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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 />9411\104 \1075876.1 <br />2 <br />