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10. Closine Costs and Adjustments. Bach Party will pay its Proportionate Share of <br />Closing costs tinder the Contract and this Assignment, and all other matters prorated at Closing <br />shall be prorated.among the Parties in proportion to the Parties' Proportionate Shares, or in such <br />other manner as equitable under the circumstances. The Closing costs under this Assigtrmcnt to <br />be shared'by the. Parties include all out-of-pocket expenses incutzed by Bromley in entering into <br />the Contract and in performing its due diligence (estimated to be approximately $155,000) and <br />Denver in performing,its due diligence (estimated to be approximately $10,000), and the sharing <br />of attorneys' fees incurred by Bromley with its counsel, Rothgerber 7ohnson & Lyons LLP, in <br />connection with the preparation of this Assignment and facilitating the Closing for Bromley <br />(estimated fo be $50,000}. All such amounts are estnnates as o£the date of this Assigmnent, are <br />included for reference. purposes only, apd are not intended to be maximum amounts. <br />1 ]. Shared Use and Operation. Purchasers recognize that following Closing it wi!! be <br />necessary for them to enter into various easements and other agreements relating to the shared <br />use and operation of the Property during various stages of its development, including during the <br />mining activities, during the phased delivery of the completed grave] pits during the reclamation <br />df the Property, and during the operation of the Property as water storage Facilities. Attached as <br />Exhibit E to dais Assignment is a summary of some, but not uecessariiy. a11, of such easements <br />azid other agreeanents the Purchasers will need for such purposes. Between the date of this <br />Assignment and the date of Closing, Purchasers will use good faith efforts to document the terms <br />of their shared use and operation of the Property. Snch shared use and operation of the Property <br />is not intended to create any type of partnership, joint venture or other agency arrangement <br />among the Purchasers, except as may be specifically set forth in a separate written agreement <br />among the Parties. <br />12. Lupton Lakes Project. The Parties agree to provide full and complete support for <br />the peruutting, construction and operation of the Lupton Lakes Project (a.k.a. Deaver Property), <br />The Lupton Lakes Project contemplates the conversion of mined out grovel pit to a water storage <br />reservoir aad .associated water conveyance faellities, with an opezating storage capacity of <br />approximately 11,400 acre feet, In implementing its support for the Lupton Lakes Project, the <br />Parties agree to participate actively in urging approval of the project by all units of local <br />government and all administzativo agencies, whether state or federal, which may. have some <br />lawful authority or responsibility over the granting of permits for the development of the Lupton <br />Lakes Project. <br />13. Default by Sellers. Irt the event of a default by Sellers under the Contract, <br />Purchasers shall cooperate with one another in good faith in determining what remedies will be <br />sought against Sellers and the mazmer of pt>rsiziug such remedies. If Purchasers era unable to <br />agree, Pumhasers will terminate the .Contract, and each of the Parties will join in such <br />termination. <br />14. Default bYParties. if any Party (the 'Defaultina_ Party") is in default prior to <br />Closing and Sellers terminate the Contract, then: <br />(a) The Defaulting Party shall pay to the other Parties for: (i) the amounts of <br />the Deposit and Supplemental peposit the other Parties have .paid to Sellers; and (ii) all <br />out-of-pocket expenses intoned by the other Parties in connection with this transaction, <br />(00306188171 - 6 - <br />