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<br />5. In consideration of Lessor's Consent set forth below, Lessee and Assignce each <br />represents and warrants to Lessor that (a) it has the power to enter into and perform this <br />Assignment and has taken all necessary and appropriate action to authorize the execution <br />and performance hereof, and (b) if the Effective Date is prior to the end of the term of the <br />GOl'emmental Lease-Purchase Agreement with respect to the Property, the terms of this <br />Assignment are bona fide and arm's length and Assignee will pay fair market value for <br />t he Property. <br /> <br />6. In consideration of Lessor's Consent set forth below, Lessee and Assignee agree to jointly <br />and severally indemnify Lessor for, and hold Lessor hannless from, any cost or loss <br />resulting, directly or indirectly, from this Assignment and the transactions contemplated <br />hereby or related hereto, including, but not limited to, any cost. loss or income tax <br />resulting from any incorrect or inaccurate statement herein or any failure to comply with <br />the terms hereof. <br /> <br />7. Lessee and Assignee hereby waive and discharge any defense or claim each or both may <br />have against Lessor from or in relation to the Governmental Lease-Purchase Agreement, <br />this Assignment, or the Property. <br /> <br />S. Lessee is no way released from the Governmental Lease-Purchase Agreement, but shall <br />remain and continue fully liable thereon until the full performance thereof and payment <br />thereof, notwithstanding any agreements, arrangements, releases, compromises or <br />novations whatsoever which may be made by Lessor with Assignee or any other party <br />concerning the Governmental Lease-Purchase Agreement, the Property, or this <br />Assignment. Assignee's exercise of any rights under the Governmental Lease-Purchase <br />Agreement shall not release Lessee from any of its duties or obligations to Lessor under <br />the Governmental Lease-Purchase Agreement. <br /> <br />IN W1TN~f):WHEREOF, the parties hereto have duly executed this AssIgnment. <br /> <br />Cc..sS C.;~~~U~ gJ.:,(e..r ^'1~~1 Lo. <br /> <br />/1ssee' . ..... Assl!,'l1ee <br /> <br />Signature ~ ~-\(j.fI Signature <br /> <br />Name !I~--;.j( Rc- jy' .tV E 11 <br />Title ('~L'(I< Or C.'I/IIJIiSSl~" <br /> <br />Name <br /> <br />Title <br /> <br />CONSENT: <br /> <br />Calcq);lIar Financial Services Corporation hereby accepts and consents to the foregoing <br />Assib'11ment this __ day of , __' <br /> <br />Caterpillar Financial Services Corporation <br /> <br />Signature <br /> <br />Name <br /> <br />Title <br /> <br />04123/99 8: 11 .t..M <br />