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PL X 980112
<br />Form Approved, AVP-Law
<br />Section 10. INDEMNITY.
<br />(a) As used in this Section, "Licensor" includes other railroad companies using the Licensor's
<br />property at or near the location of the Licensee's installation and their officers, agents, and employees;
<br />"Loss" includes loss, damage, claims, demands, actions, causes of action, penalties, costs, and expenses of
<br />whatsoever nature, including court costs and attorneys' fees, which may result from: (a) injury to or death
<br />of persons whomsoever (including the Licensor's officers, agents, and employees, the Licensee's officers,
<br />agents, and employees, as well as any other person); and/or (b) damage to or loss or destruction of
<br />property whatsoever (including Licensee's property, damage to the roadbed, tracks, equipment, or other
<br />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
<br />Licensee agrees to indemnify and hold harmless the Licensor from any Loss which is due to or arises
<br />from:
<br />i. The prosecution of any work contemplated by this Agreement including the installation,
<br />construction, maintenance, repair, renewal, modification, reconstruction, relocation, or removal of
<br />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 11. REMOVAL OF PIPE LINE UPON TERMINATION OF AGREEMENT.
<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
<br />of the Licensor and shall restore, to the satisfaction of the Licensor, such portions of such property to as
<br />good a condition as they were in at the time of the construction of the Pipeline. If the Licensee fails to do
<br />the foregoing, the Licensor may do such work of removal and restoration at the cost and expense of the
<br />Licensee. 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 tracks and
<br />restore such roadbed to as good a condition as it was in at the time of the construction of the Pipeline, or it
<br />may permit the Licensee to do such work of removal and restoration to the satisfaction of the Licensor. in
<br />the event of the removal by the Licensor of the property of the Licensee and of the restoration of the
<br />roadbed and property as herein provided, the Licensor shall in no manner be liable to the Licensee for any
<br />damage sustained by the Licensee for or on account thereof, and such removal and restoration shall in no
<br />manner prejudice or impair any right of action for damages, or otherwise, that the Licensor may have
<br />against the Licensee.
<br />Section 12. WAIVER OF BREACH.
<br />The waiver by the Licensor of the breach of any condition, covenant or agreement herein contained to be
<br />kept, observed and performed by the Licensee shall in no way impair the right of the Licensor to avail
<br />itself of any remedy for any subsequent breach thereof.
<br />plx.exb
<br />Exhibit B
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