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as a result of its operations and for other costs and liabilities, including without <br />limitation, payments to Licensor for surface damages, replacement of fencing, loss <br />of livestock, loss of forage, and use of water supplies. LICENSEE shall conduct all <br />operations in compliance with all federal, state, and local laws and regulations. <br />LICENSEE shall only use existing roads for ingress and egress on or over <br />LICENSEE'S property to exercise its Exploration Rights. LICENSOR shall advise <br />LICENSEE of any special or unusual conditions required by any lease agreement <br />or other agreement applicable to the real property described in Exhibit A. <br />5. Term of Agreement. This Agreement shall be and remain in effect for a period of <br />five (5) years commencing on the Effective Date ('Term"). <br />6. Operative Provisions of Agreement. <br />(a) This Agreement and Exhibit A attached hereto state the entire agreement <br />between the Parties, and replace all oral and written representations, <br />correspondence and agreements by or between the Parties concerning the <br />Property. No amendment or modification of this Agreement shall be binding <br />unless made by written instrument of equal formality. Each Party shall be <br />entitled to insist strictly upon the timeliness of performance by the other <br />Party of the other Party's obligations. <br />(b) The rights, duties and benefits of this Agreement shall accrue to and be <br />binding upon the respective successors and assigns of the Parties. <br />(c) No assignment of the Agreement or of any interest therein, and no <br />sublicense for any purpose shall be made or granted by LICENSEE without <br />the prior oral or written notice to LICENSOR, unless assigned to a corporate <br />affiliate of LICENSEE. <br />IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate as <br />of the date first above written, by their own hand and deed. <br />LICENSEE: <br />Colorado Coal Resources, LLC <br />By: <br />Its: <br />Dated: - D- <br />LICENSOR: <br />20 Mile Sheep, LLC <br />By: <br />Its: <br />Dated: