BNSF RAILWAY COMPANY LEASE OF LAND

Exhibit 10.13

BNSF RAILWAY COMPANY
LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK

      THIS LEASE OF LAND FOR CONSTRUCTION/REHABILITATION OF TRACK ("Lease") is made as of the 22 ^nd day of June, 2006 ( "Effective Date" ), by and between BNSF RAILWAY COMPANY , a Delaware corporation (hereinafter called " Railroad" ), and E Energy Adams, LLC. a(n) a limited liability corporation, formed under the Laws (as hereinafter defined) of Nebraska, (hereinafter, whether one part or more, called " Industry ").

RECITALS

     A. Railroad owns or controls certain land situated at or near the railway station of Adams, County of Gage, State of Nebraska, as described or shown on the print hereto attached, dated 5/11/05, marked Exhibit "A" , and made a part of this Lease (" Premises ").

     B. Railroad and Industry have entered into that certain Industry Track Agreement (" Track Agreement ") dated effective June 22, 2006, relating to the operation and maintenance of that certain Railroad Track (as defined in the Track Agreement) and that certain Industry Track (as defined in the Track Agreement)(the Railroad Track and Industry Track to be collectively referred to herein as the " Track ") located on or near the Premises to serve the Plant (as defined in the Track Agreement).

     C. The parties desire to enter into this Lease to allow Industry to occupy the Premises for the construction of the Track and the performance of certain activities related to the Track.

AGREEMENTS

      NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

LEASE OF PREMISES

1. (a) Railroad hereby lease to Industry, subject to all rights, interest and estates of third parties, and upon the terms and conditions set forth below, the Premises for the Permitted Uses (as hereinafter defined).

     (b) In the event Industry requires access to and from the Premises by use of the Railroad Track or Railroad’s property adjacent to the Premises, Railroad hereby grants Industry a non-exclusive license and permission to enter upon Railroad’s property for such purpose. Railroad shall, at its sole discretion, designate the location or route to be used by Industry. For the purposes of this Lease, the designated access, whether specifically defined or not, is included in the definition of Premises

PERMITTED USES

2. Industry shall use the Premises exclusively as a site for (i) the performance of Routine Activities (as hereinafter defined) and (ii) Major Construction (as hereinafter defined) related to

the Track and for no other purposes (collectively, the " Permitted Uses "). Industry shall provide all relevant information to Railroad’s inquiries regarding the use or condition of the Premises. Railroad may enter the Premises at any time Railroad desires to inspect the Premises. For purposes of this Lease:

     (a) " Routine Activities " shall mean Industry’s normal maintenance and operation of the Track that does not include Major Construction. Routine Activities shall be deemed to include, but no be limited to, those normal maintenance and operating activities further described in the Track Agreement so long as such normal maintenance and operating activities described in the Track Agreement do not involve Major Construction.

     (b) " Major Construction " shall mean planning, designing, construction, erection, installation, modification, repair, maintenance, reconstruction, rehabilitation, reinstallation, removal, relocation or replacement of the Track that includes: (i) activities requiring the excavation of soil that would alter or disturb the Premises; (ii) activities requiring the use of heavy machinery within fifty (50) feet of the Track or upon the Premises; (iii) activities involving the Fouling (as hereinafter defined) of the Track; (iv) activities creating a significant risk of the Fouling of the Track; or (v) activities requiring the sheltering of the Industry’s Facilities (as hereinafter defined) or Equipment (as hereinafter defined) in shelters located closer than 25 feet from the nearest portion of the Track. In addition, the parties agree that all activities on the Premises prior to the Revenue Commencement Date (as hereinafter defined) shall be deemed to be "Major Construction" even if such activities do not include activities described in (i), (ii), (iii), (iv) or (v) above.

     (c) " Revenue Commencement Date " shall mean the first date that initial construction/rehabilitation of the Track is complete to the point that railroad cars can operate over the Track.

     (d) " Fouling" or "Fouled" shall mean the existence, movement or placement of equipment and/or personnel on the Track or within twenty-five (25) feet vertically or laterally of the centerline Track, or any other activity which in Railroad’s sole opinion may interfere with any operations of Railroad.

