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20001117' (d) The payment of GE Capital Loan No. GE Capital Loan No. 050- 0000642 -001, GE Capital Loan No. 050- 0000646 -001, GE Capital Loan No. 050- 0000800 -001, GE Capital Loan No. 050- 0000801 -001, GE Capital Loan No. 050- 0000805 -001, GE Capital Loan No. 050- 0000807 -001, GE Capital Loan No. 050- 0002255 -001, GE Capital Loan No. 050- 0002257 -001, GE Capital Loan No. 050- 0002283 -001, GE Capital Loan No. 050- 0002293 -001 and GE Capital Loan No. 050- 0002320 -001. Assignor represents, warrants, covenants and agrees with GE Capital as follows: (a) The sole ownership of the entire lessor's interest in the Leases is or shall be vested in Assignor, and Assignor has not, and shall not, perform any acts or execute any other instruments which might prevent GE Capital from fully exercising its rights under any of the terms, covenants and conditions of this Assignment. (b) The Leases are and shall be valid and enforceable in accordance with their terms. Except as approved in writing by GE Capital, which consent shall not be unreasonably withheld, any alteration, modification, amendment, termination, cancellation, renewal, waiver or surrender of the Lease or any term contained therein shall not be binding on GE Capital. (c) Assignor shall not alter the term of any Lease or the amount of rent payable under any Lease without GE Capital's prior written consent. In addition, Assignor shall not materially alter any of the other terms of the Leases without GE Capital's prior written consent. (d) To the best of Assignor's knowledge, there are no defaults now existing under any of the Leases, and there exists no state of facts which, with the giving of notice or lapse of time or both, would constitute a default under any of the Leases. (e) Assignor shall give prompt notice to GE Capital of any notice received by Assignor claiming that a default has occurred under any of the Leases on the part of Assignor, together with a complete copy of any such notice. (f) Each of the Leases shall remain in full force and effect irrespective of any merger of the interest of Assignor and any lessee under any of the Leases. (g) Assignor will not permit any Lease to become subordinate to any lien other than the lien of the Deed of Trust. (h) Assignor shall not permit or consent to the assignment by any tenant of its rights under its Lease without the prior written consent of GE Capital. Without limitation of the foregoing, Assignor shall not permit or consent to the filing of any encumbrance against the tenant's interest under any Lease, including, without limitation, any leasehold mortgage. (i) All existing Leases are described on Exhibit B attached hereto and incorporated herein. Assignor has delivered to Assignee true, correct and complete copies of all existing Leases and all amendments and modifications thereto. 01- 288952.3A Grand Island, NE 2