- 1 - PERPETUAL AERIAL EASEMENT ACQUISITION AGREEMENT ...

Exhibit 2Page 41 of 557. The COMPANY agrees to provide to the COUNTY prior notice of future facilitiesproposed to be constructed on the Rail Corridor Property by the COMPANY and by anyaffiliate of the COMPANY or a Railroad Operator and of future uses of the Rail CorridorProperty by the COMPANY and by any affiliate of the COMPANY or a RailroadOperator, including without limitation, facilities for the implementation of Positive TrainControl (PTC) systems (collectively, "Future Facilities"), so that the parties canreasonably determine whether such facilities or the use thereof might endanger orinterfere with the use or operation of aircraft on the Runway Bridge Structures, or theflight of aircraft, within the Easement Property, including but not limited to,electromagnetic interference, lighting, or undue amount of smoke. COMPANY shallprovide at least ninety (90) calendar days' prior written notice to the COUNTY of anyproposed Future Facilities. Such notice shall set forth in reasonable detail a descriptionof such proposed Future Facilities and uses by the COMPANY, its affiliated party orRailroad Operator, including technical specifications to perform compatibility evaluation,including as applicable, frequency information, transmitter/receiver/antenna location(x,y,z), power output information, etc., and an assessment of any potential danger orinterference. Upon the request of the COUNTY, the COMPANY shall provide to theCOUNTY such plans, specifications, and other materials as the COUNTY mayreasonably request for purposes of its assessment of the potential danger orinterference. In addition, the COMPANY, its affiliate, or the Railroad Operator maymake such filings with respect to the proposed Future Facilities with the FAA, the FRA,and the Federal Communications Commission, or any successor governmentalauthority ("FCC"), as may be required by applicable federal regulations, and shallprovide a copy any such filings to the COUNTY. In the event that the COUNTYreasonably determines that any proposed Future Facilities will endanger or interferewith the use or operation of the Runway Bridge Structures, including the operation ofaircraft on the Runway Bridge Structures, or the flight of aircraft within the EasementProperty, including without limitation, as a result of electromagnetic interference,lighting, or undue amount of smoke, then the COUNTY shall notify the COMPANYthereof within sixty (60) calendar days after receipt of the notice from the COMPANY,and the COUNTY and the COMPANY shall as soon as reasonably practical thereafterconfer with each other in good faith to endeavor to remedy or mitigate such interferenceto the reasonable satisfaction of the COUNTY and the COMPANY. The COUNTY andthe COMPANY agree that with respect to matters covered by this Paragraph 7, prior toexercising any rights under the Easement Instrument, the COUNTY and the COMPANYshall follow the procedures under this Paragraph 7. Notwithstanding the foregoing, inthe event that the COMPANY fails to provide the COUNTY with the prior notice requiredhereunder of any Future Facilities proposed to be constructed on the Rail CorridorProperty by the COMPANY or by any affiliate of the COMPANY or by a RailroadOperator, or if the COMPANY, or any affiliate, or a Railroad Operator fails to follow theprocedures under this Paragraph 7, or if the COUNTY or the COMPANY reasonablydetermines that the COMPANY and the COUNTY are unable to remedy or mitigate tothe reasonable satisfaction of the parties, then each of the COUNTY and theCOMPANY may proceed to exercise its rights under the Easement Instrument. Underno circumstances, shall any buildings, structures, facilities, improvements, vegetation,Page 7 of 12