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Lessee constructing a discharge lake on the Property, in a design approved by Lessor; subject to approval by the Water Court for Water Division No. 2, located in Pueblo, Colorado, which approval shall be obtained by Lessee, and Lessee shall be petmitted to utilize said Lester- Atterbury water rights in formulating its mining plan. (b) For and in consideration of the payment of the Royalty (as defined in Paragraph 6) and the covenants herein agreed to be paid and performed by Lessee, and subject to the terms and conditions hereof, Lessors hereby grant, lease and let the Property and Mineral Rights exclusively unto Lessee, its successors and permitted assigns, to have and to hold the same for the term hereof, and warrant the title to the same, unto Lessee, its successors, and permitted ;tssigns against all those who may claim the same by and through the Lessors, their successors and assigns, there aze no, and during the term of this Lease Lessors will not create any outstanding non-operating interests in the Property and Mineral Rights (such as overriding royalty interests) or liens on the Property and Mineral Rights securing obligations of Lessots or their affiliates that are not subordinated to this Lease. Lessee will not during the term of this Lease create any non-operating interests in the Property and Mineral Rights (such as overriding royalty interests). (c) Lessors reserve unto themselves, their successors and assigns, Lessors' reversionary interest in the Property, and all other estates and interests in the Property that aze not the subject of this Lease. (d) In connec[ion with and as a part of the leasehold interests hereby granted, Lessee shall have and may exercise, the following rights with respect to the Property and Mineral Rights: (i) the right to conduct operations for exploring, developing and mining the Minerals, performing such exploration, development and mining in any manner deemed necessary or s: legal\wkd•esstleUease.doc