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'PL X 880201
<br />Form Approved, AVP-Law
<br />connection with the construction, maintenance, repair, renewal, modification, reconstruction,
<br />relocation or removal of the Pipeline, then in that event the Licensee shall, as soon as
<br />jri~ssible and at Licensee's sole expense, restore SUCK fErce and ether property to the same
<br />condition as the same were in before such fence was taken down or such other property was
<br />moved or disturbed, and the Licensee shall indemnify and hold harmless the Licensor, its
<br />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,
<br />which may result from injury to or death of persons whomsoever, or damage to or loss or
<br />destruction of property whatsoever, when such injury, death, damage, loss or destruction grows
<br />out of 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 />As used in this Section, "Licensor" includes other railroad companies using the
<br />Licensor's property at or near the location of the Licensee's installation and their officers,
<br />agents, and employees; "Loss" includes loss, damage, claims, demands, actions, causes of
<br />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
<br />(including the Licensor's officers, agents, and employees, the Licensee's officers, agents,
<br />and employees, as well as any other person); and (b) damage to or loss or destruction of
<br />property whatsoever (including Licensee's property, damage to the roadbed, tracks, equipment,
<br />or other property of the Licensor, or property in its care or custody).
<br />As a major inducement and in consideration of the license and permission herein
<br />granted, the Licensee agrees to indemnify and hold harmless the Licensor from any Loss which
<br />is due-to or arises from:
<br />I. The prosecution of any work contemplated by this Agreement including the
<br />installation, construction, maintenance, repairs renewal, modification,
<br />reconstruction, relocation, or removal of the Pipeline or any part thereof; or
<br />2. The presence, operation, or use of the Pipeline or contents escaping therefrom,
<br />except to the extent that the Loss is caused by the sole and direct negligence of the Licensor.
<br />Section II. REMOVAL OF PIPE LINE UPON TERMINATION OF AGREEMENT.
<br />Prior to the termination of this Agreement howsoever, the Licensee shall, at
<br />Licensee's sole expense, remove the Pipeline from those portions of the property not occupied
<br />by the roadbed and track or tracks of the Licensor and shall restore, to the satisfaction of
<br />the Licensor, such portions of such property to as good a condition as they were in at the
<br />time of the construction of the Pipeline. If the Licensee fails to do the foregoing,,the
<br />Licensor may do such work of removal and restoration at the cost and expense of the Licensee.
<br />The licensor may, at its option, upon such termination, at the entire cost and expense of the
<br />Licensee, remove the portions of the Pipeline located underneath its roadbed and track or
<br />tracks and restore such roadbed to as good a,condition as it was in at the time of the
<br />construction of the Pipeline, or it may permit the Licensee to do such work of removal and
<br />restoration under the supervision of the Licensor. In the event of the removal by the
<br />Licensor of the property of the licensee and of the restoration of the roadbed and property as
<br />herein provided, the Licensor shall in no manner be liable to the Licensee for any damage
<br />sustained by the licensee for or on account thereof, and such renaval and restoration shall in
<br />no manner prejudice or impair any right of action for damages, or otherwise, that the Licensor
<br />may have against the Licensee.
<br />Section 12. WAIVER OF BREACH.
<br />The waiver by the Licensor of the breach of any condition, covenant or agreement
<br />herein contained to be kept,.observed and performed by the Licensee shall in no way impair the
<br />right of the Licensor to avail itself of any subsequent breach thereof.
<br />Section 13. TERMINATION.
<br />(a) If the Licensee does not use the right herein granted or the Pipeline for one
<br />(I) year, or if the Licensee continues in default in the performance of any covenant or
<br />agreement herein contained-for a period of thirty (30) days after written notice from the
<br />Licensor to the Licensee specifying such default, the Licensor may, at its option, forthwith
<br />immediately terminate this Agreement by written notice.
<br />Exhibit B
<br />Pae3of
<br />0405n
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