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3. Further Assurances. Assignor hereby covenants and agrees with Assignee, its <br />successors and assigns, that from time to time after the delivery of this instrument, at <br />Assignee's request and without further consideration, Assignor will execute and deliver to <br />Assignee such other and further instruments of transfer, assignment, conveyance and consent <br />and all such notices, releases, confirmation, powers of attorney, acquittances and other <br />documents and will do or cause to be done all and every such further act as may be necessary <br />to transfer, assign and convey to and vest in Assignee all Assignor's rights, privileges, claims <br />and benefits in, to and under the Assumed Leases hereby conveyed, transferred, assigned and <br />delivered to Assignee or intended so to be. <br />4. Purchase Agreement Controls. This Agreement is intended solely to effect the <br />assignment and assumption by Assignee of the Assumed Lease, all pursuant to and in <br />accordance with the terms and conditions of the Purchase Agreement. Nothing in this <br />Agreement is meant to or shall be construed to affect in any way (a) any of the warranties, <br />representations, agreements and covenants of Assignee or Assignor as set forth in the Purchase <br />Agreement, or (b) the conditions provided in the Purchase Agreement under which Assignee or <br />Assignor shall be liable for breaches of such warranties, representations, agreements and <br />covenants. In the event of any conflict between any of the terms and conditions of this <br />Agreement and the terms and conditions of the Purchase Agreement, the terms and conditions <br />of the Purchase Agreement shall control. <br />5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED, <br />PERFORMED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF <br />THE STATE OF COLORADO. <br />6. Counterparts. This Agreement may be executed in several original counterparts. <br />Each such counter party hereof shall be deemed to be an original instrument, but all such <br />counterparts shall constitute but one and the same instrument. <br />7. Miscellaneous. Any section or paragraph titles or captions contained in this <br />Agreement are for convenience only and shall not be deemed a part of the context of this <br />Agreement. <br />[SIGNATURES ON FOLLOWING PAGE? <br />