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PLY 980112 For.. .~ AVP-Law Section 9. RESTORATION OF UCENSOR'S PROPERTY. In the eyent the Licensor authorizes the Licensee to take down any fence of the Licensor or in any marmer move or disturb arrt of the other property of the Licensor in cormection with the construction. maintenance, repair, renewal, modification. reconstruction. relocation or removal of the Pipeline, then in that event the Licensee shall as soon as possible am at licensee's sole expense. restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. and the Licensee shall indemnify and hold harmless the Licensor. its officers. agents and employees, against and from any and all liability. loss. damages. claims. demands. costs am expenses of whatsoever nat\n'e, including court costs and attorneys' fees. which may result from injury to or death of persons whomsoever. or damage to or loss or destruction of property whatsoever. when such injury, death; -iarnage, loss or destruction grows out of or arises from the taking down of any fence or the moving or disturbance of any )ther property of the Licensor. .)action 10. INDEMNITY. a) As used in this Section. "Licensor" includes other railroad companies using the Licensor's property at or near the location of the Licensee's installation and their officers. agents, and employees; "Loss. includes loss, damage, claims, demands, actions. causes of action. penalties. costs, and expenses of whatsoever nature. including court costs and attorneys' fees, which may result from: a) injury to or death of persons whomsoever (including the Licensor's officers, agents, and employees. the Licensee's officers, agents, and employees, as well as any other person); and/or b) damage to or loss or destruction of property whatsoever (including Licensee's property. damage to the roadbed. tracks. equipment or other property of the Licensor, or property in its care or custody). b) As a major inducement and in consideration of the license and permission herein granted, the Licensee agrees to indemnify and hold harmless the Licensor from any Loss which is due to or arises from: 1. The prosecution of any work contemplated by this Agreement including the installation. construction. maintenance, repair, renewaL modification. reconstruction. relocation. or removal of the Pipeline or any part thereof; or 2. The presence. operation. or use of the Pipeline or contents escaping therefrom, except to the extent that the Loss is caused by the sole and direct negligence of the Licensor. Section 11. REMOVAL OF PIPE UNE UPON TERMINATION OF AGRF.F.MF.N1'. Prior to the termination of this Agreement howsoever. the Licensee shall at Licensee's sole expense, amove the Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Licensor md shall restore. to the satisfaction of the Licensor, such portions of such property to as good a condition as they were n at the time of the construction of the Pipeline. U the Licensee fails to do the foregoing, the Licensor may do such work of removal and restoration at the coat am expense of the Licensee. The Licensor may, at its option. upon such termination. at the entire cost and expense of the Licensee. remove the portions of the Pipeline located underneath its roadbed. and 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, or it may permit the Licensee to do such work of removal and restoration to the satisfaction of the Licensor. In the event of the removal by the licensor of the property of the Licensee and of the restoration of the roadbed and property as herein provided, the Licensor shall in no marmer be liable to the Licensee for any damage sustained by the Licensee for or on accomU thereat and such removal and restoration shall in no marmer prejudice or impair any right of action for damages, or otherwise, that the Licensor may have against the Licensee. Section 12. WAIVER OF BREACH. The waiver by the Licensor of the breach of any condition. covenant or agreement herein contained to be kept observed and performed by the Licensee shall in no way impair the right of the Licensor to avail itself of any remedy for any subsequent breach thereof. p1x.cxb Page 3 of4 Exhibit B