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Licensee's interest therein. Where such tax, charge, or assessment may not be separately made or assessed
<br />to Licensee but shall be included in the assessment of the property of Licensor, then Licensee shall pay to
<br />Licensor an equitable proportion of such taxes determined by the value of Licensee's property upon
<br />property of Licensor as compared with the entire value of such property.
<br />C. As set forth in the "FLAGGING" Section of this Exhibit B, Licensor shall have the right,
<br />if it so elects, to provide any Safety Measures Licensor deems necessary for the safety of Licensoe's
<br />operations and trackage during Licensee's or its contractor's construction, maintenance, modification,
<br />reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, including, but not
<br />limited to supervision, inspection, and flagging services. In the event Licensor provides such Safety
<br />Measures, Licensor shall submit an itemized invoice to Licensee's notice recipient listed in the
<br />"NOTICES" Article of this Agreement. Licensee shall pay to Licensor the total amount listed on such
<br />invoice within thirty (30) days of Licensee's receipt of such invoice.
<br />Section 8. MODIFICATIONS TO LICENSEE'S FACILITIES.
<br />A. This grant is subject to Licensor's safe and efficient operation of its railroad, and
<br />continued use and improvement of Railroad Property (collectively, "Railroad's Use"). Accordingly,
<br />Licensee shall, at its sole cost and expense, modify, reconstruct, repair, renew, revise, relocate, or remove
<br />(individually, "Modification", or collectively, "Modifications") all or any portion of Licensee's Facilities
<br />as Licensor may designate or identify, in its sole discretion, (i) in the furtherance of Railroad's Use, or
<br />(it) as is necessary to ensure safe and reliable maintenance and operation of the facilities of Licensor
<br />and/or its tenants because of interference from Licensee's Facilities.
<br />B. Upon any Modification of all or any portion of Licensee's Facilities to another location
<br />on Railroad Property, Licensor and Licensee shall execute a Supplemental Agreement to this Wireline
<br />Agreement to document the Modification(s) to Licensee's Facilities on Railroad Property. If the
<br />Modifications result in Licensee's Facilities moving off of Railroad Property, this Agreement will
<br />terminate upon Licensee's completion of such Modification(s) and all requirements contained within the
<br />"TERMINATION; REMOVAL OF LICENSEE'S FACILITIES" Section of this Exhibit B. Any such
<br />Modification(s) off of Railroad Property will not release Licensee from any liability or other obligation of
<br />Licensee arising prior to and upon completion of any such Modifications to the Licensee's Facilities.
<br />Section 9. RESTORATION OF RAILROAD PROPERTY.
<br />In the event Licensee, in any manner moves or disturbs any property of Licensor in connection
<br />with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or
<br />removal of Licensee's Facilities, then, Licensee shall, as soon as possible and at Licensee's sole cost and
<br />expense, restore Licenser's property to the same condition as the same were before such property was
<br />moved or disturbed,
<br />Section 10. INDEMNITY.
<br />A. Definitions. As used in this Section:
<br />1. "Licensor" includes Licensor, its affiliates, its and their officers, directors, agents
<br />and employees, and other railroad companies using Railroad Property at or near
<br />the location of Licensee's installation and their officers, directors, agents, and
<br />employees.
<br />2. "Licensee" includes Licensee and its agents, contractors, subcontractors,
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