Arkansas-Little Rock Assignment of Head Lease

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ASSIGNMENT OF HEAD LEASE

THIS ASSIGNMENT OF HEAD LEASE (this "Assignment") is made and entered into as of the 10th day of February, 2003, by and between Wells Fargo Bank Northwest, National Association (formerly First Security Bank, National Association), not in its individual capacity but solely as Owner Trustee under the AC Trust 2000-1 ("Assignor"), and Acxiom Corporation, a Delaware corporation ("Assignee").

Recitals

A. Assignor, as lessee, Assignee, and the City of Little Rock, Arkansas, a municipality and city of the first class organized and existing under the laws of the State of Arkansas, as lessor ("Lessor"), are parties to that certain Head Lease Agreement (the "Lease") dated as of May 1, 2000, pursuant to which Assignor leased certain real property located in Little Rock, Pulaski County, Arkansas, as more particularly described on Exhibit A attached hereto and made a part hereof (the "Property").

B. Pursuant to a Lease Agreement dated as of October 24, 2000 (the "Sublease"), Assignor subleased the Property to Assignee.

C. Assignor and Assignee have agreed to terminate the Sublease, Assignor has agreed to assign to Assignee all of Assignor's right, title and interest in the Lease, and Assignee desires to accept such assignment and assume the obligations of Assignor under the Lease, subject to the conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Assignment. Assignor hereby assigns and transfers to Assignee as of the date hereof all of its right, title and interest in and to the Lease.

2. Assumption. Assignee hereby accepts such assignment and hereby assumes all of the obligations of Assignor under the Lease, and shall make all payments and keep and perform all conditions and covenants of the Lease in the same manner as if Assignee were the original lessee thereunder.

3. Indemnification. Assignee will indemnify Assignor against and will hold Assignor harmless from any loss, liability, and expense (including reasonable attorneys' fees and court costs) arising out of any breach by Assignee of its agreements contained in this Assignment.

4. Acceptance of Property. Assignee acknowledges that it has examined and inspected the

5. Property and accepts it "as is." Assignee further acknowledges that Assignor has not made and does not make any representations or warranties regarding the physical condition of the Property and that there are no warranties, either expressed or implied, regarding the condition of the Property.

6. Consent of Lessor. By its execution below, Lessor hereby consents to the assignment of Assignor's interest in the Lease to Assignee. This consent shall not be deemed to release Assignor from its obligation to obtain Lessor's consent to any future assignment or subletting.

7. Release of Assignor. Assignee and Lessor each agree that upon execution of this Assignment, Assignor shall be fully and completely released from any obligations, liabilities and duties in any manner related to the Lease, including without limitation, the obligation to pay Basic Rent and Additional Rent under the Lease. Lessor will take such steps as are appropriate to terminate any security interest filings of record that have been executed by Assignor in favor of Lessor. The provisions of Section 12.10 of the Head Lease shall continue after the effectiveness of this Assignment for the benefit of the Assignor and its beneficiaries.

8. Further Assurances. The parties shall, upon written request, execute, acknowledge, and deliver such other documents and documents and take such further action as may be reasonably necessary to carry out the intent of this Assignment.

9. Binding Effect and Benefit. This Assignment shall inure to the benefit of, and shall be binding upon, the successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed and delivered by their respective duly authorized officers, as of the date first above written.

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