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2~490G47~
<br />ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
<br />THIS AGREEMENT, made this 318` day of July, 2009, by and between ENTRECAP
<br />FINANCIAL, LLC, a Delaware limited liability company having an address c/o Cerberus
<br />Capital Management, 299 Park Avenue, New York, NY 10171 ("Assignor"), and JBS USA,
<br />LLC, a Delaware limited liability company having an address at 1770 Promontory Circle,
<br />Greeley, CO 80634 ("Assignee").
<br />WITNESSETH:
<br />WHEREAS, Assignor is the lessee and Assignee is the lessor under that certain Ground
<br />Lease dated as of May 18, 1998 relating to certain land located in Grand Island, Nebraska, as
<br />more fully described in such Ground Lease;
<br />WHEREAS, by that certain Purchase and Sale Contract dated as of July 22, 2009
<br />between Assignor, as seller, and Assignee, as purchaser (the "Purchase Contract"), Assignee has
<br />agreed to purchase from Assignor, and Assignor has agreed to sell to Assignee, all of Assignor's
<br />right, title and interest in certain property located in Grand Island, Nebraska and more
<br />particularly described in the Purchase Contract, including its interest under the Ground Lease;
<br />and
<br />WHEREAS, in connection therewith, Assignor desires to assign to Assignee all of
<br />Assignor's right, title and interest in and to the Ground Lease, and Assignee desires to accept
<br />such assignment and assume the obligations of the tenant under the Ground Lease on and after
<br />the date hereof;
<br />NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) in hand paid
<br />by Assignee to Assignor, and for other good and valuable consideration, the receipt of which is
<br />hereby acknowledged, Assignor and Assignee hereby agree as follows:
<br />Assignor hereby assigns, sets over and transfers unto Assignee to have and to hold from
<br />and after the date hereof all of the right, title and interest of Assignor in, to and under the
<br />Ground Lease.
<br />2. Assignee hereby accepts the within assignment and assumes and agrees with Assignor to
<br />perform and comply with and to be bound by all the terms, obligations, covenants,
<br />agreements, provisions and conditions of the Ground Lease on the part of the tenant
<br />thereunder to be performed on and after the date hereof, in the same manner and with the
<br />same force and effect as if Assignee had originally executed the Ground Lease as tenant.
<br />3. Assignee hereby agrees to pay the rent, additional rent and all other charges payable to
<br />the landlord under the Ground Lease and to perform and comply with and to be bound by
<br />all of the other terms, covenants, conditions and limitations of the Ground Lease on the
<br />part of the tenant thereunder to be performed and complied with from and after the date
<br />hereof for the balance of the term thereof. Assignee hereby unconditionally, absolutely
<br />and irrevocably agrees to indemnify and hold Assignor harmless of, from and against any
<br />and all costs, claims, obligations, damages, penalties, causes of action, losses, injuries,
<br />liabilities and expenses, including, without limitation, reasonable attorneys' fees, arising
<br />NY01 /GARRJ/ 1358462.2
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