TERM

3. Unless earlier terminated as hereinafter provided, this Lease shall be in force for a term commencing on the Effective Date and shall automatically continue thereafter until terminated by either party giving to the other thirty (30) days’ written notice of its desire to terminate the Lease. Notwithstanding the foregoing, upon the expiration or earlier termination of the Track Agreement, Railroad may, in its sole discretion upon notice to Industry, immediately terminate this Lease.

RENTAL

4. Industry shall pay to Railroad, prior to the Effective Date of this Lease, a one-time sum of $500 for the lease of the Premises.

2

COMPLIANCE WITH LAWS AND RAILROAD REQUIREMENTS

5. (a) Industry shall be responsible for obtaining, without expense to Railroad, all necessary real property rights and public authority and permission, including applicable permits for the maintenance and operation of the Premises provided Industry obtains prior written consent from Railroad.

     (b) Industry has examined the Premises and accepts the condition thereof "AS IS" and shall exercise its rights and fulfill its obligations under this Lease in full compliance with all laws, statutes, regulations, ordinances, orders, covenants, restrictions, or decisions of any court of competent jurisdiction (referred to herein as " Law " or " Laws "), including without limitation all Environmental Laws (as hereinafter defined), relating to the use of the Premises, Track, Facilities or Equipment.

     (c) Prior to entering the Premises, Industry shall and shall cause its contractor(s) to comply with all Railroad’s applicable safety rules and regulations. Prior to commencing any Major Construction or Routine Activities on the Premises, Industry shall complete and shall require its contractor(s) to complete the safety-training program at the Railroad’s Internet Website "http://contractororientation.com". This training must be completed no more than one year in advance of Industry’s entry of the Premises.

     (d) Prior to any contractor of Industry entering the Premises, Industry shall cause each such contractor to enter into and comply with Railroad’s standard Contractor’s Right of Entry Agreement (" Right of Entry Agreement ") in the form attached hereto as Exhibit "D" and incorporated herein by this reference.

USE AND MAINTENANCE OF PREMISES

6. (a) Industry shall at all times, and at its sole risk and expense, maintain, or cause to be maintained, the Premises, Track and all Facilities and Equipment (if any) in a safe and satisfactory condition, in compliance with all applicable Laws and in a condition satisfactory to Railroad. Industry shall not cause, permit, commit, or maintain any waste or nuisance in or about the Premises.

     (b) Maintenance for the purpose of this Lease includes, but is not limited to, responsibility for providing property drainage along the relevant portion of the Track and for keeping the Track free and clear of snow, ice, vegetations, structures, and other obstacles. Maintenance also includes, but is not limited to, responsibility for the maintenance of grade crossing warning devices, passive warning signs, stop signs, gates, fences, barriers, roadways and roadway construction, track drainage facilities, lighting, track signals and signal maintenance.

     (c) If Industry installs any gates or fencing across the Track, or the track scale, unloading pits, loading or unloading device, adjustable loading dock, warehouse door, or any other structure (collectively, " Facilities ") affecting the Track, Industry shall be solely responsible for assuring the safe and satisfactory condition of the same and shall not allow any Facilities to be a source of danger to the safe operation of the Track. Industry shall also be solely responsible for assuring the safe and satisfactory condition of all of Industry’s equipment

3

touching, used in conjunction with or affecting the Track (" Equipment ") and shall not allow any Equipment to be a source of danger to the safe operation of the Track. Before utilizing or unloading any equipment spotted onto the Track, Industry shall inspect the same and all other Equipment and Facilities for the safety of persons working on or about these items to assure compliance with the foregoing. Industry shall utilize all Facilities, Equipment and spotted equipment so as not to adversely affect the safe and efficient operation over the Track. Industry shall, among other things: keep any gates across the Track open whenever necessary, in Railroad’s sole judgment, to enable Railroad to safely and efficiently operate over the Track; keep unloading pits securely covered when not in actual use and at all times when the Track is being switched by Railroad; keep all doors firmly secured; and keep adjustable loading docks at warehouses securely fastened in an upright position when not in actual use and at all times when the Track is being switched by Railroad.

