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<br /> PL E 940207
<br /> Form Approved, AVP-Law
<br /> maintenance, repair, renewal, modification or reconstruction of the Pipeline, and shall
<br /> not permit or suffer any mechanic's or materialman's lien of any kind or nature to be
<br /> enforced against the property for any work done or materials furnished thereon at the
<br /> instance or request or on behalf of the Licensee. The Licensee shall indemnify and
<br /> hold harmless the Licensor against and from any and all liens, claims, demands, costs
<br /> and expenses of whatsoever nature in any way connected with or growing out of such work
<br /> done, labor performed, or materials f.urnished.
<br /> (b) The Licensee shall promptly pay or discharge all taxes, charges and
<br /> assessments levied upon, in respect to, or on account of the Pipeline, to prevent the
<br /> same from becoming a charge or lien upon property of the Licensor, and so that the
<br /> taxes, charges and assessments levied upon or in respect to such property shall not be
<br /> increased because of the location, construction or maintenance of the Pipeline or any
<br /> improvement, appliance or fixture connected therewith placed upon such property, or on
<br /> account of the Licensee's interest therein. Where such tax, charge or assessment may
<br /> not be separately made or assessed to the Licensee but shall be included in the
<br /> assessment of the property of the Licensor, then the Licensee shall pay to the Licensor
<br /> an equitable proportion of such taxes determined by the value of the Licensee's
<br /> property upon property of the Licensor as compared with the entire value of such
<br /> property.
<br /> Section 9. RESTORATION OF LICENSOR'S PROPERTY.
<br /> In the event the Licensor authorizes the Licensee to take down any fence
<br /> of the Licensor or in any manner move or disturb any of the other property of the
<br /> Licensor in connection with the construction, maintenance, repair, renewal,
<br /> modification, reconstruction, relocation or removal of the Pipeline, then in that event
<br /> the Licensee shall, as soon as possible and at Licensee's sole expense, restore such
<br /> fence and other property to the same condition as the same were in before such fence
<br /> was taken down or such other property was moved or disturbed, and the Licensee shall.
<br /> indemnify and hold harmless the Licensor, its officers, agents and employees, against
<br /> and from any and all liability, loss, damages, claims, demands, <costs and expenses of
<br /> whatsoever nature, including court costs and attorneys' fees, which may result from
<br /> injury to or death of persons whomsoever, or damage to or loss or destruction of
<br /> property whatsoever, when such injury, death, damage, loss or destruction grows out of
<br /> or arises from the taking down of any fence or the moving or disturbance of any other
<br /> property of the Licensor.
<br /> Section 10. INDEMNITY.
<br /> (a) As used in this Section,-"Licensor'~-includes_other railroad companies using
<br /> the Licensor's property at or near the location of the Licensee's installation and
<br /> their officers, agents, and employees; "Loss" includes loss, damage, claims, demands,
<br /> actions, causes of action, penalties, costs, and expenses of whatsoever nature,
<br /> including court costs and attorneys' fees, wh.ich may result from: (a) injury to or
<br /> death of persons whomsoever (including the Licensor's officers, agents, and employees,
<br /> the Licensee's officers, agents, and employees, as well as any other person); and/or
<br /> (b) damage to or loss or destruction of property whatsoever (including Licensee's
<br /> property, damage to the roadbed, tracks, equipment, or other property of the Licensor,
<br /> or property in its care or custody).
<br /> (b) As a major inducement and in consideration of the license and permission
<br /> herein granted, the Licensee agrees to indemnify and hold harmless the Licensor from
<br /> any Loss which is due to or arises from:
<br /> 1. The prosecution of any work contemplated by this Agreement including the
<br /> installation, construction, maintenance, repair, renewal, modification,
<br /> reconstruction, relocation, or removal of the Pipeline or any part
<br /> thereof; or
<br /> 2. The presence, operation, or use of the Pipeline or contents escaping
<br /> therefrom,
<br /> except to the extent that the Loss is caused by the sole and direct negligence of the
<br /> Licensor.
<br /> Exhibit B
<br /> Page 3 of 4
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