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~.. ' ~, 200806213 Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoing. 4. REPRESENTATIONS OF ORIGINAL TRUSTOR AND TRANSFEREE. Original Trustor and Transferee each represents and warrants to Bank that (a) it has obtained all consents and approvals necessary or required for the transfer of Property and the assumption of all the obligations as set forth herein, (b) there exists no default as defined in the Deed of Trust, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such default, and (c) there are no claims, defenses (legal or equitable), counterclaims, set-offs and/or other rights or remedies whatsoever that either now may have, claim or assert against Bank that would in any way alter, reduce or extinguish any obligations to Bank under the Deed of Trust. Transferee further represents and warrants to Bank that it has personal knowledge of all terms and conditions of the Deed of Trust, and agrees that Bank shall have no duty to provide any information to Transferee regarding said terms and conditions prior to execution of this Agreement. All representations and warranties herein shall be deemed made as of the date hereof and as of the date on which all Conditions Precedent set forth below have been satisfied. 5. BANK CONSENT. Bank hereby consents to the transfer of the Property to Transferee and acknowledges that said transfer does not constitute a default under the Deed of Trust, the Note or any document executed in connection therewith. Original Trustor and Transferee each acknowledges that Bank's consent to the transfer and assumption set forth herein shall not be deemed to be a consent by Bank to any further or subsequent assumption by any party of any of the obligations of Transferee to Bank under the Deed of Trust, or to the sale or other transfer of all or any portion of or interest in the Property. 6. CONTINUING VALIDITY OF THE DEED OF TRUST. All terms and conditions of the Deed of Trust not expressly modified herein remain in full force and effect, as assumed by Transferee, without waiver or amendment. 7. NOTICES. Any notices required to be sent to Transferee under the Deed of Trust shall be sent to the address set forth below Transferee's signature. 8. CONDITIONS PRECEDENT. As conditions precedent to the effectiveness of this Agreement, each of the following conditions shall have been fulfilled to Bank's satisfaction: (a) the recording of the transfer of title to the Property from Original Trustor to Transferee; and (b) the execution and delivery to Bank of this Agreement. 9. HEADINGS. The headings used herein are for descriptive purposes only and shall not be deemed a part of the provisions hereof. 10. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska. 11. CONTROLLING DOCUMENT. Original Trustor and Transferee covenant and agree that should the terms and conditions of this Agreement conflict with or be contrary to the terms and conditions of any other agreement, this Agreement shall control. 12. EFFECTIVE DATE. The undersigned intend and agree that the date of this agreement shall be its effective date, though it is being signed on a later date. T JE/GMD - Assumpt Agr 5-20-08 -2-