Chatfield Assumtion of Rights and Obligations

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Assumption by Town of Castle Rock of Rights and Obligations of the CWCB
Initial Acquisition
October 26, 2015
Project ("Optioned Orphan Shares"). The Purchaser may acquire the Optioned Allocation by an
Initial Acquisition and subsequent Installment Acquisitions as described in the Purchase
Agreement.
1.6 By this Assumption, the Purchaser expressly assumes all of the CWCB's rights
and corresponding obligations under the Water Storage Agreement and effects a partial novation
of the Water Storage Agreement with respect to that portion of the Orphan Shares assumed
herein. By this Assumption, the Purchaser accepts and assumes the responsibility to pay to the
CWCB the O&M-RRR&R costs associated with the Initial Acquisition as and when such costs
are quantified and become due. By this Assumption, the Purchaser specifically undertakes and
accepts responsibility to pay to the CWCB all O&M-RRR&R costs attributable to the Optioned
Orphan Shares as and when such costs are quantified and become due.
2. Assumption of Rights and Obligations Under the Water Storage Agreement.
2.1 This Assumption shall satisfy the Purchaser's obligation in paragraph 3.1.2.1 of
the Purchase Agreement to provide a duly executed written assumption, by which the Purchaser
expressly assumes the rights and obligations of the CWCB pursuant to the Water Storage
Agreement corresponding to the Initial Acquisition and effects a partial novation of the Water
Storage Agreement at the Initial Acquisition Closing.
2.2 For good and valuable consideration, including the transfer and assignment of 87
acre-feet of Orphan Shares in the Chatfield Reservoir Reallocation Project, and in fulfillment of
the mutual promises and undertakings in the Purchase Agreement, the Purchaser hereby assumes
from the CWCB all of the CWCB's rights and obligations under the Water Storage Agreement
relating to, and comprising 87 acre-feet of Orphan Shares.
3. Assumption of O&M-RRR&R Costs Associated with the Initial Acquisition.
3.1 This Assumption shall satisfy the Purchaser's obligation in paragraph 3.1.2.1 of
the Purchase Agreement to provide a duly executed written acceptance and assumption of the
responsibility to pay to the CWCB the O&M-RRR&R costs associated with the Initial
Acquisition as and when such costs are quantified and become due.
3.2 For good and valuable consideration, including the transfer and assignment of 87
acre-feet of Orphan Shares and in fulfillment of the mutual promises and undertakings in the
Purchase Agreement, the Purchaser hereby accepts, assumes, and agrees to pay to the CWCB the
O&M-RRR&R costs for the interest in the Orphan Shares assigned to Purchaser during the term
of the Purchase Agreement.
4. Assumption of Responsibility to Pay O&M-RRR&R Costs for Optioned Orphan Shares
to the State.
4.1 This Assumption shall satisfy the Purchaser's obligation in paragraph 3.1.2.1 of
the Purchase Agreement to provide a written specific undertaking and acceptance of
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