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<br />PLX980112
<br />Form App:oved, A VP-Law
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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 Ucensor authorizes the Ucensee to take down any fence of the Ucensor or in any manner move
<br />or disturb any of the other property of the Ucensor in connection with the construction. maintenance, repair, renewal,
<br />modification. reconstruction. relocation or removal of the Pipeline, then in that event the Ucensee shall as soon as possible
<br />and at Ucensee's sole expense, restore such fence and other property to the same condition as the same were in before
<br />such fence was taken down or such other property was moved or disturbed, and the Ucensee shall indemnify and hold
<br />harmless the Ucensor, its officers, agents and employees, against and from any and all liability, loss, damages, claims,
<br />demands, costs and expenses of whatsoever nature, including court costs and attorneys' fees, which may result from injury
<br />to or death of persons whomsoever, or damage to or loss or destruction of property whatsoever, when such injury, death,
<br />...lamage, loss or destruction grows out of or arises from the taking down of any fence or the moving or disturbance of any
<br />ther property of the Ucensor.
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<br />...ection 10.
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<br />INDEMNITY.
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<br />a) As used in this Section. 'Licensor" includes other railroad companies using the Ucensor's property at or near the
<br />location of the Ucensee's installation and their officers, agents, and employees; "Loss. includes loss, damage, claims,
<br />demands, actions, causes of action. penalties, costs, and expenses of whatsoever nature, including court costs and
<br />attorneys' fees, which may result from: a) injury to or death of persons whomsoever (including the Ucensor's officers,
<br />agents, and employees, the Ucensee's officers, agents, and employees, as well as any other person); and/or b) damage
<br />to or loss or destruction of propertywhalsoever (including Ucensee's property, damage to the roadbed, tracks, equipment,
<br />or other property of the Ucensor, 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 Ucensee agrees
<br />to indemnify and hold harmless the Ucensor from any Loss which is due to or arises from:
<br />
<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 Pipeline or any
<br />part thereof; or
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<br />2. The presence, operation. or use of the Pipeline or contents escaping therefrom.
<br />
<br />except to the extent that the Loss is caused by the sole and direct negligence of the Ucensor.
<br />
<br />Section 11.
<br />
<br />REMOVAL OF PIPE UNE UPON TERMINATION OF AGRFF.MF.N'J'.
<br />
<br />Prior to the termination of this Agreement howsoever, the Ucensee shall at Ucensee's sole expense,
<br />move the Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Ucensor
<br />ld shall restore, to the satisfaction of the Ucensor, such portions of such property to as good a condition as they were
<br />at the time of the construction of the Pipeline. If the Ucensee fails to do the foregoing, the Ucensor may do such work
<br />of removal and restoration at the cost and expense of the Licensee. The Ucensor may, at its option. upon such termination.
<br />at the entire cost and expense of the Ucensee, remove the portions of the Pipeline located underneath its roadbed and
<br />track or tracks and restore such roadbed to as good a condition as it was in at the time of the construction of the Pipeline,
<br />or it may permit the Ucensee to do such work of removal and restoration to the satisfaction of the Ucensor. In the event
<br />of the removal by the Licensor of the property of the Ucensee and of the restoration of the roadbed and property as herein
<br />provided, the Ucensor shall in no manner be liable to the Ucensee for any damage sustained by the Ucensee for or on
<br />accotmt thereat and such removal and restoration shall in no manner prejudice or impair any right of action for damages,
<br />or otherwise, that the Ucensor may have against the Ucensee.
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<br />Section 12.
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<br />WAIVER OF BREACH.
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<br />The waiver by the Ucensor of the breach of any condition. covenant or agreement herein contained to be kept,
<br />observed and performed by the Ucensee shall in no way impair the right of the Ucensor to avail itself otany remedy for
<br />any subsequent breach thereof.
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<br />pluxb
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<br />Page 3 ot"4
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<br />Exhibit B
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