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503635 B-607 P-553 04128193 13:44ooo7PG 31 OF 99 <br />O <br />=?a <br />(d) Share Registration. Climax shall, at its sole <br />expense, pay for all costs.and expenses associated with any <br />Share registration under either state or federal securities <br />laws or regulations and the continuing costs and expenses in <br />connection therewith, including without limitation, legal, <br />accounting and reporting expenses and costs incurred as a <br />result of Share registration and the continued compliance with <br />the requirements of such Share registration. Climax hereby <br />agrees to indemnify and hold VA and the Company harmless for <br />any and all claims, obligations, liabilities, costs, expenses <br />and attorney's fees arising out of any securities law or <br />regulation violation in connection with such Share <br />registration; provided that such indemnification shall not <br />apply if Climax elects not to register the Shares. <br />(e) Permits. Climax shall, at its sole cost and <br />expense, obtain, comply with and keep in full force and effect <br />all permits necessary for the reclamation, construction, <br />enlargement and OM&R of Eagle Park Reservoir or any Y` <br />enlargement thereof through the 5-Year Warranty period. <br />ARTICLE 4 <br />1 <br />General Provisions <br />4.1 Indemnification. <br />(a) Permit Breach. Climax hereby agrees to <br />indemnify and hold VA and Fremont Pass Water Company harmless <br />for all loss, cost, liability and expense (including <br />reasonable attorney's fees and expenses) arising from Climax's <br />violation of any permit or its permitting obligations <br />hereunder. <br />(b) Environmental. Climax hereby agrees to <br />F? indemnify, defend (with counsel reasonably satisfactory to VA) <br />and hold VA and the Company harmless for any and all claims, <br />obligations, liabilities, costs, expenses and attorney's fees <br />incurred based upon or arising out of any obligation, <br />x liability, loss, damage or expense, of whatever kind or <br />;. nature, contingent or otherwise, known or unknown, incurred <br />under or imposed by any provision of federal, state or local <br />+ law, regulation, common law, court orders or settlement <br />agreement, or any losses or expenses (including attorney fees) <br />incurred as a result of third party claims pertaining to <br />health, safety, or environmental protection or hazardous <br />substances, or pollutants or contaminants in: (i) the AW <br />Delivery Facilities; (ii) Eagle Park Reservoir or any <br />PKPD:b09 -23- <br />