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<br />Form Approved, A VP Law
<br />Updated 07/2006
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<br />EXHIBIT B
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<br />Section 1.
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<br />LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
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<br />A. The foregoing grant of right is subject and subordinate to the prior and continuing right and
<br />obligation of the Licensor to use and maintain its entire property including the right and power of
<br />the Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate
<br />railroad tracks, signal, communication, fiber optics, or other wire lines, pipelines and other
<br />facilities upon, along or across any or all parts of its property, all or any of which may be freely
<br />done at any time or times by the Licensor without liability to the Licensee or to any other party
<br />for compensation or damages.
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<br />B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of
<br />licensees and lessees of the Licensor's property, and others) and the right ofthe Licensor to renew
<br />and extend the same, and is made without covenant of title or for quiet enjoyment.
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<br />Section 2.
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<br />CONSTRUCTION. MAINTENANCE AND OPERATION.
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<br />A. The Pipeline shall be constructed, operated, maintained, repaired, renewed, modified and/or
<br />reconstructed by the Licensee in strict conformity with (i) Licensor's current standards and
<br />specifications ("UP Specifications"), except for variances approved in advance in writing by the
<br />Licensor's Assistant Vice President Engineering - Design, or his authorized representative; (ii)
<br />such other additional safety standards as the Licensor, in its sole discretion, elects to require,
<br />including, without limitation, American Railway Engineering and Maintenance-of-Way
<br />Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"),
<br />and (iii) all applicable laws, rules and regulations ("Laws"). If there is any conflict between the
<br />requirements of any Law and the UP Specifications or the UP Additional Requirements, the most
<br />restrictive will apply.
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<br />B. All work performed on property of the Licensor in connection with the construction,
<br />maintenance, repair, renewal, modification or reconstruction of the Pipeline shall be done to the
<br />satisfaction of the Licensor.
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<br />C. Prior to the commencement of any work in connection with the construction, maintenance, repair,
<br />renewal, modification, relocation, reconstruction or removal of the Pipeline where it passes
<br />underneath the roadbed and track or tracks of the Licensor, the Licensee shall submit to the
<br />Licensor plans setting out the method and manner of handling the work, including the shoring and
<br />cribbing, if any, required to protect the Licensor's operations, and shall not proceed with the work
<br />until such plans have been approved by the Licensor's Assistant Vice President Engineering
<br />Design, or his authorized representative, and then the work shall be done to the satisfaction of the
<br />Licensor's Assistant Vice President Engineering Design or his authorized representative. The
<br />Licensor shall have the right, if it so elects, to provide such support as it may deem necessary for
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