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899496 11/03/2017 01:1415 PM Page 4 of 44 <br />Jean Alberico, Garfield County, Colorado <br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded <br />reasonably cooperate with any attempt by Assignor to cure any such Title <br />Defect in respect of the special warranty of title under this Assignment. <br />(ii) For purposes of Assignor's special warranty of title under this <br />Assignment, Assignee's protection is limited to the AIlocated Value of the <br />applicable Property. Breaches of Assignor's special warranty of title <br />under this Assignment are not subject to the individual Title Threshold <br />and will not be applied against the Aggregate Deductible. Assignor is <br />entitled to offset any amount owed by Assignor for a breach of its special <br />warranty of title under this Assignment with respect to a Property by the <br />amount of any Title Benefits with respect to such Property that such <br />Assignor or Assignee uncovers prior to or while attempting to cure <br />Assignor's alleged breach of its special warranty of title under this <br />Assignment. <br />(iii) Assignor's special warranty of title in this Assignment shall not apply to, <br />and Assignee will have no right to recovery in respect of such special <br />warranty of title, for any breach of Assignor's special warranty under this <br />Assignment for any Title Defect which was identified by Assignee prior to <br />the end of the Examination Period (as defined in the Purchase Agreement), <br />or claimed or otherwise set forth in the Defect Notice (as defined in the <br />Purchase Agreement). <br />3.2 Subrogation. <br />Assignor hereby transfers and assigns unto Assignee (and all of Assignee's successors <br />and assigns) all of its right, title and interest under and by virtue of all warranties <br />pertaining to the Second Closing Assets, express or implied (including, without <br />limitation, title warranties and manufacturers', suppliers' and contractors' warranties), <br />that have heretofore been made by any of Assignor's predecessors in title or by any Third <br />Party manufacturers, suppliers and contractors. This Assignment is made with full <br />substitution and subrogation in and to all of the warranties that Assignor has or may have <br />against predecessors in title and with full subrogation of all rights accruing under the <br />applicable statutes of limitations and all rights and actions of warranty against all former <br />owners of the Firs Closing Assets. <br />3.3 Waivers and Disclaimers, <br />(a) Title Matters. <br />The only representations, warranties, or covenants being made by Assignor with <br />respect to Assignor's title to the Second Closing Assets are in Section 3.1 of this <br />Assignment and in the Purchase Agreement, and all other representations, <br />warranties, or covenants of title of any kind or nature, either express, implied, or <br />statutory, are hereby expressly waived, disclaimed and negated in their entirety; <br />provided, however, nothing in this Section 3.3(a) shall operate to waive <br />4 <br />