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• <br /> • <br /> WHEREAS,this Agreement will be of mutual benefit and convenience to Aurora <br /> and Lafarge; and <br /> NOW, THEREFORE,in consideration of the mutual promises and covenants <br /> contained herein, and other good and valuable consideration,the adequacy and <br /> sufficiency of which is hereby acknowledged, Aurora and Lafarge hereby agree as <br /> follows: <br /> 1. General Terms. In return and as consideration for Lafarge conveying the <br /> Subject Shares and dry-up covenant to Aurora, Aurora agrees to provide to Lafarge two- <br /> hundred&forty-nine(249) acre-feet of Fully Reusable Water per water year according to <br /> the Delivery Schedule set forth in paragraph 5 below. The water year shall begin <br /> November 1 and end October 31. Aurora will commence supplying the Fully Reusable <br /> Water on November 1, 2007. Said trade and exchange shall be made expressly subject to <br /> the terms and conditions set forth in this Agreement. <br /> 2. Lafarge's Representations. Lafarge hereby represents that the Subject <br /> Shares,represented by certificate no. 248, are in good standing,that all assessments <br /> currently due and owing have been paid,that it has marketable title to the Subject Shares, <br /> and that there are no deeds of trust,mortgages,liens, outstanding taxes or assessments or <br /> any other encumbrances that encumber or otherwise affect the title to the Subject Shares. <br /> 3. Delivery and Use of Fully Reusable Water. . Lafarge shall notify Aurora <br /> of the amount and place(s) of delivery("Delivery Points") of the Fully Reusable Water <br /> on or before November 1 of each year. The amount of Fully Reusable Water needed at <br /> the Delivery Points shall be calculated by Lafarge to include any transit losses from the <br /> outfall of the Metro Wastewater Reclamation District treatment facility("Metro")to the <br /> specified delivery points for Lafarge's point of use downstream("Net Delivery"). <br /> Lafarge acknowledges that transit losses between Metro and the Delivery Points is <br /> determined by the Division Engineer for Water Division 1 ("Division Engineer") and is <br /> subject to change at any time by the Division Engineer. <br /> (a) Aurora may supply the Net Delivery to the Delivery Points from any <br /> source of Fully Reusable Water it owns or controls. Aurora in its sole discretion may <br /> determine which source of Fully Reusable Water it will use at any given time. In the <br /> event that the source of Fully Reusable water is from a source downstream of Metro, <br /> which incurs a lesser transit loss than had the source been released at Metro,Aurora shall <br /> keep the water saved and shall be deemed to have fully performed its delivery obligation <br /> by making the Net Delivery to the Delivery Points. <br /> 4. Water Rights Accounting. Lafarge will be solely responsible for any and <br /> all reporting and accounting required by the Colorado State Engineer,the Division <br /> Engineer for Water Division 1,the Water Commissioner for Water Commissioner <br /> District 2, or any other lawful authority after Aurora makes its Net Delivery to the <br /> 2 <br /> 9411110411075876.1 <br />