- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 39 of 55l. Costs of repair of damage to Runway Bridge Structures caused bytrespassers.m. Costs of repair of damage to Runway Bridge Structures in the event of aderailment, except as provided in Paragraph 5, below.5. In the event of any damage to the Runway Bridge Structures or the Rail CorridorProperty or to any other property of COUNTY or COMPANY located on the RunwayBridge Structures or the Rail Corridor Property, each party may proceed to promptlyrepair their property, regardless of which party may be responsible for the costs ofrepair pursuant to the Railroad-County Agreement, as amended by this Amendment.To the extent applicable, the following shall govern reimbursement: (i) COUNTY shallnot be responsible to reimburse the COMPANY for any repairs made by COMPANY toits Rail Corridor Property and other property of COMPANY, to the extent that thedamage was caused by the intentional misconduct or negligent act of COMPANY, orany agent, contractor, licensee, lessee, or invitee of COMPANY; and (ii) if the necessityfor any repairs to the Runway Bridge Structures or other property of COUNTY locatedthereon was caused by COMPANY's negligence, then COUNTY may seekreimbursement from COMPANY for COUNTY's expenses in repairing the RunwayBridge Structures, to the extent caused by the intentional misconduct or negligent act ofCOMPANY. The parties shall endeavor to resolve among themselves the cause of anydamage, and if the parties are unable in good faith to agree regarding whether anyreimbursement is required, then either of them shall be entitled to seek all availablelegal and administrative remedies (excluding arbitration) to determine their entitlementto reimbursement. In addition, nothing herein shall prevent the COUNTY and theCOMPANY from seeking reimbursement for the cost of any repairs to COUNTY'sRunway Bridge Structures and other COUNTY property located thereon andCOMPANY's Rail Corridor Property and other COMPANY property located thereon fromany other responsible party, including, without limitation, COUNTY's or COMPANY'sagents, contractors, licensees, lessees, or invitees.6. In the event that after the date hereof the COMPANY intends to enter into anagreement or other instrument with an unaffiliated third party to use or possess anyportion of the COMPANY's real property underlying the Easement Property (the "RailCorridor Property"), including without limitation a lease, license or an amendment to anexisting agreement after the date hereof, or otherwise permit any unaffiliated third partyto use or possess any portion of the COMPANY's Rail Corridor Property, includingallowing different or additional uses by an unaffiliated third party under an existingagreement with the COMPANY, then the COMPANY shall notify the COUNTY thereofat least ninety (90) calendar days prior to such lease, license, agreement, amendment,or other transaction. Such notification shall be in writing and shall include a copy of theproposed lease, license, agreement or other instrument (which may be redacted byCOMPANY to remove payment terms and the like), shall describe in reasonable detailthe transaction and the use of the COMPANY's Rail Corridor Property by the otherparty, and shall include any plans and specifications related to such use and anyPage 5 of 12