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<br />WLX.EXB 980112
<br />Form Approved, A VP-Law
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<br />Section 4.
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<br />UCENSEE TO BEAR ENTIRE EXPENSE.
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<br />The Licensee shall bear the entire cost and expense incurred in connection with the construction, maintenance, repair
<br />I renewal and any and all modification, revision, relocation, removal or reconstruction of the Wireline, including any and all
<br />ense which may be incurred by the Licensor in connection therewith for supervision or inspection, or otherwise.
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<br />Section 5.
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<br />REINFORCEMENT. RELOCATION OR REMOVAL OF WIREUNE.
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<br />(a) The license herein granted is subject to the needs and requirements of the Licensor in the operation of its railroad and
<br />in the improvement and use of its property, and the Licensee shall, at the sole expense of the Licensee, reinforce or encase the
<br />Wireline (if it is an underground facility) to the satisfaction of the Licensor, or move all or any portion of the Wireline to such
<br />new location, as the Licensor may designate, whenever in the furtherance of its needs and requirements, the Licensor shall
<br />find such action necessary or desirable.
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<br />(b) All the terms, conditions and stipulations herein expressed with reference to the Wireline on property of the Licensor
<br />in the location hereinbefore described shall, so far as the Wireline remains on the property, apply to the Wireline as modified,
<br />changed or relocated within the contemplation of this section.
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<br />Section 6.
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<br />INTERFERENCE.
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<br />In the operation and maintenance of the Wireline the Licensee shall take all suitable precaution to prevent any
<br />interference (by induction, leakage of electricity, or otherwise) with the operation of the signal, communication lines or other
<br />installations or facilities of the Licensor or of its tenants; and if, at any time, the operation or maintenance of the Wireline
<br />results in any electrostatic effects which the Licensor deems undesirable or harmful, or causes interference with the operation
<br />of the signal, communication lines or other installations or facilities, as now existing or which may hereafter be provided by the
<br />Licensor and/or its tenants, the Licensee shall, at the sole expense of the Licensee, immediately take such action as may be
<br />necessary to eliminate such interference.
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<br />Section 7.
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<br />PROTECTION OF F1BER OPTIC CABLE SYSTEMS.
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<br />I Fiber optic cable systems may be buried on the Licensor's property. Protection of the fiber optic cable systems is of
<br />E....... eme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and
<br />profits. Licensee shall telephone the Licensor at 1-800.336-9193 (a 24-hour number) to determine if fiber optic cable is buried
<br />anywhere on the Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications
<br />company(ies) involved, arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic
<br />cable, all at Licensee's expense, and will commence no work on the right of way until all such protection or relocation has
<br />been accomplished. Licensee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense
<br />whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of or caused in any way by
<br />Licensee's failure to comply with the provisions of this paragraph.
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<br />(b) In addition to other indemnity provisions in this Agreement, the Licensee shall indemnify and hold the Licensor
<br />harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs
<br />and expenses) caused by the negligence of the Licensee, its contractor, agents and/or employees, resulting in (I) any damage
<br />to or destruction of any telecommunications system on Licensor's property, and/or (2) any injury to or death of any person
<br />employed by or on behalf of any telecommunications company, and/or its contractor, agents and/or employees, on Licensor's
<br />property, except if such costs, liability or expenses are caused solely by the direct active negligence of the Licensor. Licensee
<br />further agrees that it shall not have or seek recourse against Licensor for any claim or cause of action for alleged loss of
<br />profits or revenue or loss of service or other consequential damage to a telecommunication company using Licensor's
<br />property or a customer or user of services of the fiber optic cable on Licensor's property.
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<br />Section 8.
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<br />CLAIMS AND UENS FOR LABOR AND MATERIAL.
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<br />(a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in
<br />COP'1ection with the construction, maintenance, repair, renewal, modification or reconstruction of the Wireline, and shall not
<br />r nit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work
<br />( , or materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and
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<br />wlx.exb
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<br />Page 2 of 4
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<br />Exhibit B
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