     (d) Railroad may require for safety purposes that Industry, at its sole cost and expense, provide flagmen, lights, traffic control devices, automatic warning devices, or any such safety measure that Railroad deems appropriate in connection with Industry’s use of the Premises for the Permitted Uses identified in Section 2 above. Industry shall reimburse Railroad within thirty (30) days of receipt of a bill rendered for all such costs expended by Railroad, including but not limited to the furnishing of Railroad’s Flagman and any vehicle rental costs incurred. The cost of flagger services provided by the Railroad, when deemed necessary by the Railroad’s representative, will be borne by the Industry. The estimated cost for one (1) flagger is $600.00 for an eight (8) hour basic day with time and one-half or double time for overtime, rest days, and holidays. The estimated cost for each flagger includes vacation allowance, paid holidays, Railroad and unemployment insurance, public liability and property damage insurance, health and welfare benefits, transportation, meals, lodging and supervision. Negotiations for Railway labor or collective bargaining agreements and rate changes authorized by appropriate Federal authorities may increase actual or estimated flagging rates. The flagging rate in effect at the time of performance by the Contractor hereunder will be used to calculate the actual costs of flagging pursuant to this paragraph.

     (e) Industry shall notify Railroad’s representative Roadmaster Lloyd Hide at telephone 402-458-7637, five (5) days prior to commencing any construction or rehabilitation of the Track on the Premises.

     (f) All alterations, additions, or betterments to the Premises, other than the rails and the ties shall upon construction become the sole property of Railroad.

     (g) Industry agrees that Railroad shall not be required to furnish to Industry any water, light, power or any other services in connection with the use of the Premises.

     (h) Notwithstanding anything contained herein to the contrary, in the event of any conflict between the terms of this Lease and the Track Agreement with regard to the use and maintenance of the Premises the most stringent provision or requirement applicable to the Industry will control.

4

DEFINITION OF COST AND EXPENSE

7. (a) For purposes of this lease, "cost" or "costs" or "expense" or "expenses" includes, but is not limited to, actual labor and material costs including all assignable additives and material and supply costs at current value where used.

     (b) All invoices are due thirty (30) days after the date of invoice. In the event that Industry shall fail to pay any monies due to Railroad within thirty (30) days after the invoice date, then Industry shall pay interest on such unpaid sum from thirty (30) days after its invoice date to the date of payment by Industry at an annual rate equal to (i) the greater of (a) for the period January 1 through June 30, the prime rate last published in The Wall Street Journal in the preceding December plus two and one-half percent (2 ¹ / 2 %), and for the period July 1 through December 31, the prime rate last published in The Wall Street Journal in the preceding June plus two and one-half percent (2 ¹ / 2 %), or (b) twelve percent (12%), or (ii) the maximum rate permitted by applicable Law, whichever is less.

RIGHT OF RAILROAD TO USE

8. Railroad excepts and reserves the right to be exercised by Railroad and any other parties who may obtain written permission or authority from Railroad:

     (a) to maintain, renew, use, operate, change, modify and relocate any existing pipe, power, communication lines and appurtenances and other facilities or structures of like character upon, over, under or across the Premises;

     (b) to construct, maintain, renew, use, operate, change, modify and relocate any tracks or additional facilities or structures upon, over, under or across the Premises; or

     (c) to use the Premises in any manner as the Railroad in its sole discretion deems appropriate, provided Railroad uses all commercially reasonably efforts to avoid material interference with the use of the Premises by Industry for the Permitted Uses specified in Section 2 above.

CLEARANCES

9. (a) Industry shall not place, permit to be placed, or allow to remain, any permanent or temporary material, structure, pole, container, storage vessel, above-ground or underground tank, or other obstruction within 8 ¹ / 2 feet laterally from the center (nine and one-half (9-1/2) feet on either side of the centerline of curved track) or within 24 feet vertically from the top of the rail of the Track (" Minimal Clearances "), provided that if any Law requires greater clearances than those provided for in this Section 9 , then Industry shall strictly comply with such Law. However, lateral or vertical clearances which are less than Minimal Clearances but are in compliance with applicable Laws will not be a violation of the Section 9 , so long as Industry strictly complies with the terms of any such Law.

     (b) Railroad or Industry’s operation over the Track with Railroad’s knowledge of an unauthorized reduced clearance will not be a waiver of the covenants of Industry contained in this Section 9 or of Railroad’s right to recover and be indemnified and defended against such damages to property or injury to or death of persons, that may result therefrom.

