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io the reasonable approval of Buyer, RRWCD and Wray Ranch prior to <br />the Due Diligence Date. <br />(c} Rush-Wilson Covenants. James Guercio, an individual Seller under this <br />Agreement, owns the Rush Creek Ditch and Reservoir Nos. I and 2 <br />described in i i ("Rush Creek Rights"). The Rush Creek Rights are <br />not being conveyed to Buyer under this Agreement. The Rush Creek <br />Rights and the Wilson Right are collectively referred to in this Agreement <br />as the "Covenant Water Rights". James Guercio and Wray Ranch do <br />hereby agree to restrictive covenants that prohibit the Covenant Water <br />Rights from ever being used to (i) seek to alter, redraw or de-designate the <br />Basin, (ii} seek to curtail existing wells in the Basin, or (iii) seek damages <br />or other legal/equitable relief for any alleged injury caused to either of the <br />Covenant Water Rights by any groundwater use in the Basin. The <br />covenants in this Section shall be evidenced by a recordable document <br />duly executed and acknowledged by the owners of the Covenant Water <br />Rights and shall be binding upon James Guercio and Wray Ranch, their <br />successors and assigns, and shall run with the Covenant Water Rights and <br />upon any and all future owners of the same ("Rush-Wilson Covenant"). <br />The form of the Rush-Wilson Covenant shall be consistent herewith and <br />subject to the reasonable approval of Buyer, James Guercio and Wray <br />Ranch prior to the Due Diligence Date. <br />(d) ~-Uo Covenant. Sellers hereby covenant and agree to a dry-up <br />covenant not to irrigate with any portion of the Water Rights described in <br />Exhibit A hereto ("Drv-Up Covenant"). This Dry-Up Covenant shall <br />apply to any (ands owned by Sellers under the ditches described in Exhibit <br />A, and shall be binding upon Sellers' successors and assigns, unless <br />modified in writing by the Parties. <br />9. Sellers' Reserved Rilthts and Buver's Covenants. The Parties do hereby agree <br />to the following reserved rights and covenants regarding the Water Rights <br />(collectively, the "individual Sellers' Rights") as partial consideration for this <br />Agreement. The Individual Sellers' Rights shall only be effective upon <br />completion of the Closing and release of the funds and documents from the <br />Escrow Agent as contemplated in Section 5 above and shall survive the <br />Closing. <br />(a) Ho1v Joe Canal and Reservoir. The Holy loe Reservoir is a small, on- <br />channel storage facility from which the Holy Joe Cana! diverts for <br />irrigation. The Holy Jce Canal and Reservoir are owned by James <br />Guercio and are part of the Water Rights being conveyed to Buyer under <br />this Agreement. James Guercio shall reserve for himself, and for his <br />successors and assigns, the right to maintain the Holy Joe Reservoir <br />(including storage of water to the full decreed capacity of the reservoir) for <br />so long as he or they may desire subject to applicable laws, rules, <br />regulations and orders (including any order from the Colorado Office of <br />123681111181232.11 <br />10 <br />12368\1\1204400.5 Attachment 1 - 10 <br />