2011-03-30_REVISION - M1977493 (13)

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• amounts expended in excess of the Company's share of such costs. If Climax fails to reimburse such amounts on demand from the Company, the Company may place a lien on Climax's property more particularly described on Exhibit L attached hereto for the amounts expended in excess of the Company's share thereof, plus the costs of collection thereof. (e) Climax hereby agrees that it shall, on behalf of the Company, perform services with respect to Reservoir operations in accordance with the terms of this Agreement and Exhibit M attached hereto for a period of two years from the date of Closing. If requested by the Company prior to the end of such two-year period, Climax shall enter into an agreement with the Company pursuant to which Climax shall operate the Property on behalf of the Company for such additional period of time as the Company may request or until such earlier time as the Company terminates such arrangement by not less than 90 days' prior written notice to Climax or until such time as Climax provides the Company with not less than 90 days' prior written notice that Climax intends to terminate operations or the maintenance of personnel at the Climax mine. Such agreement shall require that Climax perform the scope of • work specified therein and operate the Property in accordance with the provisions of this Agreement and the Denver Agreement. In consideration for operation of the Reservoir during the initial two-year period, Climax shall request in writing and the Company shall reimburse Climax, on a quarterly basis, for all actual costs and expenses incurred by Climax to operate the Property, including a proportionate share of the salary of such employees performing work under the operating agreement based on the actual hours of work requested by and performed on behalf of the Company, plus 10% of such costs and expenses. 7. Reservoir Yield. (a) Climax agrees that, to the extent necessary to fill the Reservoir each year to its full decreed capacity and produce a firm annual yield of 1,200 of under the Denver Agreement, (1) Climax shall not divert water under any water rights it now owns or hereinafter acquires which divert upstream from or at the Reservoir, including but not limited to the water rights decreed to (i) the Supply Canal No. 1 by the Summit County District Court, State of Colorado, in Civil Action No. 1710 for 50 cfs absolute, with adjudication dates of October 26, 1937 and July 28, 1944, and an appropriation date of August 15, 1935, and (ii) the Clinton Creek Ditch (also known as the Carlton Ditch) by the Summit County District Court in Civil Action 1671 for 50 cfs absolute, with an adjudication date of February 27, 1931 and an . appropriation date of October 12, 1927; and (2) Climax shall not utilize any water rights it now owns or hereinafter acquires or uses which divert downstream of the Reservoir to