2011-03-30_REVISION - M1977493 (16)

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(e) Climax agrees not to oppose any application filed by the Reservoir Company or its Shareholders to change the Pando Feeder Canal water rights described in the 40 attached Exhibit P into storage in Eagle Park Reservoir. (f) Climax agrees not to oppose entry of a final decree in Case No. 92CW340, Water Division No. 5, awarding a water storage right to the Eagle Park Reservoir in the amount claimed in said case. 16. Due Diligence. (a) Title Commitment. Within 90 days after the execution of this Agreement, Climax shall deliver to the Reservoir Company, at Climax's expense, a title insurance commitment, issued by a title insurance company acceptable to the Reservoir Company, showing the status of title to and committing to insure after Closing fee title in the Reservoir Company of the Eagle Park Reservoir and title in the Reservoir Company of the easements associated with the Chalk Mountain Interceptor, the East Fork Pumpback, Robinson Seepage Pumpback and Delivery Facilities. Climax shall at the same time deliver copies of all exceptions to title shown in such commitment. Such commitment shall name the Reservoir Company as the proposed insured, in an amount to be equal to the Purchase Price, on a standard owners' policy, ALTA Form B, 10/17/92, with extended coverage and endorsements for the deletion from Schedule B of standard title policy exceptions 1 through 4 (the "Commitment"). (b) Inspection. Prior to the Closing, and prior to the closing under the East • Fork Pumpback Option, the Reservoir Company and its agents shall have the right to enter upon the Climax Property and to conduct such tests, water quality sampling, inspections, and investigations as the Reservoir Company deems necessary or relevant in connection with the transactions contemplated by this Agreement. The results of any such tests, inspections or investigations shall remain strictly confidential (except as may be necessary to disclose as part of any permitting process relating to the Project or if compelled by valid legal process), and the Reservoir Company shall provide copies of such results to Climax upon written request. The confidentiality obligation hereunder shall terminate upon Closing. (c) Unacceptable Title. If the Reservoir Company's tests, inspections or investigations produce results unacceptable to the Reservoir Company, or if title to the Eagle Park Reservoir or the title commitment referenced in subparagraph (a) above contains exceptions or requirements that would preclude Climax from performing its obligations hereunder, the Reservoir Company's sole remedy shall be to elect by written notice to Climax to either: (i) extend. the date of the Closing 60 days for the purpose of correcting such defects to the Reservoir Company's satisfaction at the Reservoir Company's expense (or at Climax's expense if Climax so agrees), (ii) to waive such defect, or (iii) to terminate this Agreement. 17. Default: Remedies. In the event of default hereunder by any party, the remedies upon default are as set forth below unless otherwise provided in this Agreement. The remedies of the parties shall survive any termination of this Agreement. • fd2669 -12-