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<br /> Form Approved by VP-Law
<br /> 7.5 Evidence of Compliance. Grantee agrees periodically to furnish Grantor with proof satisfactory
<br /> to Grantor that Grantee is in compliance with this Section 7. Should Grantee not comply fully with the above-
<br /> stated obligations of this Section 7, notwithstanding anything contained in any other provision hereof, Grantor
<br /> may, at its option, terminate this Easement Agreement by serving five (5) days' notice of termination upon
<br /> • Grantee. Upon termination, Grantee shall remove the Improvements and restore the Premises as provided in
<br /> Section 9.
<br /> Section 8 Default and Termination.
<br /> 8.1 Grantor's Performance Rights. If at any time Grantee, or Grantee's Contractors, fails to properly
<br /> perform its obligations under this Easement Agreement, Grantor, in its sole discretion, may: (i) seek specific
<br /> performance of the unperformed obligations, or (ii) at Grantee's sole cost, may arrange for the performance of
<br /> such work as Grantor deems necessary for the safety of its rail operations, activities and_property, or to avoid or
<br /> remove any interference with the activities or property of Grantor, or anyone ornyihig present on the rail
<br /> corridor or property with the authority or permission of Grantor. Gran ee shall pro ly rei/r se Grantor for all
<br /> costs of work performed on Grantee's behalf upon receipt of an ivoiQe for si cosGra tor's failure to
<br /> perform any obligations of Grantee or Grantee's Contractors shall not'alter the liabilty w al ocation s t forth in this
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<br /> Easement Agreement. r . t
<br /> 8.2 Abandonment. Grantor may, at its option, terminte-tbis Ease ent Agreemen by serving five
<br /> (5) days' notice in writing upon Grantee if Grantee should abandon ocease to\se the Premises for the
<br /> Easement Purpose. Any waiver by Grantor of any default or defatlts shall 'o constitute a waiver of the right to
<br /> terminate this Easement Agreement for any subsequent defltlor default or sha►t'any such waiver in any
<br /> way affect Grantor's ability to enforce any section of this Ease Agreemen.
<br /> 8.3 illiEffect of Termination or Expiration.Veit e ermina to • or ex iration will release Grantee from
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<br /> any liability or obligation under this Easement, whether 's i d mnity okotherwise, resulting from any acts,
<br /> omissions or events happening prior to the d.teo termination,o expirat o or, if later, the date the Premises
<br /> rare restored as required by Section 9. 4,,
<br /> 8i4 Non-exclusive Remedies. T remedies se forth in this Section 8 shall be in addition to, and
<br /> not in limitation of, any other remedies tha\Gr tor_may � under the OVERPASS Agreement, at law or in
<br /> equity.
<br /> Section 9 Surrender of Premises
<br /> 9.1 ,,=Re o I of Improvements a `d,Ete'Storation. Upon termination of this Easement Agreement,
<br /> whether by�abaindonment of the Ea e�tient or l /the exercise of Grantor's termination rights hereunder, Grantee
<br /> shall, at its-sole cost andaex9ense, ifimedialeJy perform the following: •
<br /> . ,..*', a) ', --move all or such portion of Grantee's Improvements and all appurtenances
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<br /> thereto)rprn the Premises, as Grantor directs at Grantor's sole discretion;
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<br /> (b).^-, repair and restore any damage to the Premises arising from, growing out of, or
<br /> `-`" ed with Grantee's use of the Premises;
<br /> (c) remedy any unsafe conditions on the Premises created or aggravated by
<br /> Grantee; and
<br /> (d) leave the Premises in the condition which existed as of the Effective Date.
<br /> 9.2 Limited License for Entry. If this Easement Agreement is terminated, Grantor may direct
<br /> Grantee to undertake one or more of the actions set forth above, at Grantee's sole cost, in which case Grantee
<br /> shall have a limited license to enter upon the Premises to the extent necessary to undertake the actions directed
<br /> by Grantor. The terms of this limited license include all of Grantee's obligations under this Easement
<br /> Agreement. Termination will not release Grantee from any liability or obligation under this Easement Agreement,
<br /> whether of indemnity or otherwise, resulting from any acts, omissions or events happening prior to the date of
<br /> Form 105; Rev. 06/01/05
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