2011-03-14_REVISION - M1977493 ‎(41)‎

• Permit No: M1977493
• IBM Index Class Name: REVISION
• Doc Date: 3/14/2011
• Doc Name: Exhibit List, Exs. 17 & 18
• From: Climax
• To: MLRB
• Type & Sequence: AM6
• Media Type: D
• Archive: No

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14. Representations and Warranties of VA. VA represents and warrants to
Climax that:
(a) VA is a corporation duly formed, validly existing and in good standing in
the State of Colorado.
(b) At the Closing, VA's AW Water Rights will be free and clear of all liens,
encumbrances, leases, contracts, assessments, charges, interests or adverse claims of any person
or entity.
(c) To the best of VA's knowledge after reasonable investigation, there is no
action, suit, investigation or proceeding by or before any court, arbitrator, administrative agency
or other governmental authority either threatened or pending that threatens or involves any of
VA's AW Water Rights, and VA is not a party to, bound by or the subject of any writ, injunction
or order of any court or governmental instrumentality that threatens or involves any of VA's AW
Water Rights;
(d) VA has full right, power and authority to enter into this Agreement, and to
perform its obligations hereunder, and this Agreement and all other documentation required by
VA hereunder when duly executed and delivered shall constitute the valid and binding
obligations of VA.
15. Covenants of Climax. Climax hereby covenants to the Reservoir Company as
follows:
(a) Unless otherwise ordered by local, state, or federal officials, notice of
which orders shall be promptly provided to the Reservoir Company, Climax shall take no action
that detrimentally affects the Project, including but not limited to alteration of topography or
other operations that adversely affect the amount or quality of water that can be collected by
Eagle Park Reservoir, the Chalk Mountain Interceptor, or the East Fork Pumpback Facility;
(b) Climax shall not modify any current operations or commence any new
operations on any land owned, leased or controlled by Climax that result in the introduction of
additional pollutants over the average current pollutant level in water that is to be collected for
storage in Eagle Park Reservoir, provided that Climax shall not be responsible for the
introduction of pollutants by third parties not within Climax's reasonable control;
(c) Climax shall prevent any contamination of the Project or Project water
from Robinson Reservoir or the other tailings facilities on the Climax Property, or by or from
any of Climax's other activities. In addition, Climax shall operate the Robinson Seepage
Pumpback Facility until such time as Robinson Reservoir is fully reclaimed and all water
seeping, escaping or released therefrom meets-the water quality standards of the East Fork of the
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