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PLX980112 Form Approved, A VP-Law Section 5. REINFORCEMENT. RELOCATION OR REMOVAL OF PIPEUNE. a) The license herein granted is subject to the needs and requirements of the Ucensor in the operation of its railroad and in the improvement and use of its property, and the Ucensee shalL at the sole expense of the Licensee. reinforce the Pipeline. or move all or any portion of the Pipeline to such new location as the Licensor may designate. whenever. in the furtheraru::e of its needs and requirements, the Licensor shall find such action necessary or desirable. b) All the terms, conditions and stipulations herein expressed with reference to the Pipeline on property of the Licensor in the location hereinbefore described shalL so far as the Pipeline remains on the property, apply to the Pipeline as modified. changed or relocated within the contemplation of this section. ~ection 6. NO INTERFERENCE WITIi UCENSOR'S OPERATION. The Pipeline and all parts thereof within and outside of the limits of the property of the Licensor shall be ~..:>nstructed and, at all times. maintained, repaired. renewed and operated in such manner as to cause no interference whatsoever with the constant, continuous and uninterrupted use of the tracks. property and facilities of the Licensor, and nothing smn be done or suffered to be done by the Licensee at any time that would in any manner impair the safety thereof. Section 7. PROTECl'ION OF F1BER OPTIC CABLE SYSTEMS. a) F'Jber optic cable systems may be buried on the Licenson property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Licensee shall telephone the Licensor at 1-800-336-9193 (a 24-hour number) to determine if fiber optic cable is buried anywhere on the Licenson premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, malee arrangements for relocation or other protection of the fiber optic cable. all at Licensee's expense, and will commence no work on the right of way until all such protection or relocation has been accomplished. Licensee shall indemnify and hold the Ucensor harmless from and against all costs. liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) arising out of or caused in any way by Licensee's failure to comply with the provisions of this paragraph. b) In addition to other indemnity provisions in this Agreement, the Licensee shall indemnify and hold the Licensor harmless from and against all costs, liability and expense whatsoever (including, without limitation, attorneys' fees, court costs and expenses) caused by the negligence of the Licensee, its contractor, agents and/or employees, resulting in (l) any damage to or destruction of any telecommlmications system on Licensors property, and/or (2) any injury to or death of any person employed by or on behalf of any telecommunications company, and/or its contractor, agentt and/or employees. on Ucensor's property, except if such costs, liability or expenses are caused solely by the direct active negligence of the Licensor. Licensee further agrees that it shall not have or seek recourse against Licensor for any claim or cause of action for alleged loss of profits or revenue or loss of service or other consequential damage to a -lecommunication company using Licensor's property or a customer or user of services of the fiber optic cable on censors property. Section 8. CLAIMS AND T JF.NS FOR LABOR AND MATERIAL: TAXES. a) The Licensee shall fully pay for all materials joined or affixed to and labor performed upon property of the Licensor in connection with the constru:tion. maintenarx:e, repair, renewal. modification or reconstruction of the Pipeline, and shall not permit or suffer any mechanic's or materialman's lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of the Licensee. The Licensee shall indemnify and hold harmless the Licensor against and from any and all liens, claims, demands, costs and expenses of wha:tsoever nature in anyway connected with or growing out of such work done, labor performed. or materials furnished. b) The Licensee shall promptly pay or discharge all taxes. charges and assessments levied upon, in respect to, or on account of the Pipeline. to prevent the same from becoming a charge or lien upon property of the Licensor, and so that the taxes. charges and assessments levied upon or in respect to such property shall not be increased because of the location, construction or maintenance of the Pipeline or any improvement, appliance or fixture connected therewith placed upon such property, or on account of the Licensee's interest therein. Where such tax, charge or assessment may not be separately made or assessed to the Licensee but shall be included in the assessment of the property of the Licensor, then the Ucensee shall pay to the Licensor an equitable proportion of such taxes determined by the value of the Licensee's property upon property of the Licensor as compared with the entire value of such property. p1x.exb Page 2 of 4 Exhibit B