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(b) If RAILWAY shall be required by any governmental authority having jurisdiction over the
<br /> Premises to remove,relocate, reconstruct or discontinue operation of its railroad on or about the Premises;
<br /> or
<br /> (c) If RAILWAY, in the good faith judgment of its Superintendent,shall require a change in
<br /> the location or elevation of its railroad on or about the location of the Facilities or the Premises that might
<br /> effectively prohibit the use or operation of the Facilities;or
<br /> (d) If RAILWAY, in the good faith judgment of its Superintendent, determines that the
<br /> maintenance or use of the Facilities unduly interferes with the operation and maintenance of the facilities of
<br /> RAILWAY, or with the present or future use of such property by RAILWAY, its lessees, affiliates,
<br /> successors or assigns,for their respective purposes.
<br /> 16. Condemnation. If the Premises or any portion thereof shall be taken or condemned in whole or in
<br /> part for public purposes, or sold in lieu of condemnation, then this Agreement and the rights granted to LICENSEE
<br /> hereunder shall,at the sole option of RAILWAY, forthwith cease and terminate. All compensation awarded for any
<br /> taking (or sale proceeds in lieu thereof) shall be the property of RAILWAY, and LICENSEE shall have no claim
<br /> thereto,the same being hereby expressly waived by LICENSEE.
<br /> 17. Removal of Facilities: Survival. The Facilities are and shall remain the personal property of
<br /> LICENSEE. Upon the termination of this Agreement,upon RAILWAY's written request.LICENSEE shall remove
<br /> the Facilities from the Premises within one hundred eighty days (180) days after the effective date thereof. In
<br /> performing such removal,unless otherwise directed by RAILWAY,LICENSEE shall restore the Premises to the same
<br /> condition as existed prior to the installation or placement of Facilities,reasonable wear and tear excepted. In the event
<br /> LICENSEE shall fail to so remove the Facilities or restore the Premises,the Facilities shall be deemed to have been
<br /> abandoned by LICENSEE, and RAILWAY have the right to use, remove, destroy or otherwise dispose of at its
<br /> discretion and without responsibility for accounting to LICENSEE therefor; provided, however, in the event
<br /> RAILWAY elects to remove the Facilities,RAILWAY,in addition to any other legal remedy it may have,shall have
<br /> the right to recover from LICENSEE all costs incurred in connection with such removal and the restoration of the
<br /> Premises. Notwithstanding anything to the contrary contained in this Agreement,the termination of this Agreement
<br /> shall not relieve LICENSEE from LICENSEE's obligations accruing prior to the termination date,and such obligations
<br /> shall survive any such termination of this Agreement.
<br /> 18. Interests in Real Property
<br /> LICENSEE shall acquire or settle all property, property rights and all damages to property affected by the
<br /> installation,construction,maintenance,and operation of the Facilities. The cost of said property,property rights and
<br /> damages to property shall be borne by LICENSEE.
<br /> RAILWAY, insofar as it has the legal right so to do,shall permit LICENSEE to enter upon lands owned or
<br /> operated by RAILWAY to construct and occupy its property with sufficient width to permit construction and
<br /> maintenance of the Facilities. LICENSE and RAILWAY shall enter into good faith negotiations for a price to be
<br /> consistent with the property interest determined by LICENSEE to be needed for the proposed improvement.
<br /> However, the price to be paid by LICENSEE to RAILWAY for said conveyances (representing the fair
<br /> market value thereof plus damages, if any, to the residue)shall be as mutually agreed upon within nine (9) months
<br /> from the date of occupancy by LICENSEE,and if agreement as to price is reached,an additional period of ninety(90)
<br /> days shall be allowed for settlement, it being agreed however, that if no agreement as to price is reached within the
<br /> aforesaid nine (9) month period, LICENSEE will within ninety (90) days thereafter institute an eminent domain
<br /> proceeding authorized by law for the determination of the value of same. The provisions of this Agreement shall
<br /> survive the institution of such eminent domain proceeding.
<br /> -S-
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