5

     (c) Industry shall not place or allow to be placed any freight car within 250 feet of either side of any at-grade crossings on the Premises.

INDEMNIFICATION

10. (a) The provisions of this Section 10 shall apply to Industry throughout the term of this Lease; provided, however, the provisions of Exhibit "B" attached hereto and incorporated herein by this reference, shall also apply to Industry during: (i) all periods of Major Construction to the extent Industry self-performs all or any portion of such Major Construction, and (ii) all periods during which Industry’s contractor(s) are on the Premises and Industry has failed to cause its contractor(s) to timely enter into and fully comply with Railroad’s Right of Entry Agreement.

        (i) INDUSTRY SHALL RELEASE, INDEMNIFY, DEFEND, AND HOLD RAILROAD AND RAILROAD’S AFFILIATED COMPANIES, PARTNERS, SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INDEMNITEES") HARMLESS FROM AND AGAINST ALL CLAIMS, LIABILITIES, FINES, PENALITIES, COSTS, DAMAGES, LOSSES, LIENS, CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS’ FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION AND GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR OTHERWISE (COLLECTIVELY, "LIABILITIES") ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY CLAIM THAT BY VIRTUE OF THE USE OF THE TRACK CONTEMPLATED IN THIS LEASE, UNDER CERCLA OR OTHER ENVIRONMENTAL LAWS, RAILROAD IS (I) AN "OWNER", "OPERATOR", "ARRANGER" OR "TRANSPORTER" OF THE TRACK, OR (II) OTHER THAN A COMMON CARRIER WITH RESPECT TO THE TRACK, REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNITEE.

        (ii) IF ANY EMPLOYEE OF INDUSTRY OR INDUSTRY’S OFFICERS, AGENTS, INVITESS, LICENSEES, EMPLOYEES, OR CONTRACTORS, OR ANY PARTY DIRECTLY OR INDIRECTLY EMPLOYED BY ANY OF THEM, OR ANY PARTY THEY CONTROL OR EXERCISE CONTROL OVER (COLLECTIVELY, "INDUSTRY PARTIES") CLAIMS HE OR SHE IS AN EMPLOYEE OF ANY INDEMNITEE, INDUSTRY SHALL INDEMNIFY AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY LIABILITIES ARISING OUT OF OR RELATED TO (IN WHOLE OR IN PART) ANY SUCH CLAIM INCLUDING, BUT NOT LIMITED TO, CLIAMS RELATED TO PROCEEDINGS UNDER OR RELATED TO THE FEDERAL EMLOYERS’ LIABILITY ACT, THE SAFETY APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL SAFETY AND

6

HEALTH ACT, THE RESOURCE CONSERVATION AND RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE AND REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNITEE RELATED TO SUCH CAUSES OF ACTION.

     (b) Upon written notice from Railroad, Industry agrees to assume the defense of any lawsuit or other proceedings brought against any Indemnitee by any entity, relating to any matter covered by this Lease for which Industry has an obligation to assume liability for and/or save and hold harmless any Indemnitee. Industry shall pay all costs incident to such defense, including, but not limited to, attorneys’ fees, investigators’ fees, litigation and appeal expenses, settlement payments, and amounts paid in satisfaction of judgments.

PERSONAL PROPERTY WAIVER

11.  ALL PERSONAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES WILL BE AT THE RISK OF INDUSTRY ONLY, AND NO INDEMNITEE WILL BE LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY INDEMNITEE.

INSURANCE

12. (a) The provisions of this Section 12 shall apply to Industry throughout the term of this Lease, provided, however, the provisions of Exhibit "C" , attached hereto and incorporated herein by this reference, shall also apply to Industry during: (i) all periods of Major Construction, to the extent Industry self-performs all or any portion of such Major Construction, and (ii) all periods during which Industry’s contractor(s) are on the Premises and Industry has failed to cause its contractor(s) to timely enter into and fully comply with Railroad’s Right of Entry Agreement. Throughout the term of this Lease, Industry shall at its sole cost and expense procure and maintain the following insurance coverage:

       A. Commercial General Liability Insurance. This insurance shall contain broad form contractual liability with a combined single limit of a minimum of $1,000,000 each occurrence and an aggregate limit of at least $2,000,000. Coverage must be purchased on a post 1998 ISO occurrence or equivalent and include coverage for, but not limited to, Bodily Injury and Property Damage and Products and completed operations. The definition of insured contract shall be amended to remove any exclusion or other limitation for any work being done within 50 feet of railroad property.

