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Em~'+h~ s~ Pr° <br />~:.e~:W ;i e i...R <br />o~i ? tf ?_OOS <br />ASSIGNMENT OF PERNIITS Division of Reclamation, <br />M1,7ininy and Safiety <br />THIS ASSIGNMENT OF PERMITS ("Assignment"} is made and entered into as of <br />September 28, 2006, by SW TKO JOINT VENTURE, LLC, a Colorado limited liability <br />company, SW VII,LANEAUX, LLC, a Colorado limited liability company, and TKO LLC, a <br />Colorado limited liability company ("Assignors" or "Sellers"), and BROMLEY MINERAL <br />HOLDINGS, LLC., a Colorado limited liability company ("Bromlev" or "Assignee"). <br />RECPI'ALS <br />A. Assignors and Bromley, as Purchaser, aze parties to a Contract for Purchase of <br />Land dated as of April 10, 2006, as amended by a Fsst Amendment to Contract for Purchase of <br />Land dated as of June 27, 2006, by a Second Amendment to Contract for Purchase of Land dated <br />as of July 24, 2006, and by a Third Amendment to Contract for Purchase of Land dated August <br />Z9, 2006 (as so amended, the "Contract") relating to the real property described in the Contract, <br />which property is also described on Exhibit A attached to this Assignment (the "Pro a "). <br />B. Pursuant to the Contract, Sellers aze required to assign to Purchaser the Permits, <br />as defined therein. <br />C. This Assignment is being executed and delivered by Assignors to document such <br />assignment. <br />THEREFORE, in consideration of the purchase and sale of the Property, the foregoing <br />Recitals and other good and valuable consideration, the receipt and sufficiency of which are <br />hereby aclmowledged: <br />1. Assignment. Assignors hereby assigned to Bromley all of Assignors' right, title <br />and interest in and to (a) the Use by Special Review Permit issued by the City of Fort Lupton, <br />Colorado ("Fort Lunton Pemilt"), and (b) the Section 112 Permit issued by the Colorado <br />Department of Minerals and Geology and approved by the Mino Reclamation Boazd in <br />connection with the Property (the "DMG Pemut"), copies of which permits aze attached hereto as <br />Exhibits B and C respectively. Assignors represent and warrant that they have not received any <br />notice of any default which aze uncured under the Permits and, to the best of their lrnowledge, <br />there aze no defaults under the Permits, except as disclosed on Exhibit D. <br />2. Assumntion by Assignee. Assignee hereby assumes all of the obligations of <br />Assignors under the Permits arising on or after the date of this Assignment. <br />3. Dischazge Access. Assignor covenants and agrees to provide for the benefit of <br />the Property access through a conduit under Highway 85 so as to facilitate discharge of water <br />from the Property to the South Platte 12iver. <br />3.1 Assignors, at their sole expense, will use their best efforts to obtain such <br />access for the discharge of water for the benefit of Assignee and the owner <br />of the balance of the Property in the District Court of Weld County, <br />{00335250/3) <br />