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<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 />
<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 />
<br />17. Removal of Facilities; Survival. The Facilities are and shall remain the personal property of
<br />LICENSEE. Upon the termination of this Agreement, LICENSEE shall remove the Facilities from the Premises within
<br />thirty (30) days after the effective date thereof. In performing such removal, unless otherwise directed by RAILWAY,
<br />LICENSEE shall restore the Premises to the same condition as existed prior to the installation or placement of
<br />Facilities, reasonable wear and tear excepted. In the event LICENSEE shall fail to so remove the Facilities or restore
<br />the Premises, the Facilities shall be deemed to have been abandoned by LICENSEE, and the same shall become the
<br />property of RAILWAY for RAILWAY to use, remove, destroy or otherwise dispose of at its discretion and without
<br />responsibility for accounting to LICENSEE therefor; provided, however, in the event RAILWAY elects to remove
<br />the Facilities, RAILWAY, in addition to any other legal remedy it may have, shall have the right to recover from
<br />LICENSEE all costs incurred in connection with such removal and the restoration of the Premises. Notwithstanding
<br />anything to the contrary contained in this Agreement, the termination of this Agreement shall not relieve LICENSEE
<br />from LICENSEE's obligations accruing prior to the termination date, and such obligations shall survive any such
<br />termination of this Agreement.
<br />
<br />18. Interests in Real Property
<br />
<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 />
<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 />
<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
<br />(90) days shall be allowed for settlement, it being agreed however, that if no agreement as to price is reached within
<br />the 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 />
<br />LICENSEE shall furnish the plans and descriptions for any such conveyance. It is understood, however, that
<br />the foregoing right of entry is a permissive use only, and this Section is not intended to convey or obligate RAILWAY
<br />to convey any interest in its land.
<br />
<br />
<br />II. SCOPE OF RAILROAD PROJECT, AND MAINTENANCE AND OWNERSHIP OF PROJECT
<br />IMPROVEMENTS
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