       B. Workers Compensation and Employers Liability insurance including coverage for, but not limited to:

7

(b) In addition to the foregoing, the following other requirements shall apply to this Section 12:

     Any insurance policy shall be written by a reputable insurance company with a current Best’s Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the service is to be provided. If any portion of the operation is to be subcontracted by Industry, Industry shall require that the subcontractor provide and maintain insurance coverage as set forth herein.

     Prior to commencing operations governed by this Lease, Industry shall furnish to Railroad an acceptable certificate(s) of insurance including an original signature of the authorized representative evidencing the required coverage, endorsements, and amendments and referencing the contract audit/folder number if available. The policy(ies) shall contain a provision that obligates the insurance company(ies) issuing such policy(ies) to notify Railroad in writing at least 30 days prior to any cancellation or non-renewal with such provisions indicated on the certificate of insurance. In the event of a claim or lawsuit involving Railroad arising out of this agreement, Industry will make available any required policy covering such claim or lawsuit.

     Failure to provide evidence as required by this Section 12 shall entitle, but not require, Railroad to terminate this Lease immediately. Acceptance of a certificate that does not comply with this Section 12 shall not operate as a waiver of Industry’s obligations hereunder. The fact that insurance (including, without limitation, self-insurance) is obtained by Industry shall not be deemed to release or diminish the liability of Industry including, without limitation, liability under the indemnity provisions of this Lease. Damages recoverable by Railroad shall not be limited by the amount of the required insurance coverage.

     (c) For purposes of this Section 12 , Railroad shall mean "Burlington Northern Santa Fe Corporation", "BNSF RAILWAY COMPANY" and the subsidiaries, successors, assigns, and affiliates of each.

ENVIRONMENTAL

13. (a) " Environmental Law(s) " shall mean any federal, state, or local law, statute, ordinance, code, rule, regulation, policy, common law, license, authorization, decision, order, or injunction which pertains to health safety, any Hazardous Material (as hereinafter defined), or the environment (including but not limited to ground, air, water, or noise pollution or contamination, and underground or above-ground tanks) and shall include, without limitation, the Resource Conservation and Recovery Act 42 U.S.C. §6901 et seq., the Comprehensive Environmental Response. Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq. (" CERCLA "); the Hazardous Materials Transportation Act, 49 U.S.C. §1801 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq.; the Clean Air Act, 42 U.S.C. §7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. §2601 et seq.; the Safe Drinking Water Act,

8

42 U.S.C. §300f et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. 11001 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 to 136y; the Oil Pollution Act, 33 U.S.C. 2701 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. 651 et seq.; all as have been amended from time to time, and any other federal, state, or local environmental requirements, together with all rules, regulations, orders, and decrees now or hereafter promulgated under any of the foregoing as any of the foregoing now exist or may be changed or amended or come into effect in the future.

     (b) " Hazardous Material(s) " shall include but shall not be limited to any substance, material or waste that is regulated by any Environmental Law or otherwise regulated by any federal, state, or local governmental authority because of toxic, flammable, explosive, corrosive, reactive, radioactive or other properties that may be hazardous to human health or the environment including without limitation asbestos and asbestos-containing materials, radon, petroleum and petroleum products, urea formaldehyde foam insulation, methane, lead-based paint, polychlorinated biphenyl compounds, hydrocarbons or like substances and their additives or constituents, pesticides, agricultural chemicals, and any other special, toxic, or hazardous substances, materials or wastes of any kind, including without limitation those now or hereafter defined, determined or identified as "hazardous chemicals," "hazardous substances," "hazardous materials," "toxic substances," or "hazardous wastes" in any Environmental Law.

     (c) Industry shall strictly comply with all Environmental Laws. Industry shall not maintain any treatment, storage transfer or disposal facility, or underground storage tank, as defined by Environmental Laws, on the Premises. Industry shall not release or suffer the release of oil or Hazardous Materials, as defined by Environmental Laws, on or about the Premises.

