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1. Assianment. Assignor hereby assigns to Assignee all of Assignor's rights <br />and obligations as set forth in the Agreement. <br />2. Assumption. Assignee hereby at.sumes all of Assignor's rights and <br />obligations as set forth in the Agreement. <br />3. Aaencv Consent. Agency hereby agrees and consents to the assignment <br />of all of Assignors rights and obligations as set forth in the Agreement to Assignee. <br />4. General Terms and Conditions. The following general terms and <br />conditions shall apply to this Assignment Agreement. <br />4.1 Hold Harmless. In addition to the hold harmless provisions <br />contained within the Agreement and except as to the sole negligence, or willful <br />misconduct of Agency, Assignee shall defend, indemnify and hold the Agency, its <br />officers and employees, harmless from any and all loss, damage, claim for damage, <br />liability, expense or cost, including attorney's fees, which arises out of or is in any way <br />connected with this Assignment Agreement, notwithstanding that Agency may have <br />benefited from this Assignment Agreement. This hold harmless provision shall apply to <br />any acts or omissions, willful misconduct or negligent conduct, whether active or <br />passive, on the part of Assignee. <br />The parties expressly agree that this section shall survive the expiration or <br />early termination of this Agreement. <br />4.2 Insurance Concurrently with the execution of this Assignment and <br />Assumption Agreement, Assignee shall furnish Agency with certificates and copies of <br />information or declaration pages of the insurance required pursuant to section 12 of the <br />Agreement, identifying Assignee as the insured party. <br />F:Atty /Agr /Agr.142 <br />072903 2 <br />