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<br />Pipeline Crossing 07/20/08
<br />Form Approved, AVP Law
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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 wirelines, 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 of the 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 />CONSTRUCTION4 MAINTENANCE AND OPERATION.
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<br />A. The Pipeline shall be designed, constructed, operated, maintained, repaired, renewed, modified
<br />and/or 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- W ay
<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 design, 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 design, construction,
<br />maintenance, repair, renewal, modification, relocation, reconstruction or removal of the Pipeline
<br />where it passes underneath the roadbed and track or tracks of the Licensor, the Licensee shall
<br />submit to the Licensor plans setting out the method and manner of handling the work, including
<br />the shoring and cribbing, if any, required to protect the Licensor's operations, and shall not
<br />proceed with the work until such plans have been approved by the Licensor's Assistant Vice
<br />President Engineering Design, or his authorized representative, and then the work shall be done to
<br />the satisfaction of the Licensor's Assistant Vice President Engineering Design or his authorized
<br />representative. The Licensor shall have the right, if it so elects, to provide such support as it may
<br />deem necessary for the safety of its track or tracks during the time of construction, maintenance,
<br />repair, renewal, modification, relocation, reconstruction or removal of the Pipeline, and, in the
<br />event the Licensor provides such support, the Licensee shall pay to the Licensor, within fifteen
<br />(15) days after bills shall have been rendered therefore, all expenses incurred by the Licensor in
<br />connection therewith, which expenses shall include all assignable costs.
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