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r'. ..~... ( ( ..,J_.."",, .~.....:i ;. 200511152 Assignor agrees that it will indemnify and hold Assignee hannless from and against any and all losses. costs. expenses (including reasonable attorneys' fees). liability. claims. demands, actions and judgments of every kind and character (collectively. "Claims") suffered by, recovered from or asserted against Assignee on account of any obligation of the lessee under the Lease accruing prior to the date hereof or otherwise arising out of or related to any act, fact. occurrence, omission. statement, representation or warranty occurring prior to the date hereof. Assignor hereby represents and warrants unto Assignee that Assignor is the lessee under the Lease and has the right to assign, and is hereby assigning. the leasehold estate free and clear of any and all encumbrances, subj ect only to the terms of the Lease and any encumbrances disclosed in any title commitment previously delivered to Assignee by Assignor; that Assignor has delivered all notices to the lessor under the Lease that are required to be given as a condition of assignment; that Assignor has not executed or granted any modifications to. or extensions whatsoever of, the Lease; that the Lease is valid and subsisting and in full force and effect; that. to the best of Assignor's lmowledge. there are no defaults now existing under the Lease and no event has occurred and no condition exists which with the passage of time or the giving of notice, or both. would constitute such a default; that Assignor has complied with all of the obligations of lessee under the Lease; and that no amount of money is owed to any person by Assignor in its capacity as lessee under the Lease. In reliance upon Assignor's indemnification obligations set forth herein, Assignee hereby expressly assumes and agrees to asswne the obligations and liabilities of Assignor under the Lease. Assignee agrees that it will indemnify and hold Assignor harmless from and against any and all Claims suffered by. recovered from or asserted against Assignor on account of any obligation of the lessee under the Lease, save and except for Claims accruing prior to the date hereof Dr arising out of or related to any act, fact. OCClllTence, omission. statement. representation or warranty occurring prior to the date hereof. Assignor does hereby GRANT. CONVEY. ASSIGN, TRANSFER and SET OVER unto Assignee. its successors and assigns. the Studies and Governmental Approvals. and all other rights conferred upon Assignor thereby. Assignee understands and agrees that if additional permits or consents are required for Assignee's use. Assignee shall obtain same at Assignee's sole cost and expense. The covenants and representations contained herein shall bind and inure to the benefit of Assignor and Assignee and their respective successors and assigns. TIns Assignment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument. but in making proof hereof it shall only be necessary to produce one such counterpart. H:\Nebraska\Ne0002611\NE iPCS Assignment Agreement BTS F1NAL.doc 2 Site: T\VT -N#00026NJohnson Cash Way and iPCS NE 281 471/Grand Islands