     (d) Except as authorized in advance in writing by Railroad, Hazardous Materials are not permitted on the Premises. Any Hazardous Materials so permitted by Railroad shall be place, generated, used, received, maintained, treated, stored and disposed of by Industry in a manner consistent with good engineering practice and in strict accordance with all Environmental Laws. Use or storage on the Premises of any Hazardous Materials that are not previously authorized by Railroad in writing in advance of such use or storage is a breach of the Lease.

     (e) Industry shall give Railroad immediate notice to Railroad’s Resource Operations Center at (800) 832-5452 of any release of Hazardous Materials on or from the Premises and to Railroad’s Manager Environmental Leases at (785) 435-2386 for any violation of Environmental Laws, or inspection or inquiry by governmental authorities charges with enforcing Environmental Laws with respect to Industry’s use of the Premises. Industry shall use its best efforts to promptly respond to any release on or from the Premises. Industry also shall give Railroad’s Manager-Environmental Leases immediate notice of all measures undertaken on behalf of Industry to investigate, remediate, respond to or otherwise cure such release or violation and shall provide Railroad’s Manager-Environmental Leases copies of all reports and/or data regarding any investigations or remediations of the Premises. In the event that Railroad has notice from Industry or otherwise of a release or violation of Environmental Laws on the Premises which occurred or may occur during the term of this Lease, Railroad may require Industry, at Industry’s sole risk and expense, to take timely measures to investigate, remediate, respond to or otherwise cure such release or violation affecting the Premises, Railroad’s adjoining property or Railroad’s right-of-way.

9

     (f) Industry shall promptly report to Railroad in writing any conditions or activities upon the Premises which create a risk of harm to persons, property or the environment and shall take whatever action is necessary to prevent injury to person or property arising out of such conditions or activities; provided, however, that Industry’s reporting to Railroad shall not relieve Industry of any obligation whatsoever imposed on it by this Lease. Industry shall promptly respond to Railroad’s request for information regarding said conditions or activities.

     (g) Railroad and their respective agents and representatives shall have a right of entry and access to Premises: (i) at any time an actual or suspected emergency exists and (ii) at any reasonable time, upon prior written notice, and, at Industry’s election, with a representative of Industry present, for the purposes of (a) inspecting the documentation relating to Hazardous Materials or environmental matters maintained by Industry or any occupant of the Premises and (b) ascertaining whether Industry is in compliance with its obligations under this Section 13 .

     (h) Prior to the termination of this Lease, Railroad may, at Railroad’s option, require Industry to conduct an environmental audit of the Premises through an environmental consulting engineer acceptable to Railroad, at Industry’s sole costs and expense, to determine if any noncompliance or environmental damage to the Premises has occurred during Industry’s occupancy thereof. The audit shall be conducted to Railroad’s satisfaction and a copy of the audit report shall promptly be provided to Railroad for its review. Industry shall pay all expenses for any remedial action that may be required as a result of said audit to correct noncompliance or environmental damage, and all necessary work shall be performed by Industry prior to the termination of this Lease.

ALTERATIONS

14. Industry may not make any alterations of the Premises or permanently affix anything to the Premises or any buildings or other structures adjacent to the Premises without Railroad’s prior written consent.

NO WARRANTIES

15. RAILROAD’S DUTIES AND WARRANTIES ARE LIMITED TO THOSE EXPRESSLY STATE IN THIS LEASE AND SHALL NOT INCLUDE ANY IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. SO REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY RAILROAD OTHER THAN THOSE CONTAINED IN THIS LEASE. INDUSTRY HEREBY WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PREMISES WHICH MAY EXIST BY OPERATION OF LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10

QUIET ENJOYMENT

16. RAILROAD DOES NOT WARRANT ITS TITLE TO THE PREMISES NOR UNDERTAKE TO DEFEND INDUSTRY IN THE PEACEABLE POSSESSION OR USE THEREOF, NO COVENANT OF QUIET ENJOYMENT IS MADE.

DEFAULT

17. (a) If Industry creates or maintains any condition, including without limitation, any environmental condition, on or about the Premises, which in Railroad’s sole judgment interferes with or endangers the operations of Railroa