2009-09-02_REVISION - M1998022 (4)

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incurred), and damages incurred by Grantor as a result of Grantee's use of, operations on or about Grantor's Property. 5. Covenants Running With the Land. The Easement granted herein will be binding upon and will inure to the benefit of the parties and their successors and assigns, and for the period of their duration will run with the land comprising the Property, solely for the benefit of Grantee, its successors and assigns. 6. No Public Dedication. Nothing herein will be deemed to be a grant or dedication of any portion of the Property to or for the general public or for any public purposes whatsoever, it being the intention of the parties that this Agreement be strictly limited to the purposes expressed herein. 7. Entire Agreement. The parties acknowledge that this Agreement sets forth their entire agreement and understanding with respect to this Agreement and that no oral or other agreements, understandings, representations, or warranties, other than those set forth in this Agreement, exist with respect to the subject matter of this Agreement. 8. No Waiver. No failure by either party to enforce any covenant or restriction contained in this Agreement will be deemed a waiver of the right to enforce such covenant or restriction thereafter. 9. Modification or Termination. This Agreement may not be modified in any respect or terminated, in whole or in part, except pursuant to a written amendment executed by the parties or their respective successors and assigns. Any such written amendment will be recorded in the office of the Clerk and Recorder of Gunnison County, Colorado, lo. Governing Law. The terms and provisions of this Agreement will be constructed and enforced in accordance with the laws of the State of Colorado. 11. Right of First Refusal. In the event Grantor desires to sell the Property he hereby grants to Grantee during the initial term and any Extended Term of this Agreement a right of first refusal to match any bona fide third party offer to purchase portions of the Property upon which the Improvements are located. If the third party offer is for the entire Property, the offered purchase price for the portion of the Property upon which the Improvements are located shall be equal to a pro-rated amount of the offered purchase price based on the size of the respective parcels. Grantee shall have a period of thirty (30) days after receipt from Grantor of any such offer to exercise such right of first refusal. In the event Grantee fails to so exercise such right of first refusal, such right shall terminate provided the purchase and sale is consummated with the designated offeror. 12. Miscellaneous. Fuels shall not be stored upon Grantor's Property. Use of Grantor's Property by Grantee shall be limited to access or ingress and egress to the