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16. Entire Agreement. This Agreement executed by the parties represents the entire <br />understanding of the parties with respect to activities hereunder, and such understanding <br />may not be amended, modified or terminated in any way whatsoever without the express <br />written consent of both Railroad and TMC or their respective successors and assigns. <br />17. Severability. If any term or provision of this Agreement shall be adjudged invalid or <br />unenforceable, such invalidity or unenforceability shall not affect the validity or <br />enforceability of the remainder of this Agreement, and each term and provision of this <br />Agreement, other than those as to which are held invalid or unenforceable, shall be valid <br />and enforced to the fullest extent permitted by law. <br />18. Construction. Paragraph headings in this Agreement are inserted for <br />convenience only and shall not be considered a part of this Agreement or used in its <br />interpretation. Unless otherwise provided or unless the context shall otherwise require, <br />words importing the singular number shall include the plural number, words importing <br />the masculine gender shall include the feminine gender and vice versa. <br />19. Governing Law. This Agreement shall be construed in accordance with and governed by <br />the laws of the State of Colorado and all rules, regulations, and ordinances of the County <br />of Routt. Each of the parties hereto consents to the jurisdiction of any appropriate court <br />in the State of Colorado in the event there is a dispute or disagreement arising out of this <br />Agreement. <br />To the extent permitted by current or future laws and regulations, the rights granted in <br />this Agreement are intended to apply to that portion of land identified on Exhibit "A" <br />associated with the Energy Spur without the need for TMC to obtain any future <br />agreements or consents from the Railroad during the Term. Should new laws or <br />regulations require future agreements or consents to grant TMC the same rights granted <br />herein with respect to said lands, Railroad shall execute all documents necessary to grant <br />said waiver and rights to TMC without payment of additional consideration by TMC. To <br />the extent permitted by current or future laws and regulations, it is the intent of Railroad <br />and TMC, and they shall execute any necessary documentation to confirm the same, that <br />new laws and regulations not act to impose on TMC or Railroad any obligations more <br />stringent than those contained herein regarding that portion of land identified on Exhibit <br />"A" associated with the Energy Spur. <br />20. Binding Effect. All the terms, conditions, and covenants of this Agreement shall be <br />binding upon and shall inure to the benefit of the parties hereto and each of their <br />respective successors and assigns. <br />(Remainder of Page Intentionally Left Blank) <br />Subsidence Agreement TMC -UP <br />DEC -1781676-9 <br />