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5, In consideration of Lessor's Consent set forth below, Lessee and Assignee each represents and warrants to Lessor that (a) it has the power to enter mto and perform tlllS Assignment and has taken all necessary and appropriate action to authorize the execution and performance hereof, and (b) if the Effective Date is prior to the end of the term of the Governmental Lease-Purchase Agreement with respect to the Property, the terms of this Assignment are bona fide and arm's length and Assignee will pay fair market value fClI" the Property. 6, In consideration of Lessor's Consent set forth below. Lessee and Assil,Tflce agree to jointly and severally indemnify Lessor for, and hold Lessor harmless from, any cost or loss resulting, directly or indirectly, from this Assignment and the transactions contemplated hereby or related hereto, including, but not limited to, any cost, loss or income tax resulting ii"om any incorrect or inaccurate statement herein or any failure to comply with the tel111S hereof, 7, Lessee and Assignee hereby waive and discharge any defense or claim each or both may have against Lessor ti"OIn or in relation to the Govemmental Lease-Purchase Al,rreement, this Assignment, or the Property, 8, Lessee is no way released fraln the Governmental Lease-Purchase Agreement. but shall remain and continue fully liable thereon until the full performance thereof and paymcnt thereof, notwithstanding any agreements, arrangements, releases, compromises or novations whatsoever which may be made by Lessor with Assignee or any other party concerning the Govel11mental Lease-Purchase Agreement, the Property, or this Assignment. Assignee's exercise of any rights under the Governmental Lease-Purchase Agreement shall not release Lessee from ,my of its duties or obligations to Lessor under the Govemmental Lease-Purchase Abrreement. IN WITNESS WH the paI1ies hereto have duly executed this Assignment. C_~~:.2 .5 Assignee Signature Signature Name ---.--......-- Name Title Title CONSENT: Caterpillar l:inancial Services Corporation hereby accepts and consents to the foregoing Assignment this ___ day ot~_____ Caterpillar Financial Services COIvoration Signature_ Name Title