIMATELY CAUSED BY THE SOLE OR GROSS NEGLIGENCE OR
<br /> WILLFUL MISCONDUCT OF ANY INDEMNITEE, BUT SHALL APPLY TO ALL OTHER
<br /> LIABILITIES, INCLUDING THOSE ARISING FROM OR ATTRIBUTED TO ANY OTHER
<br /> ALLEGED OR ACTUAL NEGLIGENCE, INTENTIONAL ACTS, OR STRICT LIABILITY OF ANY
<br /> INDEMNITEE.
<br /> Form 426; Rev.20180910
<br /> -4-
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