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• I IIIII~ VIII IIIIIII Il ell IIIIII IIIIIIIIIIII III VIII IIII IIII 8 A6 eAB~ 1998 B4 23P y D B and exploration activities agrees not to unreasonably interfere with Grantee's operation and development of the Surface Resources. Section 4 -Miscellaneous. (a) Governing Law. This Conveyance shall be governed and construed in accordance with the laws of the State of Colorado. (b) Assi ng ment. Grantee may assign its rights and delegate its duties and obligations under the terms of this Conveyance. (c) Binding Effect. This Conveyance shall be binding upon and inure to the benefit of parties hereto, and their successors and assigns. (d) nflict. This Conveyance was executed pursuant to the Agreement; if there are any conflicts between the terms and conditions of this Conveyance and the Agreement, the terms of the Agreement shall control in all respects. (e) Environmental Matters. GT andlor the GT Members shall hold record title to the Claims and shall retain all liabilities and obligations related to the Claims, including environmental liabilities. ITEC assumes all liabilities and obligations directly caused by ITEC's actions on the Claims; all other liability and obligations not directly attributable to ITEC's actions on the Claims shall be retained by GT or the GT Members. (f) Further Assurances. Grantee and Grantor agree to execute, acknowledge and deliver or cause to be delivered such instruments to carry out the purposes and intents of this Conveyance. (g) Exclusive Grant. The rights granted to Grantee pursuant to this Conveyance are exclusive; any other rights to the Claims granted by Grantor, if such a grant is consented to in writing by Grantee, shall expressly include a provision that they will not be exercised in such a manner as to interfere with Grantee's rights under this Conveyance and any such grant of rights shall be made specifically subject to the provisions of this Conveyance. -4-