C150298 Easement & ROW Agreement

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B. Augmentation Plan Accounting. FMRICO shall be exclusively responsible for all accounting and administration associated with the FMRICO Augmentation Plan, and all use of water diverted through the Pipeline Project and used in said plan. Groves shall be exclusively responsible for all accounting and administration associated with the Groves Augmentation Plan, and all use of water diverted through the Pipeline Project and used in said plan. C. Water Court or Administrative Proceedings. In the event FMRICO is required to obtain a water court decree or other administrative approval for operation of its water rights as described herein, Groves shall not challenge or oppose FMRICO's request for such approval, including but not limited to a water court application. Groves agrees to cooperate with FMRICO in all respects in regard to providing information necessary for FMRICO to obtain any judicial or administrative approval that may be necessary to use its water rights in connection with the Pipeline Project, including providing documentation and the preparation of and the giving of testimony at any hearings and/or trials. In the event FMRICO is unable to obtain such approval, despite reasonable efforts, the parties agree that they will enter into good faith negotiations to see if revisions to this Agreement can be reached that appropriately reflect the revised opportunity of the parties to utilize the Pipeline Project. If these negotiations are not successful, and FMRICO is unable to lawfully utilize its interest in the pipeline project, then FMRICO may elect to terminate this Agreement, and FMRICO's ownership of all project facilities shall revert in their entirety to Groves, and any easement over, on or through FMRICO property shall remain in effect, provided however, that Groves shall reimburse FMRICO for the amount of project costs paid by FMRICO prior to the termination. 8. Term. Unless terminated as provided below, this Agreement shall be in effect for as long as the Pipeline Project exists. 9. Right of Termination. A. If Project Not Built. In the event that either party determines that the Pipeline Project cannot be successfully completed, it may terminate this agreement by giving 180 days written notice to the other party. However, both parties agree to work until at least October 31, 2011 before making a determination that the project cannot be successfully completed. This Agreement shall not be terminated before that date, unless terminated pursuant to subparagraphs 9.B. or C. below. B. FMRICO Shareholder Approval. The Pipeline Project is subject to the approval of the shareholders of FMRICO, pursuant to the company Bylaws. In the event 7