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200806503 2. Owner of Record: Lessor hereby represents and warrants to Assignor and Assignee that it is the record owner of all of the real property which is leased to Assignor pursuant to the Lease. 3. Assumption of Oblie:ations: From and after the Effective Date, Assignee, with respect to the assignment of the Lease, hereby assumes and agrees to pay and perform all Assignor's rights, obligations and liabilities accruing from and after the Effective Date and arising out of the Lease. 4. Retained Property Rie:hts: Assignor is hereby retaining and reserving for itself those rights and obligations as specified in that certain Retained Leasehold Interest Agreement by and between Assignor and Assignee of even date herewith (the "Retained Leasehold Agreement") and in that certain Terminal Access and Use Agreement by and among Assignor, Assignee and K.c. Asphalt of even date herewith. 5. No Defaults Under Lease: Estoppel: Lessor and Assignor acknowledge and agree that, as of the Effective Date, the Lease is in full force and effect and that there has been and is no default with respect thereto and there are no existing or claimed conditions which with the giving of notice or the passage of time or both will constitute a default on the part of Lessor or Assignor under the terms of the Lease. The parties hereto hereby agree that following the Effective Date, the Lease shall constitute a valid and binding obligation of the Lessor and Assignee, and that Assignee shall assume and succeed to all the rights of "Lessee" with respect to the Premises thereunder, subject to the Retained Leasehold Agreement. Lessor and Assignor further agree that there are no amendments or modifications to the Lease other than as set forth above, and that the Lease is presently in full force and effect and constitutes the valid and binding obligation of Lessor and Assignor, enforceable against Lessor and Assignor in accordance with its terms. The rents provided in the Lease have been paid in a timely manner and have not been prepaid. 6. Restrictions: This Assignment is made subject to the restrictions set forth on Exhibit "B" attached hereto and incorporated herein by reference. 7. Observance of Laws: This Assignment is subject to all applicable laws, ordinances, rules and regulations affecting the Lease. 8. Conflicts: In the event of any conflicts between the provisions of this Assignment and the Agreement, same shall be resolved in accordance with the following order of priority, as between Assignor and Assignee: (i) the Agreement; and (ii) this Assignment. 9. Successors and Assie:ns: The terms, covenants, and conditions hereof bind and inure to the benefit of the parties hereto and their respective permitted successors and assigns. 10. Counterparts: This Assignment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [Grand Island, NE] 822322.2:731256:01918