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200502'738
<br />retained along with the general right of Grantor, its successors and assigns, to the use of the
<br />Property for any purpose not inconsistent with Grantee's use of the Property for the purposes
<br />herein defined. Grantee acknowledges that this grant of easement is subject to the terms and
<br />conditions of the federal grant under which Grantor acquired its interest in the Property. Without
<br />limitation of the foregoing, the easement granted herein is subject to the needs and requirements
<br />of Grantor, its successors and assigns, in the improvement and use of Grantor's property in
<br />connection with rail operations, and Grantee shall, at the sole cost and expense of Grantee, move
<br />all or any portion of the highway from the Property, as Grantor may designate, whenever, in the
<br />furtherance of such needs and requirements, Grantor shall find such action necessary or
<br />desirable. Prior to the exercise of Grantor's right to require relocation of the highway, the
<br />following process shall be followed: (a) Grantor shall notify Grantee as soon as reasonably
<br />practicable that it is considering a project that may require relocation of the highway, (b) Grantor
<br />shall promptly thereafter consult with Grantee for a period not to exceed sixty (60) days to
<br />explore all commercially and operationally reasonable design alternatives to avoid or minimize
<br />the highway relocation, and (c) if Grantor reasonably determines after such consultation that the
<br />highway must be relocated to accommodate Grantor's rail operations, then Grantee shall have up
<br />to two (2) years after Grantor gives Grantee notice of such determination to cease using for
<br />highway purposes the portion thereof so required to be relocated. All the provisions of this Deed
<br />shall, so far as the highway remains on property of Grantor, apply to the highway as relocated.
<br />This grant of easement is made SUBJECT to all outstanding leases, licenses and
<br />other outstanding rights, including, but not limited to, those for pipe, telephone, electric and fiber
<br />optic lines and the right of renewals and extensions of the same, and subject also to all
<br />conditions, limitations, restrictions, encumbrances, reservations or interests of any person which
<br />may affect the Property, whether recorded or unrecorded.
<br />The easement herein granted is also limited to such rights as Grantor may have in
<br />the Property and is granted without warranty, express or implied. No damages shall be
<br />recoverable from Grantor because of any dispossession of Grantee or because of failure of, or
<br />defect in, Grantor's title.
<br />Grantee covenants to maintain the Property in good repair so that no damage will
<br />result from its use to the adjacent land of Grantor, its successors and assigns. Grantee covenants
<br />that its use of the easement will not interfere with the railroad operations of Grantor, its
<br />successors and assigns.
<br />To the extent it may lawfully do so, Grantee agrees to indemnify, defend, and
<br />hold harmless Grantor and its affiliates, their officers, agents, employees, successors or assigns
<br />(the "Indemnitecs "), against and from any and all liability (including, without limitation, strict
<br />liability), damages (including, without limitation, consequential or punitive damages), claims,
<br />demands, actions, causes of action, costs and expenses of whatsoever nature (including, without
<br />limitation, court costs and attorneys' fees), which may result from personal injury to or death of
<br />persons whomsoever, or damage to or loss or destruction of property whatsoever, when such
<br />personal injury, death, loss, destruction or damage, howsoever caused, grows out of or arises
<br />from the exercise by Grantee of any of the easement rights herein granted. The foregoing
<br />indemnity shall apply regardless of any negligence of an Indemnitee, excepting only the sole
<br />G \I.AWADM \BM"SA \Omaha \State of NE Dcpt of Rds,Hall County Eascmcut Dccd.doc 2
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