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:10 () () m X ~ .,., c:: m n ::J: ~ Z c::oo n ^ ~ :I: n 0 ~ c:r, m ~ ~ ::3 n ~ ~~ = N rter Recording Return To: ;;-;; ::E: -<: CSl CSl 0) " U1 CSl rst American Title Insurance Company r .p.. ltional Commercial Serviccs - Chicago () 0 CSl m -0 ..... I North LaSalle Street - Suite 310 m ::3 -.....j 0 licago, IL 60602 en ...... in: James W. McIntosh N W a) (")U) o -l c: l> z-l -irrl -<0 0" ""z :::r: rT1 ]>a:J r :::0 rl> (fl ;;>0;: l> .................... (fl (j) SO:un k LArvJ.-ntk ~ fS5cnKJ ASSIGNMENT AN}) ASSUMPTION OF OPERATING AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION OF OPERA TlNG AGREEMENTS (this "Assignment"), is made as of this 27th day of January 2006, by and between ShopKo Properties, LLC, a Minnesota limited liability company (successor by conversion of ShopKo Properties, Inc., a Minnesota corporation) ("Assignor"), and ShopKo Properties SPE Real Estate, LLC, a Delaware limited liability company, with an address of700 Pilgrim Way, Green Bay, WI 54304 ("Assignee"). WHEREAS, Assignor owned certain real property located in the City of Grand Island, County of Hall, State of Nebraska, and more particularly described in Exhibit A attached hereto (the "Real Property"); WHEREAS, Assignor's interest in the Real Property has been transferred to Assignee pursuant to that certain Quitclaim Deed of even date herewith; and WHEREAS, Assignor is also assigning to Assignee, all assignable reciprocal easement or operating agreements affecting the Real Property and running in favor of Assignor or the Real Property, and Assignee has agreed to assume the obligations under said reciprocal easement or operating agreements arising from and after the date hereof. NOW, THEREFORE, in consideration of the foregoing premises, the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: I. ASSIGNMENT AND ASSUMPTION OF OPERATING AGREEMENTS 1.1 Assignment and Assumption. Assignor hereby quitclaims and assigns to Assignee all of Assignor's rights, if any (and only to the extent assignable), under the reciprocal easement or operating agreements set forth on Exhibit A hereto (the "Operating Agreements"). Assignee, for the benefit of the other parties to the Operating Agreements, hereby assumes, agrees to be bound by and agrees to perform, all of the obligations of Assignor under the Operating Agreements arising from and after the date hereof. Assignor hereby makes no representations or warranties of any kind or nature whatsoever with respect to the Operating Agreements, whether express or implied, any and all such representations and warranties being expressly disclaimed. 11. BINDING ON SUCCESSORS AND ASSIGNS 2.1 Assignor. All the covenants and agreements of Assignor herein contained shall apply to and bind Assignor and Assignor's executors, agents, administrators, representatives, heirs, invitees, successors and assigns. Grand Island, NE (Store 38) PHILl 656049-2 LQSq Ltg) ~I orr 0)_ ~I -.JZ o .,. (,. vo