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(b) No structures,permanent or temporary,shall be constructed within 150
<br /> feet of any well,water or natural gas pipeline,buried electric line or other structure owned or
<br /> operated by Pioneer within the Area of Interest;
<br /> (c) The rights of way depicted by the thick black line on Exhibit"A"shall
<br /> remain clear and accessible at all times unless Pioneer consents in advance in writing to any
<br /> obstruction thereof;and
<br /> (d) No roads constructed,owned or maintained by Pioneer shall be used by
<br /> Operator or its contractors or agents without the prior written consent of Pioneer.
<br /> 3. Operator agrees to reimburse Pioneer for any damages to Pioneer's property,loss
<br /> of production or for any injury to Pioneer personnel arising from or attributable to Operator'
<br /> operations in the Area of Interest. Operator shall take appropriate measures as set forth in
<br /> applicable laws,rules and regulations to contain stormwater runoff from its site and shall be
<br /> responsible for mitigating any stormwater runoff onto Pioneer sites caused by its operations in
<br /> the Area of Interest.
<br /> 4. Operator hereby agrees to release and shall defend,indemnify,and save and hold
<br /> harmless Pioneer and its parents and affiliates,and their respective shareholders,officers,
<br /> directors,employes,agents and representatives,from and against any and all losses,costs,
<br /> expenses(including court costs,reasonable fees and expenses of attorneys,technical experts and
<br /> expert witnesses and the cost of investigation),liabilities,damages,demands,suits,claims,and
<br /> sanctions of every kind and character(including civil fines)which arise from or are attributable
<br /> to Operator'operations in the Area of Interest.
<br /> 5. Operator will conduct its operations in the Area of Interest in accordance with all
<br /> applicable laws,rules,regulations orders and judgments. Upon termination of all operations
<br /> contemplated herein in the Area of Interest,Operator agrees that it will at its sole cost and
<br /> expense restore all areas used or occupied in its operations,in compliance with all applicable
<br /> laws,rules and regulations and governmental or judicial orders which may be in effect at the
<br /> time of the execution of this Agreement and hereby releases Pioneer from any liability
<br /> therefrom.
<br /> 6. The effectiveness of this Agreement is expressly conditioned on Operator
<br /> obtaining a permit from the MLRB for its operations in the Area of Interest. This Agreement
<br /> shall terminate on the earlier of the expiration of Operator's permit from the NLRB or the
<br /> abandonment or cessation of gravel mining in the Area of Interest for the period of one
<br /> consecutive year. In addition,Pioneer may terminate this Agreement if
<br /> (a) at any time,Operator materially breaches the terms hereof and after notice
<br /> of such breach,Operator fails to cure such breach within thirty days after such notice;or
<br /> (b) Operator makes a general assignment for the benefit of creditors,files a
<br /> voluntary bankruptcy petition,becomes the subject of an order for relief or is declared insolvent
<br /> in any federal or state bankruptcy or insolvency proceedings,Files a petition or answer seeking a
<br /> reorganization,arrangement,composition,readjustment,liquidation,dissolution,or similar relief
<br /> Robinson Gravel No 1 �., N,,. ^�15.•H.a«,,ri c
<br /> September 2018 S-7
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