2011-10-20_REVISION - M1988048 (4)

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(b) Assignee hereby expressly assumes all liabilities and agrees to perform all obligations of Assignor under the Assigned Agreements to be performed from and after the date hereof and shall indemnify, defend and hold Assignor harmless from all obligations on the part of Assignor arising under the Assigned Agreements from and after the date hereof and from all claims, judgments, injuries, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith. 3. Further Assurances. Assignor hereby covenants that Assignor will, at any time and from time to time upon written request therefor, execute and deliver to Assignee or Assignee's successors, nominees or assigns, such documents as Assignee or its successors, nominees or assigns may reasonably request in order to fully assign and transfer to and vest in Assignee or Assignee's successors, nominees and assigns the Assigned Agreements. 4. Attorneys Fees and Costs. In the event of any litigation or arbitration initiated to enforce the terms of this Assignment, the prevailing party shall be entitled to an award for its reasonable attorneys' fees and expenses and the fees and costs of any experts or consultants engaged in connection with such litigation or arbitration. 5. Governing Law. This Assignment shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of Colorado. 6. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. 7. Successors and Assigns. This Assignment shall bind and inure to Assignor and Assignee and their respective successors and assigns. (Remainder of page inteutionaily left blank; signatures on following page.] 107223-06006-1419 2