2011-03-30_REVISION - M1977493 (16)

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to this Agreement, and Climax shall be solely responsible for the maintenance and operation of • the Robinson Seepage Pumpback Facility. Climax further agrees that it shall continue to operate and maintain the Robinson Seepage Pumpback Facility at any time that water captured by any component of the Robinson Seepage Pumpback Facility does not meet the water quality standards of the East Fork of the Eagle River as determined by the Colorado Department of Health. 10. Indemnifications. (a) Permit Breach. Climax hereby agrees to indemnify and hold the Reservoir Company and its shareholders harmless for all loss, cost, liability and expense (including reasonable attorney's fees and expenses) arising from Climax's violation of any permit or its permitting obligations hereunder. (b) Environmental. Climax hereby agrees to indemnify, defend (with counsel reasonably satisfactory to the Reservoir Company) and hold the Reservoir Company and its shareholders harmless from any and all claims, obligations, liabilities, costs, expenses and attorney's fees incurred based upon or arising out of any obligation, liability, loss, damage or expense, of whatever kind or nature, contingent or otherwise, known or unknown, incurred under or imposed by any provision of federal, state or local law, regulation, common law, court orders or settlement agreement, or any losses or expenses (including attorneys fees) incurred as a result of third party claims pertaining to health, safety, or environmental protection or hazardous substances, or pollutants or contaminants in: (i) Eagle Park Reservoir, (ii) the East Fork • Pumpback and Delivery Facilities, and any easements associated therewith, (iii) the Chalk Mountain Interceptor and the easements associated therewith, and (iv) any water stored or collected for storage in Eagle Park Reservoir, including but not limited to any unintercepted seepage or inflows from Robinson Reservoir; provided that Climax shall not be responsible for hazardous substances, pollutants or contaminants introduced into any of the foregoing facilities by third parties if not within the reasonable control of Climax, or any ambient pollutants materially occurring from any unimpacted lands above the Chalk Mountain Interceptor, or any unimpacted lands on Sheep Mountain. (c) Litigation. At or prior to Closing, Climax will secure the release of, or obtain reasonably acceptable title insurance over, any lien or notice of lis pendens relating to or arising out of the litigation in Eagle County District Court Case No. 96CV 129, entitled D. H. Blattner & Sons v. Cyprus Climax Metals Company, together with any appeals therefrom, that may affect the Project Rights or any of the property or easements to be conveyed to the Reservoir Company at Closing. (d) Indemnification. The Reservoir Company agrees to indemnify, defend and hold harmless Climax from any and all claims, obligations, liabilities, costs, expenses and attorneys fees incurred based upon or arising out of any obligations, liability, loss, damage, • fd2669 -8-