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rt U :+ SS1(;NMENT AND ASSUMPTION OF AGREEMENT (Customer Contract) 7!11.5 ASSICiltit EN— AND ASSI''ifPTION Or AGRE[jvil y'r (this "Assignment") is made and entered into this '_ day of 2000 (the "Effective Date"'), by and Nuveen Nucuts, Inc " a Pennsyl.�ania corporation ("Assignor") and All Clear I.oeaiing Services, ;nc., it Pennsylvimi;a corpo,atiou ("Assignee" and together with Assignor the "Particss"). WHYRl AS. 1110 Assignor is a party to that certn:a agreement between Assignor anti its cu,tomer (the "Customer");dcntified on Exhibit A auuched hereto Regethr: with any and all antend.writs ur attachments thereto, tic "Agrceaicnf'), :131;1 WHERLAS, pursuant to in Asset Purchase Agreei .ent, dated as of Februaty 25, 2+.110 (the "Purchase Agreement"), Assignor ha, agreed to irnnsfer and assign certain assets to Assigner, including Assignor's rightK in and to the Agreement, and ,Assignee has agreed to assume and perform certain liabilities of Assignor, inctudmi; Assignor`s obligations under the Agreement; and AA'1 WRI AS, the Parties now wish to evidence Further said assignment aatd -asstamption with respect to the Agreement by the execution nnc deliveq of tins Assignmcnt. NO"', THERE l ORI in a onside oucin of the mutual promises and covenants contained herein and in the Ti aehase Agreement ;anal in consideration of other gued anti valuable consideration. the receipt and sufficiency of v:hich are hereby acknowledged, the Parties Ilerchv a.=rce as follows: tssignmert of Rights. Effective as of the l ffeet.vc [ante, Assignor hereby assigns to Assignee al; "if its righ-1, 1 -We and interest in and to the Agreement. 2. Assum tion; No Change in Ternrs i;ffcc:ivc its nF the Nfeati,e Inti• Assinnec hereby accept; :.c tareboing assig ,mcnt and assumes and agree., to be bound ny and per u.m all of the terms, conditions, covenants, duties and obligations to be perfomrec, by Assigator under the Ag:eemen; on and after the Effective Date to tate same extent as if Assignee had original:y been named as a party ;hercurtder. The terms of the Agreement shall retrain unchangcd and Assignee shall adhere to all the terms of the Agreement as fully as though it were tltc original party thcretnider. j. t-onsent It is agreed and acknowledged by the Parties that if pursuant to the Agreement this A.;,agnment requires file consent of the Customer, then this Assignment is contingent upon ilio consent of the Customer. Upon execution and delivery of this Assignment, the Part:es shall promptly furnish n fully executed counterpart of this Assignment to the Customer.