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consideration consists, in part, of the covenants and agreements set forth herein, the <br /> parties hereto hereby agree and covenant as follows: <br /> 1. Assi nq ment. Subject to the terms and conditions hereof, Assignor hereby <br /> assigns to Assignee all of Assignor's right, title and interest in and to the Lease, the <br /> Premises and the Water Rights, and Assignee hereby accepts such assignment <br /> effective as of the Effective Date. <br /> 2. Assumption. Assignee hereby expressly assumes the Lease and agrees <br /> and covenants directly with both Lessor and Assignor to perform and to fulfill all of the <br /> terms, covenants, conditions, and obligations of the Lessee as described under the <br /> Lease, as such arise on and after the Effective Date, and Assignee further specifically <br /> agrees and covenants with both Lessor and Assignor that said Assignee shall be, and is <br /> hereby substituted as Lessee under the Lease and that said Assignee shall be obligated <br /> directly to Lessor to perform all obligations of Lessee arising under the Lease from and <br /> after the Effective Date. <br /> 3. Consent. Lessor hereby consents to the foregoing assignment by <br /> Assignor and assumption by Assignee. <br /> 4. Further Assignments. Assignee agrees that it will not, without the prior <br /> written consent of Lessor, further assign, sell, sublease, transfer, or encumber the <br /> Lease or the Premises or Water Rights, and that any such attempted assignment or <br /> A` subletting by Assignee, without the prior written consent of Lessor, shall be null and <br /> void. <br /> 5. Binding Effect. This Assignment is binding upon and shall inure to the <br /> benefit of the parties hereto, their respective heirs, representatives, successors, and <br /> assigns. <br /> 6. Governing Law. This Assignment will be governed by and construed in <br /> accordance with the laws of the State of Colorado. <br /> 7. Representations and Ratification. Neither Lessor, nor any agent of <br /> Lessor, has made any representations or promises with respect to the Lease or the <br /> Premises or Water Rights, except as expressly set forth herein and in the Lease. The <br /> Lease and this Assignment contain all of the agreements of the parties and shall not be <br /> amended or modified except by written agreement of Lessor and Assignee. The parties <br /> hereto, and each of them, hereby ratifies the Lease as being in full force and effect as of <br /> the date hereof, and Lessor represents and acknowledges that all obligations of <br /> Assignor, as Lessee under the Lease, have been performed and the Lease is in good <br /> standing. <br /> 8. Counterpart and Facsimile Signatures. This Assignment may be executed <br /> by facsimile and/or in any number of counterparts, each of which shall be considered an <br /> original, and such facsimile signatures and/or counterparts, when taken together, shall <br /> �6 <br /> constitute one original of this Assignment. <br /> 2 <br /> 5673.11.Assignment&Assumption of Lease 02-07-14.docx <br />