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-2 - <br /> E. UEC owns 335 unpatented mining claims located in San Miguel County of the State of <br /> Colorado, as more particularly described in Schedule "B" which is attached hereto <br /> (collectively, the "UEC Mining Claims'), and one Uranium Mining Lease located in <br /> San Miguel and Montrose Counties of the State of Colorado, as also more particularly <br /> described in Schedule "B" (the "UEC Lease", and together with the UEC Mining <br /> Claims,the"UEC Lease&Claims'); <br /> F. UEC desires to transfer its interests in the UEC Lease & Claims to Anfield, and Anfield <br /> desires to acquire such interests on the terms and conditions set out in this Agreement; <br /> and <br /> G. The Parties desire to enter into this Agreement to exchange the properties on the <br /> following terms and conditions (with all of the transactions provided for under this <br /> Agreement being,collectively,the"Transactions"). <br /> NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the <br /> premises and of the covenants and agreements set out in this Agreement, the Parties agree as <br /> follows. <br /> 1. TRANSFER AND ASSUMPTION <br /> Transfer. On the Closing Date (as defined below), subject to the terms and conditions set forth in <br /> this Agreement, UEC shall transfer, assign and convey to Anfield all of UEC's right, title and <br /> interest in and to the UEC Lease & Claims, and the Anfield Parties shall transfer, assign and <br /> convey to UEC all of the Anfield Parties' right, title and interest in and to the Anfield Leases & <br /> Claims. <br /> For this purposes of this Agreement,the term"Transferor"is used throughout to refer to <br /> the Party who currently owns its respective leases & claims, and the term "Transferee"is used <br /> throughout to refer to the Party seeking to acquire the other Party's leases&claims (collectively, <br /> the"Leases&Claims"as the context so requires). <br /> 1.2 Exchange/Consideration. The Parties agree to exchange the Anfield Leases & Claims <br /> and the UEC Lease & Claims without additional consideration, subject to the terms of this <br /> Agreement and the Settlement Agreement. <br /> 1.3 Assumption of Liabilities and Obli ag_tions. From and after the Closing Date, each <br /> Transferee expressly assumes all Liabilities, Environmental Liabilities, duties, obligations, <br /> guaranties, commitments, undertakings and contingencies of any nature (whether known or <br /> unknown,express or implied, accrued, liquidated,absolute,contingent or otherwise, and whether <br /> due or to become due) under, in and relating to the Leases & Claims however arising, and <br /> including,but not limited to, reclamation,bonding and other similar obligations under applicable <br /> Environmental Laws with respect to the Leases& Claims, that arise, become due or payable, or <br /> are required to be performed on or after the Closing Date. <br /> 1.4 Transfer Fees. Each Transferee shall pay all registration charges,transfer fees,recording <br /> fees and Taxes (as defined below)properly payable on and in connection with the transfer of the <br /> Leases&Claims being acquired under the Transactions. <br /> 1.5 Closing. The closing of the Transactions in this Agreement("Closing")shall be deemed <br /> to occur simultaneously with the closing of the Settlement Agreement(the"Closing Date'). The <br />