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Governmental Lease Purchase Assignment This Assignment ("Assignment") between CQ5'S Co. H,' g:J:l4' Me. d"~,^",,,O Co (" Assignee") is dated as 0 Statement of Purpose A. Lessee and Caterpillar Financial Services Corporation ("Lessor") entered into that certain CAT FINANCIAL GOVERNMENTAL LEASE-PURCHASE AGREEMENT dated as of , _ (the "Governmental Lease-Purchase Agreement") pursuant to which Lessor agreed to lease and sell to Lessee certain equipment as described on the Governmental Lease-Purchase Agreement or Exhibit A hereto (the "Property") and Lessee agreed to rent and purchasc the Property from Lessor.. 13. Lessee wishes to assign all of its rights and interests in the Property to Assignee in consideration of Assignee's pre-payment and satisfaction of all obligations of Lessee under the Governmental Lease-Purchase Agreement within thirty (30) days of the date of this Agreement. C. Under the terms of the Governmental Lease-Purchase Agreement, Lessee may not sell, assign or transfer the Governmental Lease-Purchase Agreement or any right or obligation thereunder or any right in the Property without the prior written consent of Lessor. NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties agree as follows: I. Lessee hereby grants and conveys to Assignee, its successors and assigns, all of Lessee's right, title and interest in and to, and possession of, the Property, subject, however to Lessor's rights under the Governmental Lease-Purchase Agreement and all the terms, conditions and provisions thereof, and upon the condition that the Consent set forth below be executed and delivered by Lessor. This Assignment shall not be effective until the later of (a) the execution and delivery by Lessor of the Consent set forth below, or (bl (the later of (a) or (b) is hereinafter referred to as the "Effective Date"). 2. Assignee agrees to pay in full, within thirty (30) days after the Effective Date (but no later than end of the term of the Governmental Lease-Purchase Agreement with respect to the Property), all amounts then due to Lessor under the Governmental Lease-Purchase Agreement and all amounts which become or would become due to Lessor upon any mandatory or optional purchase of the Property pursuant to the Governmental Lease- Purchase Agreement at such time. J. In consideration of Lessor's Consent set forth below, Lessee represents and warrants to Lessor that (al the Property has beennsed only by Lessee, and (b) all use of the Property has becn in accordance with the ternlS of the Governmental Lease-Purchase Agreement. 4. In consideration of Lessor's Consent set forth below, Lessee and Assignee agree with Lessor that, (a) until the Effective Date, the Property will continue to be used only by Lessee, and (b) until the Effective Date, all use of the Property will continue to be in accordance with the terms of the Govemmental Lease-Purchase Agreement. 04/23/998: 11 AM