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assessments due with respect to the Subject Shares; (iv) a certificate from the Ditch <br />Company in a form reasonably acceptable to Aurora certifying that the Subject Shares are <br />validly issued and outstanding in the name Lafarge. Lafarge hereby consents to . • <br />Aurora's review of the Ditch Company records as relates to the ownership and status of <br />the Subject Shares. Aurora agrees it will be responsible for the costs of any evaluation of <br />any materials necessary to deteumine the status of the Subject Shares and Dry-Up <br />Covenant. Lafarge hereby further consents to Aurora's lawful actions in obtaining <br />information related to notes, mortgages, deeds of trust, encumbrances, liens, taxes or any <br />other claims upon the Subject Shares or Dry -Up Covenant. <br />(c) If in Aurora's sole good faith opinion, Seller's title to the Subject <br />Shares or Dry -Up Covenant is not unencumbered and merchantable, Aurora shall give <br />notice thereof in writing to Lafarge within thirty (30) days after the receipt of the same. <br />Lafarge will then have ten (10) business days to correct the defects. If at the end of such <br />10 business day period, title is not rendered unencumbered and merchantable, in Aurora's <br />sole good faith opinion, then Aurora shall have the right, in its sole discretion to either: <br />(i) terminate this Agreement; or (ii) proceed to Closing and waive such objections or <br />defects in writing. Aurora shall make its election among the options described above on <br />or before the fifth (5 business day following the end of such 10 business day period. In <br />the event that Aurora elects to proceed to Closing, the date scheduled for the Closing but <br />not any deadline for making objection shall be extended a reasonable number of days. <br />No such defect or objection shall be deemed cured or waived unless Aurora so specifies <br />in writing. <br />8. Default Provision. In the event that Aurora fails to provide Lafarge with <br />Fully Reusable Water as contemplated hereunder, upon thirty (30) days written notice, <br />Lafarge may terminate this Agreement. If this Agreement is so terminated, Aurora shall <br />within thirty (30) days convey and deliver to Lafarge, by Special Warranty Deed and <br />endorsement of the appropriate share certificate(s), the Subject Shares and the Dry -Up <br />Covenant. <br />9. Use of the Fully Reusable Water. Lafarge shall have the right to use and <br />reuse until extinction the Fully Reusable Water provided under this Agreement for all <br />purposes, including water supply purposes, sale to third - parties, replacement and <br />exchange purposes in connection with any substitute water supply plan approved by the <br />Colorado State Engineer's Office, and augmentation and exchange purposes in <br />accordance with any augmentation plan decreed by the Colorado Water Court to Lafarge. <br />10. Effective Date and Closing. The "Effective Date" shall be the later of <br />(i) the date on which Aurora executes this Agreement, or (ii) the date on which this <br />Agreement is executed by Lafarge. The performance required in paragraph 7 above that <br />would culminate in a Closing (the "Closing ") is scheduled to occur on the date which is <br />90 days following the Effective Date (the "Closing Date "), or such other date as mutually <br />9411 \1041075876.1 <br />4 <br />