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7. Subordination Clause. This Agreement shall be made expressly subordinate to any present or future city use of effluent for purposes of augmentation, exchange, or any other use which is or will be of greater direct benefit to Aurora and the users of its water delivery system, as well as to the water supply obligations which Aurora has incurred or will incur through any of the following: (a) the October 25, 1993, Effluent Agreement with the State of Colorado, Division of Parks and Outdoor Recreation and any renewals thereof; (b) its obligations pursuant to Water Division 1, Case Nos. 95CW226 & 227, Case No. 99CW158, Case No. 01CW284 and Case No. 02CW341; (c) the November 30, 2007, Water Supply Agreement with the Rocky Mountain Energy Center, LLC; (d) the May 20, 2003, Water Rights Purchase and Sale Agreement with the City of Thornton, Colorado; (e) the May 19, 2006, Reusable Water Agreement with the Central Colorado Water Conservancy District, and (f) any and all obligations -resulting from any firm delivery annual lease or delivery contract of Reclaimed Wastewater executed prior to the date of this Agreement. The foregoing subordination does not, in and of itself, create an excuse for Aurora's failure to deliver the Reclaimed Wastewater under this Agreement. However, Aurora and Lessee agree that the purpose and effect of the foregoing subordination is to establish a priority among and between Aurora's obligations under this Agreement and Aurora's other obligations with respect to its Reclaimed Wastewater in the event of a force majeure event or other delay or interruption in Aurora's delivery of the Reclaimed Wastewater. 8. Consideration. Lessee agrees to pay to Aurora the amount of Three Hundred dollars ($300.00) per acre-foot ("Unit Rate") of Reclaimed Wastewater delivered under this Agreement. The Unit Rate shall remain constant throughout the term of this Agreement. 9. Payment. Within 30 business days of the Effective Date, Aurora shall bill Lessee for all Reclaimed Wastewater it will deliver to Lessee during the initial Lease Year as shown on the Delivery Schedule. Any Reclaimed Wastewater to be delivered by Aurora to Lessee for any subsequent Lease Year as shown on the applicable Delivery Schedule or Modified Schedule will be billed by Aurora within 30 business days of Aurora's consent to said delivery pursuant to Paragraph 1(b), above. All billing shall be done on such forms as designated by Aurora for that purpose. Payment by Lessee shall be due no later than 45 days after such bill has been issued. If Lessee does not make the required payment by the due date, Aurora may give Lessee a notice of default. If Lessee does not cure the default by making full payment within 30 days of receipt of any notice of default, then Aurora, in addition to pursuing any other remedies available to it, may declare this Agreement terminated. 10. Non -Assignability and No Subleases. Neither Aurora nor Lessee may assign its rights or delegate its duties hereunder without the prior written consent of the other Party. Lessee may not sublease the Reclaimed Wastewater to which it is entitled pursuant to this Agreement without the permission of Aurora, which permission Aurora may grant or withhold at its discretion. 11. Successors and Assigns. This Agreement and the rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns, if any are allowed. The Parties intend that Aurora shall not incur any liability other than those liabilities directly running to Aurora or assigns permitted under this Agreement if any. Lessee therefore covenants and agrees to indemnify, save and hold harmless Aurora from all liability, cost or expense of any kind, including Aurora's costs of defense to any other party arising in connection with or relating in any way to the execution, delivery or performance of any allowed 009411\ 0310\ 1749535.2 4