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200214389
<br />ASSIGNMENT AND ASSUMPTION OF LEASES AND SECURITY DEPOSITS
<br />THIS ASSIGNMENT AND ASSUMPTION OF LEASES, made as of this o -Zlay of
<br />December 2002, by and between JG CONESTOGA L.L.C., an Ohio limited liability company,
<br />having an address at 25425 Center Ridge Road, Cleveland, Ohio 44145 ( "Assignor "), and
<br />Conestoga Mall 2002, LUC, a Colorado limited liability company, having an address at c/o J.
<br />Herzog & Sons, Inc., 1720 S. Bellaire Street, Suite 1209, Denver, Colorado 80222 -4336
<br />( "Assignee ").
<br />WITNESSETH:
<br />WHEREAS, Assignor is the owner of certain real property situated in the City of Grand
<br />Island , Hall County, Nebraska, and more particularly described on Exhibit A, attached hereto
<br />and made a part hereof (the "Land "); and
<br />WHEREAS, space within certain buildings and improvements situated on the Land has
<br />been leased to tenants pursuant to the various leases described on Exhibit B, attached hereto and
<br />made a part hereof (collectively, the "Leases "); and
<br />WHEREAS, Assignor desires to assign its right, title and interest in and to each of the
<br />Leases to Assignee, and Assignee desires to assume Assignor's right, title and interest in and to
<br />each of Leases;
<br />NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth,
<br />and other good and valuable consideration, the receipt and sufficiency of which is acknowledged
<br />by each of the parties hereto, Assignor and Assignee do hereby agree as follows:
<br />1. Assignment. Assignor hereby gives, grants, bargains, sells, conveys, transfers and
<br />sets over unto Assignee, its successors and assigns, as of the Effective Date (as hereinafter
<br />defined), all of Assignor's right, title and interest in and to the Leases and any guarantees and
<br />other agreements executed in connection therewith and any security deposits relating thereto.
<br />2. Assumption. Assignee hereby accepts the foregoing assignment, and in consideration
<br />thereof, hereby covenants and agrees that, on and after the Effective Date, Assignee will assume,
<br />observe, perform, fulfill and be bound by all of the terms, covenants, conditions and obligations
<br />under each of the Leases and guarantees, and each such security deposit to the extent credited to
<br />Assignee, which arise on and after the Effective Date and are to be observed, performed and
<br />fulfilled by the landlord named therein on and after the Effective Date in the same manner and to
<br />the same extent as if Assignee were the landlord originally named therein.
<br />3. Indemnification. (a) Assignor hereby indemnifies Assignee, and agrees to defend
<br />and hold Assignee harmless from and against any and all liability, loss, cost, damage and/or
<br />expense, including without limitation reasonable attorneys' fees, which Assignee may or shall
<br />incur under or with respect to the Leases by reason of any failure or alleged failure of Assignor
<br />to have complied with or to have performed, before the Effective Date, the obligations of the
<br />landlord thereunder which were to be performed before the Effective Date.
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