2011-03-14_REVISION - M1977493 (67)

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503635 B-607 P-553 04128193 13:GM0007-BG 25 OF 99 O Climax and VA; provided that if the parties cannot reach agreement as to the form or terms of the operating agreement, they shall submit such dispute to arbitration as provided in Section 4.9. In addition, provided that the delivery facility from Eagle Park Reservoir to climax's Domestic Water Treatment ;,. Building has been constructed (by either Climax or VA) and is operational, Climax shall continue to conduct the Ten Mile Exchange for the benefit of VA, with respect to any interest in Eagle Park Reservoir or EPR Firm Annual Yield that VA may have as a result of exercise of either EPR Conversion Option, the 600 AF Option, the Enlargement option and/or the Storage Conversion Option (as such terms are defined herein). Such Ten Mile Exchange shall be subject to all applicable provisions under Article 2. Regardless of whether Climax or VA constructs the delivery facility to enable deliveries of water from Eagle Park Reservoir to the Ten Mile Delivery Point (by either direct delivery or the Ten Mile Exchange), if and when such delivery facility is complete and operational Climax shall deliver water to the Ten Mile Delivery Point by such delivery facility pursuant to VA's requests, subject to the terms and conditions of the operating agreement described in this paragraph. (c) EPR Title Commitment. Within 10 days after ` notice of election to exercise its respective EPR Conversion option is received by either VA or Climax (as the case may `•j be), Climax shall deliver to VA, at Climax's expense, a title insurance commitment, issued by a title insurance company acceptable to VA, showing the status of title to and committing to insure ownership in the land comprising the EPR Water Facilities in form and content satisfactory to VA, together with copies of all exceptions to title shown therein. Such commitment shall name VA as the proposed insured (or VA and the Company as co-insureds if such is .determined to be appropriate and required by the title company), in the amount of $6,600,000 on a standard owners policy, ALTA Form B, 1981, +j with extended coverage and endorsements for the deletion from Schedule B of standard title policy exceptions 1 through 4. J (d) EPR Conversion Option Term Extension. Provided a that efforts by Climax to reclaim Eagle Park Reservoir, or matters related thereto, are in progress, the parties shall each have the right to extend the term of their respective EPR Conversion option for an additional year by delivering written notice to the other party prior to expiration of the EPR Conversion Options. Such notice shall extend the terms of both EPR Conversion Options for one year beyond the original expiration date thereof. o FKPD:b09 -17- ?• r K ? .?Fr