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Governmental Lease Pll rchase Assignment TI~ls :\:;s_~llment r i~sslgnment") between L~ s: 0; {~(ki1 tl ("Lessee") and C~ f It\_i1.&~____ _ n__J"A~signet''') IS datedJas 0(_________ ___ S ta t eme!lLQJJ?~I..IVQ.~.t;. A, Lessee and Caterpillar Fmaneial SelTiccs Corporation (" Lessor") entered Il1to that cenal11 CAT FINANCIAL GO\'ERNMENTAL LEASE-PURCHASE AGREErvIEi\T dated tiS ot~.._._ ,_ (the "G()\'ernmental Lease-Purchase Agreemel1l") pursuant to which Lessor agreed to lease and sell to Lessee certain equipment as described on the Gove111mental L.ease-Pun::has(' Agreement or Exhibit A hereto (the "Property") and Lessee agreed to rent and purchase the Property ti'om Lessor. B. Lessee wishes to assign all of its rights and interests in the Property to Assignee 111 consideration of Assignee's pre-payment and satisfaction of all obligations of Lessee under the Govel1lmental Lease-Purchase Agreement within thIrty (30) days of the date of this Agreement. C. Under the terms of the GovernmentalL.ease-Purchase Agreement, Lessee may not se II. 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. li)r good and valuable consideration, the sufticicney and reccipt of which is hereby acknowledged, the pa11ies agree as follows: I. Lessee hereby grants and convcys to Assignee. its successors ancl assigns. all of Lessee's right, title and interest in and to. and possession of, the Property, subject, howcver to Lessor's rights under the Governmental Lease-Purchase Agreement and all the terms, conditions and provisions thereot: and upon the condition that the Consent s('l rorth below be executed and delivL'red by Lessor. .rhis Assignment shall not be effectiw until the later of (a) the execution and delivery by Lessor of the Consent set forth below. 01 l b '- (the later or (a) or (b) IS hereinafterrefcrrcd 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 or 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 UpOI1 all) mandatory or optIOnal purchase of the Property pursuant to the Governmental Lease- Purchase Agreement at such time. 3, In conSideration of Lessor's Consent set forth below, Lcssec rcprescnts and warrants to Lessor that (a) the Property has been L1sed only by Lessee, and (b) all use of the Property has been in accordance with the terms of the Govcrnmental 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 lIsed only by Lcssee. and (h) ulltil tbe Effective Date. all use of the Property will continue to be 111 accordance with the terms of the Governmental Leasc-Pmchase Agreement.