ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE

(this Assignment and Assumption) is made as of November ___, 2010, by and between UNION STATION LAND COMPANY, LLC, a Colorado limited liability company (Assignor), and SOUTH WING BUILDING DEVELOPMENT, LLC, a Delaware limited liability company (Assignee). RECITALS A. Pursuant to that certain Agreement of Purchase and Sale (South Wing Parcel) dated as of March 25, 2009, as amended by that certain First Amendment thereto dated as of January 29, 2010 (together, the Agreement), Assignor has agreed to purchase from Regional Transportation District, a political subdivision of the State of Colorado, certain real property located within the Union Station project site in the City and County of Denver, Colorado, and known by the parties as the South Wing Parcel. B. Pursuant to Section 23 of the Agreement, Assignor is permitted to assign the Agreement to, among others, any entity that is controlled by East West Partners Denver, Inc., a Colorado corporation (East West), or is controlled by any principal of East West. Assignee is a permitted assignee pursuant to such Section 23 of the Agreement because Assignee is controlled (within the meaning given in Section 23 of the Agreement) by East West because East West is the manager of Assignee. C. Assignor desires to assign the Agreement to Assignee, and Assignee desires to accept such assignment and to assume Assignors duties and obligations under the Agreement, subject to the terms of this Assignment and Assumption. ASSIGNMENT AND ASSUMPTION NOW, THEREFORE, for $10.00 and other good and valuable consideration, Assignor hereby assigns, conveys and transfers to Assignee all of Assignors right, title and interest in, to and under the Agreement, and Assignee hereby accepts such assignment and, subject to the terms and conditions of this Assignment and Assumption, assumes all of Assignors obligations under the Agreement. Assignor hereby represents and warrants to and for the benefit of Assignee that: (a) Attached hereto as Exhibit A is a full, true, and correct copy of the Agreement, that the Agreement is unmodified except as attached hereto, and that the Agreement is in full force and effect. (b) Assignor is aware of no default under the Agreement or any condition which, with notice, the passage of time, or both, would constitute a default under the Agreement. (c) The assignment by Assignor contained herein is free and clear of all claims against or debts of the Assignor.

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(d) Assignor has not heretofore assigned, encumbered or otherwise transferred, or purported to assign, encumber or otherwise transfer, to any person or entity Assignors interest in the Agreement. Assignor agrees to indemnify and hold Assignee and its affiliates, officers, directors, partners, members, managers, shareholders, owners, employees, agents, representatives and their successors and assigns, harmless from any loss, claim or damage, including costs and attorneys fees that any of them may incur as a result of Assignors breach of any of the preceding representations. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Assumption as of the date and year first set forth above. Union Station Land Company, LLC, a Colorado limited liability company By: USNC, Inc., a Colorado corporation, its Manager By: Name: Mark G. Falcone Title: Managing Director South Wing Building Development, LLC, a Delaware limited liability company By: East West Partners Denver, Inc., its Manager By: Name: Mark L. Smith Title: ____________________

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Exhibit A to ASSIGNMENT AND ASSUMPTION OF AGREEMENT OF PURCHASE AND SALE Agreement of Purchase and Sale (South Wing Parcel) [see attached pages]

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A-1