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Form Approved, AVP-Law
<br />Updated 051918
<br />EXHIBIT B
<br />GENERAL TERMS AND CONDITIONS
<br />Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.
<br />A. The foregoing grant is subject and subordinate to the prior and continuing right and
<br />obligation of Licensor to use and maintain its entire property including the right and power of Licensor to
<br />construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal,
<br />communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or
<br />all parts of its property, all or any of which may be freely done at any time or times by Licensor without
<br />liability to Licensee or to any other party for compensation or damages.
<br />B. The foregoing grant is also subject to all outstanding superior rights (including those in
<br />favor of licensees and lessees of Railroad Property) and the right of Licensor to renew and extend the
<br />same, and is made without covenant of title or for quiet enjoyment. It shall be Licensee's sole obligation
<br />to obtain such additional permission, license and grants necessary on account of any such existing rights.
<br />Section 2. ENGINEERING REQUIREMENTS; PERMITS.
<br />A. Licensee's Facilities will be designed, constructed, operated, maintained, repaired,
<br />renewed, modified, reconstructed, removed, or abandoned in place on Railroad Property by Licensee or
<br />its contractor to Licensor's satisfaction and in strict conformity with: (i) Licensors current engineering
<br />standards and specifications, including those for aerial marker balls, shoring and cribbing to protect
<br />Licensor's railroad operations and facilities ("UP Specifications"), except for variances approved in
<br />advance in writing by Licensors Assistant Vice President Engineering — Design or its authorized
<br />representative ("UP Engineering Representative"); (ii) such other additional safety standards as Licensor,
<br />in its sole discretion, elects to require, including, without limitation, American Railway Engineering and
<br />Maintenance -of -Way Association ("AREMA") standards and guidelines (collectively, "UP Additional
<br />Requirements"); and (iii) all applicable laws, rules, and regulations, including any applicable Federal
<br />Railroad Administration, Federal Energy Regulatory Commission, and Federal Aviation Administration
<br />regulations and enactments (collectively, "Laws"). If there is any conflict between UP Specifications, UP
<br />Additional Requirements, and Laws, the most restrictive will apply.
<br />B. If Licensee's Facilities will be located underground, Licensee shall keep the soil over
<br />Licensee's Facilities thoroughly compacted, and maintain the grade over and around Licensee's Facilities
<br />even with the surface of the adjacent ground.
<br />C. Licensee shall not transmit electric current from Licensee's Facilities at a difference of
<br />potential in excess of the voltage indicated on Exhibit A. If the voltage indicated is in excess of seven
<br />hundred fifty volts (750V), and Licensee's Facilities will be buried at any location outside of track ballast
<br />or roadbed on Railroad Property, Licensee shall install metallic conduit, or non-metallic conduit encased
<br />in a minimum of three inches (3") of concrete with a minimum of four feet (T) of ground cover the entire
<br />length of Licensee's Facilities. Any of Licensee's Facilities buried by removal of soil shall have, at a depth
<br />of one foot (P) beneath the surface of the ground directly above Licensee's Facilities, with a six inch (6")
<br />wide warning tape labeled "Danger -High Voltage" or equivalent wording. Any of Licensee's Facilities
<br />encased in conduit, jacked, or bored under Railroad Property must be identified with warning signs
<br />("Warning Signs") at each edge of Railroad Property, to be installed and properly maintained at
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