Burlington Northern Santa Fe (BNSF) 8/29/2016

EASEMENT AGREEMENT FOR (Overpass Agreement) THIS EASEMENT AGREEMENT FOR ("Easement Agreement") is made and entered into as of the day of 20 ("Effective Date"), by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Grantor"), and , a ("Grantee"). A. Grantor owns or controls certain real property situated at or near the vicinity of , County of , State of , at Mile Post , [Project # ], as described or depicted on Exhibit "A-1" attached hereto and made a part hereof(the "Premises"). B. Grantor and Grantee have entered into that certain Overpass Agreement dated as of concerning improvements on or near the Premises (the "Overpass Agreement"). C. Grantee has requested that Grantor grant to Grantee an easement over the Premises for the Easement Purpose (as defined below). D. Grantor has agreed to grant Grantee such easement, subject to the terms and conditions set forth in this Easement Agreement. NOW, THEREFORE, for and in consideration of the foregoing recitals which are incorporated herein, the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1 Granting of Easement. 1.1 Easement Purpose. The "Easement Purpose" shall be for the purposes set forth in the OVERPASS Agreement. Any improvements to be constructed in connection with the Easement Purpose are referred to herein as "Improvements" and shall be constructed, located, configured and maintained by Grantee in strict accordance with the terms of this Easement Agreement and the OVERPASS Agreement. 1.2 Grant. Grantor does hereby grant unto Grantee a non-exclusive easement ("Easement") over the Premises for the Easement Purpose and for no other purpose. The Easement is granted subject to any and all 18