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<br />communication, signal or other wires or electrical apparatus, or shall place structures or additional wires
<br />or electrical apparatus upon its said right of way, or shall make on its said right of way any change to any
<br />line, grade, track, roadbed, installations, works or structures or in the use of any such line, grade, track,
<br />roadbed, installations, works or structure, which would be affected by the Facilities of Licensee or by the
<br />use thereof, Licensee shall within thirty (30) days of written notice from the Company to Licensee, at
<br />Licensee's sole cost and expense, make such changes in the location and character of the Facilities as, in
<br />the opinion of Company, shall be necessary or appropriate on account of any such changes or additions.
<br />7. Licensee will notify Company prior to the installation and placing in service of
<br />cathodic protection in order that tests maybe conducted on Company's signal, communications and other
<br />electronic systems for possible interference. If the Facilities cause degradation of the signal,
<br />communications or other electronic facilities of Company, Licensee, at its expense, will relocate the
<br />cathodic protection and/or modify the Facilities to the satisfaction of Company so as to eliminate such
<br />degradation. Such modifications may include, without limiting the generality of the foregoing; providing
<br />additional shielding, reactances or other corrective measures deemed necessary by Company. This
<br />provision applies to the existing signal, communications and electronic equipment of Company and to any
<br />signal, communications or electronic equipment that Company may install in the future.
<br />8. If Licensee fails to take any corrective measures requested by Company in a
<br />timely manner or if an emergency situation is presented which, in the Company's judgment, requires
<br />immediate repairs to the facilities, Company, at Licensee's expense, may undertake such corrective
<br />measures or repairs as it deems necessary or desirable and Licensee shall reimburse Corirpany upon
<br />receipt of an invoice.
<br />9. Notwithstanding any other provision of this Agreement, it is understood, agreed
<br />and covenanted that Licensee accepts this Agreement as a mere license and assumes all risk of damage to
<br />its property by reason of its occupation of the premises herein described caused by any defects therein or
<br />business conducted thereon, whether caused by the negligence of Company, its officers, agents or
<br />employees, or otherwise, and Licensee hereby indemnifies Company, its officers, agents, and employees,
<br />from and against any such liability for said damage. The indemnity contained herein is intended to
<br />survive the termination of this Agreement.
<br />10. Company shall furnish, at the cost of Licensee, labor and materials to support its
<br />tracks and to protect its traffic during the installation, maintenance, repair, renewal or removal of the
<br />Facilities.
<br />11. It is further agreed between the parties that the premises shall be used by
<br />Licensee only for the Facilities and for no other purpose without the written permission of the chief
<br />engineering officer of Company.
<br />12. Licensee shall give Company seventy-two (72) hours' advance notice (or less in
<br />case of emergencies) of any work to be performed on the premises of Company. Licensee agrees to pay
<br />any costs incurred by Company for the purpose of protection and inspection considered necessary by
<br />Company during installation, maintenance, operation, modification, replacement and/or removal of the
<br />Facilities. Such costs shall be paid upon the Company's submission of an invoice to Licensee.
<br />13. Licensee shall not assign this Agreement without the written consent of
<br />Company which consent may be withheld in Company's sole discretion.
<br />14. The word "Company" as used herein shall include any other company whose
<br />property at the aforesaid location maybe leased or operated by Company. Said term also shall include
<br />Company's officers, agents and employees, and any parent company, subsidiary or affiliate of Company
<br />and their officers, agents and employees.
<br />050903B
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