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5.A. - Page 242 of 302 <br />Assignor represents and warrants to Assignee that the Personal Property and the Intangible <br />Personal Property are free from any liens and encumbrances. <br />Assignor agrees to indemnify and hold harmless Assignee from all obligations and <br />liabilities arising prior to the Effective Date (hereinafter defined) out of Assignor's performance or <br />failure to perform Assignor's obligations under the Assigned Property, including as owner under <br />the Service Contracts. <br />Assignee hereby accepts and agrees to perform all of the terms, covenants and conditions <br />to be performed by Assignee under the Assigned Property, including as owner under the Service <br />Contracts, from and after the Effective Date but not prior thereto. <br />Assignee agrees to indemnify and hold harmless Assignor from all obligations and <br />liabilities arising from and after the Effective Date out of Assignee's performance or failure to <br />perform Assignee's obligations under the Assigned Property, including as owner under the Service <br />Contracts. <br />This Assignment shall be governed by the laws of the State of California. <br />This Assignment shall be effective as of the Closing Date, as such term is defined under <br />the Agreement (the "Effective Date"). <br />This Assignment may be executed in one (1) or more counterparts, each of which shall be <br />deemed an original, but all of which when taken together shall constitute one (1) agreement. <br />H-2 <br />1199\11\2925009.5 <br />245 <br />