Security Interest Assignment Agreement

SECURITY INTEREST ASSIGNMENT AGREEMENT

This Security Interest Assignment Agreement (the Agreement) is made as of by and between Assignor Name: , an entity organized as Corporation LLC Partnership , formed under the laws of , with principal place of business at (Assignor), and Assignee Name: , an entity organized as Corporation LLC Partnership , formed under the laws of , with principal place of business at (Assignee). Assignor and Assignee are each a Party and together the Parties.

RECITALS

WHEREAS, Assignor is the holder of certain security interests, liens and related rights arising under one or more security agreements, financing statements, control agreements and related documents (together, the Secured Documents) securing certain obligations described in the Secured Documents; and

WHEREAS, the Secured Parties have filed or caused to be filed financing statements covering certain collateral described in Schedule A attached hereto (the Collateral); and

WHEREAS, Assignor desires to assign, transfer and convey to Assignee, and Assignee desires to accept, all of Assignor's right, title and interest in and to the security interests in the Collateral, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings set forth in the Secured Documents. For purposes of this Agreement: (a) "Assigned Security Interests" means all security interests, liens, rights to proceeds, and related rights and remedies of Assignor in, to and under the Collateral; and (b) "Effective Date" means the date set forth above.

2. ASSIGNMENT

Subject to the terms and conditions of this Agreement, Assignor hereby absolutely assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Assigned Security Interests, whether now existing or hereafter arising, and all rights to receive payments, proceeds and enforcement recoveries with respect to the Collateral. The assignment is intended to be a present transfer of a security interest in the Collateral.

3. CONSIDERATION

In consideration for the assignment set forth in Section 2, Assignee shall pay to Assignor the sum of or such other consideration as the Parties may agree in writing. Receipt and sufficiency of such consideration is hereby acknowledged by Assignor.

4. ASSIGNOR'S REPRESENTATIONS AND WARRANTIES

Assignor represents and warrants to Assignee that, as of the Effective Date: (a) Assignor is the lawful owner of the Assigned Security Interests and has full power and authority to assign them; (b) the Assigned Security Interests are valid, existing and perfected in accordance with applicable law except as set forth in Schedule B; (c) there are no outstanding assignments, liens, claims, security interests or encumbrances of any nature other than those expressly disclosed in Schedule B; and (d) Assignor has not received any notice of default under the Secured Documents that would materially impair the Assigned Security Interests.

5. ASSIGNEE'S REPRESENTATIONS AND WARRANTIES

Assignee represents and warrants to Assignor that: (a) Assignee has full corporate or other power and authority to enter into and perform its obligations under this Agreement; (b) the execution and delivery of this Agreement and the performance of Assignee's obligations hereunder have been duly authorized by all necessary action; and (c) upon assignment, Assignee will be entitled to exercise all rights and remedies of Assignor with respect to the Assigned Security Interests.

6. FURTHER ASSURANCES; FILINGS

Assignor shall, at Assignee's request and expense, execute and deliver such instruments and take such actions as Assignee reasonably requests to effect, perfect and protect the Assigned Security Interests, including executing assignments, amendments, or terminations of financing statements, and providing UCC-1 continuation or new filings in any relevant jurisdiction.

7. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail, return receipt requested, to the Parties at their respective addresses set forth below or at such other address as either Party may designate in writing.

8. INDEMNIFICATION

Assignor shall indemnify, defend and hold harmless Assignee and its affiliates, officers, agents and employees from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of Assignor's representations, warranties or covenants under this Agreement or from any lien, claim or encumbrance not disclosed in Schedule B. Assignee shall indemnify Assignor for any claims arising from Assignee's bad faith enforcement of Assigned Security Interests.

9. TAXES AND EXPENSES

Except as otherwise agreed in writing, Assignee shall bear all filing fees, recording fees and reasonable out-of-pocket expenses incurred in connection with the preparation, execution and recording of documents necessary to effect the assignment. Any transfer, documentary, stamp or similar taxes arising from this assignment shall be paid by .

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Each Party consents to the exclusive jurisdiction and venue of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER

This Agreement, including Schedules and Exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the remaining provisions, which shall remain in full force and effect. No amendment or waiver of any provision of this Agreement shall be effective unless in writing signed by both Parties.

13. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be effective for all purposes.

SCHEDULE A — DESCRIPTION OF COLLATERAL

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