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<br />Easement Agreement
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<br /> Form 704CM; Rev. 04/20/2023
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<br />(b) to install, construct, maintain, renew, repair, replace, use, operate, change, modify and
<br />relocate any tracks or additional facilities or structures upon, over, under or across the
<br />Premises; and
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<br />(c) to use the Premises in any manner as the Grantor in its sole discretion deems
<br />appropriate, provided Grantor uses all commercially reasonable efforts to avoid material
<br />interference with the use of the Premises by Grantee for the Easement Purpose.
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<br />Section 2 Term of Easement. The term of the Easement, unless sooner terminated under provisions of this
<br />Easement Agreement, shall be perpetual.
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<br />Section 3 No Warranty of Any Conditions of the Premises . Grantee acknowledges that Grantor has
<br />made no representation whatsoever to Grantee concerning the state or condition of the Premises, or any personal
<br />property located thereon, or the nature or extent of Grantor's ownership interest in the Premises. Gran tee has
<br />not relied on any statement or declaration of Grantor, oral or in writing, as an inducement to entering into this
<br />Easement Agreement, other than as set forth herein. GRANTOR HEREBY DISCLAIMS ANY
<br />REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, AS TO THE DESIGN OR
<br />CONDITION OF ANY PROPERTY PRESENT ON OR CONSTITUTING THE PREMISES, ITS
<br />MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THE QUALITY OF THE MATERIAL OR
<br />WORKMANSHIP OF ANY SUCH PROPERTY, OR THE CONFORMITY OF ANY SUCH PROPERTY TO ITS
<br />INTENDED USES. GRANTOR SHALL NOT BE RESPONSIBLE TO GRANTEE OR ANY OF GRANTEE'S
<br />CONTRACTORS FOR ANY DAMAGES RELATING TO THE DESIGN, CONDITION, QUALITY, SAFETY,
<br />MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY PROPERTY PRESENT ON
<br />OR CONSTITUTING THE PREMISES, OR THE CONFORMITY OF ANY SUCH PROPERTY TO ITS INTENDED
<br />USES. GRANTEE ACCEPTS ALL RIGHTS GRANTED UNDER THIS EASEMENT AGREEMENT IN THE
<br />PREMISES IN AN "AS IS, WHERE IS" AND "WITH ALL FAULTS" CONDITION, INCLUDING ENVIRONMENTAL
<br />CONDITION, AND SUBJECT TO ALL LIMITATIONS ON GRANTOR'S RIGHTS, INTERESTS AND TITLE TO
<br />THE PREMISES. Grantee has inspected or will inspect the Premises, and enters upon Grantor's rail corridor and
<br />property with knowledge of its physical condition and the danger inhere nt in Grantor's rail operations on or near
<br />the Premises. Grantee acknowledges that this Easement Agreement does not contain any implied warranties
<br />that Grantee or Grantee's Contractors (as hereinafter defined) can successfully construct or operate the
<br />Improvements.
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<br />Section 4 Nature of Grantor's Interest in the Premises. GRANTOR DOES NOT WARRANT ITS TITLE
<br />TO THE PREMISES NOR UNDERTAKE TO DEFEND GRANTEE IN THE PEACEABLE POSSESSION OR USE
<br />THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE. In case of the eviction of Grantee by anyone
<br />owning or claiming title to or any interest in the Premises, or by the abandonment by Grantor of the affected rail
<br />corridor, Grantor shall not be liable to refund Grantee any compensation paid hereunder.
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<br />Section 5 Improvements. Grantee shall take, in a timely manner, all actions necessary and proper to the
<br />lawful establishment, construction, operation, and maintenance of the Improvements, including such actions as
<br />may be necessary to obtain any required permits, approvals or auth orizations from applicable governmental
<br />authorities. Any and all cuts and fills, excavations or embankments necessary in the construction, maintenance,
<br />or future alteration of the Improvements shall be made and maintained in such m anner, form and extent as will
<br />provide adequate drainage of and from the adjoining lands and premises of the Grantor; and wherever any such
<br />fill or embankment shall or may obstruct the natural and pre-existing drainage from such lands and premises of
<br />the Grantor, the Grantee shall construct and maintain such culverts or drains as may be requisite to preserve such
<br />natural and pre-existing drainage, and shall also wherever necessary, construct extensions of existing drains,
<br />culverts or ditches through or along the premises of the Grantor, such extensions to be of adequate sectional
<br />dimensions to preserve the present flowage of drainage or other waters, and of materials and workmanship
<br />equally as good as those now existing. In the event any construction, repair, maintenance, work or other use of
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