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<br />WLXEXB 980112
<br />Fonn Approved, A VP-Law
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<br />hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of whatsoever nature in
<br />any way connected with or growing out of such work done, labor performed, or materials furnished.
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<br />The Licensee shall promptly pay or discharge all taxes, charges and assessments levied upon, in respect to, or on
<br />:ount of the Wireline, to prevent the same from becoming a charge or lien upon property of the Licensor, and so that the
<br />LUXes, charges and assessments levied upon or in respect to such property shall not be increased because of the location,
<br />construction or maintenance of the Wireline or any improvement, appliance or fixture connected therewith placed upon such
<br />property, or on account of the Licensee's interest therein. Where such tax, charge or assessment may not be separately made
<br />or assessed to the Licensee but shall be included in the assessment of the property of the Licensor, then the Licensee shall pay
<br />to the Licensor an equitable proportion of such taxes determined by the value of the Licensee's property upon property of the
<br />Licensor as compared with the entire value of such property.
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<br />Section 9.
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<br />RESTORATION OF UCENSOR'S PROPERTY.
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<br />In the event the Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move or
<br />disturb any of the other property of the Licensor in connection with the construction, maintenance, repair, renewal,
<br />modification, reconstruction, relocation or removal of the Wireline, then in that event the Licensee shall, as soon as possible
<br />and at Licensee's sole expense, restore such fence and other property to the same condition as the same were in before such
<br />fence was taken down or such other property was moved or disturbed, and the Licensee shall indemnify and hold harmless
<br />the Licensor, its officers, agents and employees, against and from any and all liability, loss, damages, penalties, claims,
<br />demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from injury to
<br />or death of persons whomsoever, or damage to or loss or destruction of property whatsoever, when such injury, death,
<br />damage, loss or destruction grows out of or arises from the taking down of any fence or the moving or disturbance of any other
<br />property of the Licensor.
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<br />Section 10.
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<br />INDEMNITY.
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<br />(a) k used in this Section, "Licensor" includes other railroad companies using the Licensor's property at or near the
<br />loc,ation of the Licensee's installation and their officers, agents, and employees; "Loss" includes loss, damage, claims,
<br />lands, actions, causes of action, penalties, costs, and expenses of whatsoever nature, including court costs and attorneys'
<br />;, which may result from: (a) injury to or death of persons whomsoever (including the Licensor's officers, agents, and
<br />v...~loyees, the Licensee's officers, agents, and employees, as well as any other person); and/or (b) damage to or loss or
<br />destruction of property whatsoever (including Licensee's property, damage to the roadbed, tracks, equipment, or other
<br />property of the Licensor, or property in its care or custody).
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<br />(b) As a major inducement and in consideration of the license and permission herein granted, the Licensee agrees to
<br />indemnify and hold harmless the Licensor from any Loss which is due to or arises from:
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<br />1. The prosecution of any work contemplated by this Agreement including the installation, construction,
<br />maintenance, repair, renewal, modification, reconstruction, relocation, or removal of the Wireline or any part
<br />thereof; or
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<br />2. The presence, operation, or use of the Wireline or electric current conducted thereon or escaping
<br />therefrom,
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<br />except to the extent that the Loss is caused by the sole and direct negligence of the Licensor.
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<br />Section II.
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<br />REMOVAL OF WIRELINE UPON TERMINATION OF AGREEMENT.
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<br />Prior to the termination of this Agreement howsoever, the Licensee shall, at Licensee's sole expense, remove the
<br />Wireline from the property of the Licensor and restore such property to as good a condition as it was in before the Wireline
<br />was originally constructed, all to the satisfaction of the Licensor. If the Licensee fails to do the foregoing, the Licensor may
<br />perform the work of removal and restoration at the expense of the Licensee. The Licensor shall not be liable to the Licensee
<br />f"'''''my damage sustained by the Licensee as a result of the removal of the Wireline by the Licensor as in this section provided,
<br />1 shall such action prejudice or impair any right of action for damages or otherwise that the Licensor may, at the time of
<br />1 removal, have against the Licensee.
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<br />wlx.exb
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<br />Page 3 of 4
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<br />Exhibit B
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