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201306403 <br /> 1. This Memorandum of Ground Lease Agreement is subject in each and every respect to <br /> the terms, covenants and conditions of the Lease between the parties hereto. This Memorandum <br /> of Ground Lease Agreement is executed and delivered with the understanding and agreement <br /> that the same shall not in any manner or form whatsoever, alter, modify or vary the terms, <br /> covenants and conditions of the Lease. <br /> 2. The term of the Lease shall continue until May 31, 2060, unless otherwise extended or <br /> terminated as provided in the Lease. <br /> 3. For the purposes of the Lease, the Leased Premises shall not include any buildings, <br /> fixtures, improvements, additions or alterations constructed by Lessee, which property shall at all <br /> times during the Term (as defined in the Lease) of the Lease remain the sole property of Lessee <br /> (the "Improvements"). The parties hereby acknowledge and agree that in no event shall the <br /> Improvements be deemed part of the Leased Premises as that term is defined under the State Fair <br /> Lease. <br /> 4. Lessor acknowledges and agrees that the exclusive use and the conveyance of a leasehold <br /> interest granted to Lessee under the Lease is free from the restrictions and encumbrances <br /> provided for in that certain Parking Rights and Access Agreement recorded with the Register of <br /> Deeds of Hall County, Nebraska, on December 22, 2004, as Instrument No. 0200412248. <br /> [Signature Page Follows.] <br /> 00530623 <br />