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in Section 7.4 of the Lease Agreement. The Assignee shall not assign or offer the Lease <br /> Agreement, or any participation therein, for sale or transfer without complying with all <br /> applicable securities laws. <br /> This Assignment Agreement may be executed in several counterparts, each of which <br /> sha11 be an original and a11 of which sha11 constitute but one and the sazne instrumen� <br /> COMPASS BANK,an Alabama banking <br /> corporation,as Assignor <br /> BY <br /> thorized Represe tive <br /> ACCEPTANCE OF ASSIGNMENT: <br /> COMPASS MORTGAGE <br /> CORPORATION,an Alabama <br /> corporation,as Assignee <br /> � ' <br /> By � <br /> uthorized Rep sentative <br /> � <br /> � <br /> -3- <br /> I}OCSSF/93582v4/200487-0002 <br />