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PL X 980112
<br />Form AppmveQ AVP -Law
<br />In the event the Licensor authorizes the Licensee to take down any fence of the Licensor or in any manner move
<br />or disturb any of the other property of the licensor in connection with the construction, maintenance, repair, renewal,
<br />modification, reconstruction, relocation or removal of the Pipeline, then in that event the licensee shall, as soon as possible
<br />and at Licensee's sole expense, restore such fence and other property to the some condition as the same were in before
<br />such fence was taken down or such other property was moved or disturbed and the Licensee shall indemnify and hold
<br />harmless the Licensor, 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 attomeys' 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 />damage, loss or destruction grows out of or arises from the taking down of any fence or the moving or disturbance of any
<br />other property of the Licensor.
<br />a) As used in this Section, Ucensor' includes other railroad companies using the licensor's property at or near the
<br />location of the Licensee'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' tees, which may result from: a) injury to or death of persons whomsoever (including the Licensor's officers,
<br />agents, and employees, the Licensee's officers, agents, and employees, as well as any other person); and/or b) damage
<br />to or loss or destruction of 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 />b) As a major inducement and in consideration of the license and permission herein granted the Licensee agrees
<br />to indemnify and hold harmless the Licensor from any Loss which is due to or arises from:
<br />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 />pat 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.
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<br />Prior to the termination of this Agreement howsoever, the licensee shall, at Licensee's sole expense,
<br />remove the Pipeline from those portions of the property not occupied by the roadbed and track or tracks of the Licensor
<br />and shall restore, to the satisfaction of the Licensor, such portions of such property to as good a condition as they were
<br />in at the time of the construction of the Pipeline. If the Licensee fails to do the foregoing, the Licensor may do such work
<br />of removal and restoration at the cost and expense of the Licensee. The licensor may, at its option upon such termination
<br />at the entire cost and expense of the Licensee, 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 Licensee to do such work of removal and restoration to the satisfaction of the licensor. In the event
<br />of the removal by the licensor of the property of the Licensee and of the restoration of the roadbed and property as herein
<br />provided the Licensor shall in no manner be liable to the Licensee for any damage sustained by the Licensee for or on
<br />account thereof, and such removal and restoration shall in no manner prejudice or impair any right of action for damages,
<br />or otherwise, that the licensor may have against the Licensee,
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<br />The waiver by the licensor of the breach of any condition covenant or agreement herein contained to be kept,
<br />observed and performed by the Licensee shall in no way impair the right of the Licensor to avail itself of any remedy for
<br />any subsequent breach thereof.
<br />pbccxb Page 3 of 4 Exhibit B
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