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P. Pursuant to a separate agreement with Denver, So. Adams and the FRICO Companies have agreed with Denver to pay a portion of the fluids otherwise payable by Denver under this Assignment, and are entering into this Assignment For purposes of confirming sueh agreements, with the understanding that all of the other Parties are also relying upon such undertakings by each of So. Adams and the FRICO Companies in entering into this Assignment. IN CONSIDERATION of the. foregoing Rccita]s, the mutual promises and covenants contained'herein and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, thcParties agreo as follows: 1, Partial Assizrunent of Contract. Bromley hereby assigns the following rights (the "Assierted Rights") in the Contract to Denver: (a) The right to purchase the portion of the Property described on Exhibit C to this Assignment (the "Denver Pronertv"), and all rights related to the following property and property rights, but only to the extent such property and property rights relate to the Denver Property {rho "Other Denver Property"): the Permits, the Property Documents (as defined in this Assignment) and the Mining Lease. The Other Denver Property does not include any of the Bromley Retained Rights (as de£rted in this Assignment). (b) The right to designate the Excluded Propertyunder paragraphs 1 and 4 of the Third Amendment to the Contract dated as, of August 29, 20Q6 (the rind Amendment"), subject to rights assigned to FRICO under Section 19 ofthis Agreement. (c) Any obligations owed by the Sellers under the Contract or this Assignment to the extent such obligations relate to the Denver Property and the Other Denver Property. (d) The right to purchase the Excluded Property and all rights to enter upon the Excluded Property (on a nonexclusive basis along with Bromley) fo conduct inspections, tests and other investigations with respect to the condition of the Excluded Property. All of the Assigned Rights are subject to'the rights reserved by Sellers under the Contract, the Mining Lease and all other Permitted Exceptions. Denver hereby accepts the assigmnent of the Assigned Rights assigned it hereunder. 2. Assumed Oblations, Bromley hereby delegates and assigns to Denver the following obligafioits under the Contract (the "Assumed Oblieations"): The obligation to pay Denver's Proportionate Shaze of the Doposit, Supplemental Deposit and Purchase Price, as and when due ender the ConG•act {as modified by this Assignment), and to fidfill the obligations of Purchaser under the Contract with respect to the following matters, but only to the extent such obligations relate to .the Denver Property and Other Denver Property: the Mining Lease, the Property Docrunents, and any obligations awed to the Sellers under the Contract or this Assignment, including those obligations arising under the Contmct or [his Assignment, by reason of Denver's default rurder .the Contract or this Assignment, and any obligation .to purchase the (00706188/7) - 2 -