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Article 4. LICENSEE'S COMPLIANCE WITH GENERAL TERMS.
<br />Licensee represents and warrants that all work on Licensee's Facilities performed by Licensee
<br />or its contractors will strictly comply with all terms and conditions set forth herein, including the
<br />General Terms and Conditions, attached hereto as Exhibit B and made a part hereof.
<br />Article 5. INSURANCE.
<br />A. During the term of this Agreement, Licensee shall fully comply or cause its contractor(s) to
<br />fully comply with the insurance requirements described in Exhibit C, attached hereto and made a part
<br />hereof. Upon request only, Licensee shall send copies of all insurance documentation (e.g., certificates,
<br />endorsements, etc.) to Licensor at the address listed in the "NOTICES" Section of this Agreement.
<br />B. If Licensee is subject to statute(s) limiting its insurance liability and/or limiting its ability to
<br />obtain insurance in compliance with Exhibit C of this Agreement, those statutes shall apply.
<br />Article 6. DEFINITION OF LICENSEE.
<br />For purposes of this Agreement, all references in this Agreement to Licensee will include
<br />Licensee's contractors, subcontractors, officers, agents and employees, and others acting under its or
<br />their authority (collectively, a "Contractor"). If a Contractor is hired by Licensee to perform any work
<br />on Licensee's Facilities (including initial construction and subsequent relocation, maintenance, and/or
<br />repair work), then Licensee shall provide a copy of this Agreement to its Contractor(s) and require its
<br />Contractor(s) to comply with all terms and conditions of this Agreement, including the indemnification
<br />requirements set forth in the "INDEMNITY" Section of Exhibit B. Licensee shall require any
<br />Contractor to release, defend, and indemnify Licensor to the same extent and under the same terms and
<br />conditions as Licensee is required to release, defend, and indemnify Licensor herein.
<br />Article 7. ATTORNEYS' FEES EXPENSES AND COSTS.
<br />If litigation or other court action or similar adjudicatory proceeding is undertaken by Licensee
<br />or Licensor to enforce its rights under this Agreement, all fees, costs, and expenses, including, without
<br />limitation, reasonable attorneys' fees and court costs, of the prevailing Party in such action, suit, or
<br />proceeding shall be reimbursed or paid by the Party against whose interest the judgment or decision is
<br />rendered. The provisions of this Article shall survive the termination of this Agreement.
<br />Article 8. WAIVER OF BREACH.
<br />The waiver by Licensor of the breach of any condition, covenant or agreement herein contained
<br />to be kept, observed and performed by Licensee shall in no way impair the right of Licensor to avail
<br />itself of any remedy for any subsequent breach thereof.
<br />Article 9. ASSIGNMENT.
<br />A. Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted,
<br />without the written consent of Licensor, which must be requested in writing by Licensee. Any
<br />assignment or attempted transfer of this Agreement or any of the rights herein granted, whether
<br />voluntary, by operation of law, or otherwise, without Licensor's written consent, will be absolutely void
<br />and may result in Licensor's termination of this Agreement pursuant to the "TERMINATION;
<br />REMOVAL OF LICENSEE'S FACILITIES" Section of Exhibit B.
<br />B. Upon Licensor's written consent to any assignment, this Agreement will be binding upon and
<br />inure to the benefit of the parties thereto, successors, heirs, and assigns, executors, and administrators.
<br />Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 N. (402) 501-0340
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